Dalliance Services SC TO-T Third party tender offer statement

 Exhibit (a)(1)(B)​

Letter of Transmittal

To Tender Class B ordinary shares or Class B ordinary shares represented by American Depositary Shares
of

QIWI PLC

Pursuant to the Offer to Purchase, dated November 25, 2022,
Up to 5,000,000 Class B ordinary shares
(including Class B ordinary shares represented by American Depositary Shares)
at $2.00 per share
by Dalliance Services Company,
a wholly owned company of Sergey Solonin

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON DECEMBER 22, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”).

The Depositary for the Tender Offer is:

Pacific Stock Transfer Company
Mail or deliver this Letter of Transmittal,
together with any certificate(s) representing
your shares, to:

Pacific Stock Transfer Company

Attn: Corporate Services Company
6725 Via Austi Parkway, Suite 300
Las Vegas, NV 89119
Phone: 800-785-7782
Email: info@pacificstocktransfer.com

DELIVERY OF THIS LETTER OF TRANSMITTAL TO ANOTHER ADDRESS WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY, THE OFFEROR, THE INFORMATION AGENT OR DTC WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE A VALID DELIVERY.

CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION HAVE THE MEANINGS ASCRIBED TO THEM IN THE OFFER TO PURCHASE (AS DEFINED BELOW).

DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTION 13)
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON THIS LETTER OF TRANSMITTAL and/or ACCOUNT STATEMENT	SHARES TENDERED (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
​	Shares Certificate Number(s)(1)	Total Number of Shares Represented by Certificates(1)	Total Number of Shares Represented by Book Entry	Total Number of Shares Tendered(2)
	Total Shares	​	​	​
(1) Need not be completed by holders tendering by book-entry transfer.
(2) Unless a lower number of Shares to be tendered is otherwise indicated, it will be assumed that all Shares described above are being tendered.

DESCRIPTION OF ADSs TENDERED (SEE INSTRUCTION 13)
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON THIS LETTER OF TRANSMITTAL and/or ACCOUNT STATEMENT	ADSs TENDERED (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
​	ADS Certificate Number(s)(1)	Total Number of ADSs Represented by Certificates(1)	Total Number of ADSs Represented by Book Entry	Total Number of ADSs Tendered(2)
	Total ADSs	​	​	​
(1) Need not be completed by holders tendering by book-entry transfer.
(2) Unless a lower number of ADSs to be tendered is otherwise indicated, it will be assumed that all ADSs described above are being tendered.

YOU SHOULD READ CAREFULLY THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, BEFORE YOU COMPLETE IT. FOR THIS LETTER OF TRANSMITTAL TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY

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AT ONE OF THE ABOVE ADDRESSES BEFORE THE OFFER EXPIRES (IN ADDITION TO THE OTHER REQUIREMENTS DETAILED IN THIS LETTER OF TRANSMITTAL AND ITS INSTRUCTIONS).

This Letter of Transmittal is to be used for book-entry Class B ordinary shares having a nominal value EUR 0.0005 per share (each, a “Share,” and collectively, the “Shares”) of QIWI PLC, a company formed under the laws of Cyprus (the “Company”), and the Company’s Shares represented by American Depositary Shares, each representing a Share (each an “ADS” and collectively, the “ADSs”), which are to be forwarded herewith or, unless an Agent’s Message (defined below) is utilized, if delivery of Shares (including Shares represented by ADSs) is to be made by book-entry transfer to an account maintained by Pacific Stock Transfer Company (the “Depositary”) at The Depository Trust Company pursuant to the procedures set forth in Section 3 of the Offer to Purchase, dated November 25, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase,” and together with this Letter of Transmittal, as each may be amended or supplemented from time to time, the “Offer”). Tendering stockholders must deliver this Letter of Transmittal for, or timely confirmation of book-entry transfer in accordance with the procedures described in Section 3 of the Offer to Purchase with respect to, their Shares (including Shares represented by ADSs) and all other documents required by this Letter of Transmittal to the Depositary by 12:00 midnight, New York City time, at the end of the day on December 22, 2022, unless the Offeror extends or terminates the Offer (such date and time, as they may be extended, the “Expiration Time”).

Your attention is directed to the following:

1.   If you want to retain your Shares (including Shares represented by ADSs), do not take any action.

2.   If you want to participate in the Offer, complete the portions of this Letter of Transmittal, as appropriate.

There are no guaranteed delivery procedures available with respect to the Offer under the terms of the Offer to Purchase or any related materials. Holders must tender their Shares or ADSs in accordance with the procedures set forth in the Offer to Purchase.

We urge stockholders who hold Shares (including Shares represented by ADSs) through a broker, dealer, commercial bank, trust company or other nominee to consult their nominee to determine whether transaction costs are applicable if they tender Shares (including Shares represented by ADSs) through their nominee and not directly to the Depositary.

Beneficial owners of Shares (including Shares represented by ADSs) should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish their own earlier deadlines for participation in the Offer. Accordingly, beneficial owners holding Shares (including Shares represented by ADSs) through a broker, dealer, commercial bank, trust company or other nominee and who wish to participate in the Offer should contact their such nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.

QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION AGENT AT ITS ADDRESS OR TELEPHONE NUMBERS SET FORTH AT THE END OF THIS LETTER OF TRANSMITTAL. REQUESTS FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE OR THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AT THE ADDRESS OR TELEPHONE NUMBERS SET FORTH AT THE END OF THIS LETTER OF TRANSMITTAL.

IF ANY OF THE ADS CERTIFICATES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 3 OF THIS LETTER OF TRANSMITTAL

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CHECK HERE IF TENDERED SHARES OR ADSs ARE BEING DELIVERED HEREWITH.

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CHECK HERE IF YOU HAVE LOST YOUR SHARES OR ADSs CERTIFICATE(S) AND REQUIRE ASSISTANCE IN OBTAINING REPLACEMENT CERTIFICATE(S). BY CHECKING THIS BOX, YOU UNDERSTAND THAT YOU MUST CONTACT THE BANK

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OF NEW YORK MELLON, N.A. TO OBTAIN INSTRUCTIONS FOR REPLACING LOST ADS CERTIFICATES. SEE INSTRUCTION 3.

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CHECK HERE IF TENDERED ADSs ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (NOTE THAT ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN THE SYSTEM OF DTC MAY DELIVER SHARES or ADSs BY BOOK-ENTRY TRANSFER):

Name of Tendering

Institution: 

DTC Account

Number: 

Transaction Code

Number: 

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Ladies and Gentlemen:

The undersigned hereby tenders to the Offeror the above-described Shares (including Shares represented by ADSs) on the terms and subject to the conditions set forth in the Offer to Purchase, dated November 25, 2022 (the “Offer to Purchase”), and this Letter of Transmittal (this “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended and supplemented from time to time, the “Offer”), receipt of which is hereby acknowledged.

Subject to and effective on acceptance for payment of the Shares (including Shares represented by ADSs) tendered with this Letter of Transmittal in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Offeror, all right, title and interest in and to all the Shares (including Shares represented by ADSs) that are being tendered and irrevocably constitutes and appoints Pacific Stock Transfer Company (the “Depositary”) as the true and lawful agent of the undersigned, with full power of substitution, to the full extent of the undersigned’s rights with respect to such Shares (including Shares represented by ADSs), to (a) transfer ownership of such Shares (including Shares represented by ADSs) on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Offeror, upon receipt by the Depositary as the undersigned’s agent, of the aggregate purchase price with respect to such Shares (including Shares represented by ADSs); (b) present instructions for cancellation and transfer of such Shares (including Shares represented by ADSs) on the Company’s books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (including Shares represented by ADSs) all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby covenants, represents and warrants that (a) the undersigned has full power and authority to tender, sell, assign and transfer the Shares (including Shares represented by ADSs) tendered and that, when the same are accepted for payment by the Offeror, the Offeror will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances and other obligations relating to the sale or transfer of the Shares (including Shares represented by ADSs), and the same will not be subject to any adverse claim or right; (b) the undersigned will, on request by the Depositary or the Offeror, execute and deliver any additional documents deemed by the Depositary or the Offeror to be reasonably necessary or desirable to complete the sale, assignment and transfer of the Shares (including Shares represented by ADSs) tendered, all in accordance with the terms of the Offer; and (c) the undersigned understands that tendering Shares (including Shares represented by ADSs) pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer, including the undersigned’s representation and warranty that: (i) the undersigned has a “net long position” in Shares (including Shares represented by ADSs) or Equivalent Securities at least equal to the Shares (including Shares represented by ADSs) tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and (ii) such tender of Shares (including Shares represented by ADSs) complies with Rule 14e-4 promulgated under the Exchange Act. See Section 3 of the Offer to Purchase.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase and this Letter of Transmittal, this tender is irrevocable. See Section 4 of the Offer to Purchase.

The valid tender of Shares (including Shares represented by ADSs) pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and the Offeror on the terms and subject to the conditions of the Offer, which agreement will be governed by, and construed in accordance with, the laws of the State of New York.

The undersigned understands that the Offeror will, upon the terms and subject to the conditions of the Offer, pay a purchase price (the “Purchase Price”) of $2.00 per Share (including Shares represented by ADSs) validly tendered and not validly withdrawn to the seller in cash, less any applicable withholding taxes and without interest, and that the Offeror will pay for Shares (including Shares represented by ADSs).

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Unless otherwise indicated herein under “Special Payment Instructions,” please issue a check for payment of the purchase price for any Shares (including Shares represented by ADSs) tendered hereby that are purchased in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered” or “Description of ADSs Tendered,” as applicable. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for payment of the purchase price for any Shares (including Shares represented by ADSs) tendered hereby that are purchased to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered” or “Description of ADSs Tendered,” as applicable. In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” herein are completed, please issue the check for payment of the purchase price for any Shares (including Shares represented by ADSs) tendered hereby that are purchased in the name(s) of, and deliver such check to, the person or persons so indicated.

NOTE: SIGNATURE MUST BE PROVIDED ON PAGE 8 BELOW.

SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, 5 and 6)		SPECIAL DELIVERY INSTRUCTIONS (See Instruction 6)
To be completed ONLY if the check for the purchase price is to be issued in the name of someone other than the undersigned.		To be completed ONLY if the check for the purchase price is to be mailed or sent to someone other than the undersigned or to the undersigned at an address other than that designated above.
Name:	(Please Print)	Name:	(Please Print)
Address:		Address:
(Include Zip Code)		(Include Zip Code)
(RECIPIENT MUST COMPLETE IRS FORM W-9 INCLUDED HEREIN OR AN APPLICABLE IRS FORM W-8)		​	​

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IMPORTANT

STOCKHOLDERS MUST SIGN HERE
AND
COMPLETE IRS FORM W-9 INCLUDED HEREIN OR AN APPLICABLE IRS FORM W-8

PLEASE SIGN HERE

By signing below, the undersigned expressly agrees to the terms and conditions set forth above.

X 

X 

Signature(s) of Stockholder(s)

Dated:

   (Must be signed by registered holder(s) exactly as name(s) appear(s) on this Letter of Transmittal or on a security position listing or by person(s) authorized to become registered holder(s). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 4)

Name(s):

(Please Type or Print)

Capacity (Full Title):

Address:

(Include Zip Code)

Daytime Area Code and Telephone Number:

GUARANTEE OF SIGNATURE(S) (If required — see Instructions 1 and 4)

APPLY MEDALLION GUARANTEE STAMP BELOW

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1.   Guarantee of Signatures.   No signature guarantee is required on this Letter of Transmittal if either (a) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in DTC’s system whose name appears on a security position listing as the owner of the Shares (including Shares represented by ADSs)) of Shares(including Shares represented by ADSs) tendered herewith and payment and delivery are to be made to such registered holder, unless such registered holder has completed the box entitled “Special Payment Instructions” on this Letter of Transmittal or (b) such Shares (including Shares represented by ADSs) are tendered for the account of a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the Nasdaq Stock Market LLC Medallion Signature Program or the Stock Exchange Medallion Program (each, an “eligible institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an eligible institution. Stockholders may also need to have any certificates they deliver endorsed or accompanied by a stock power, and the signatures on these documents also may need to be guaranteed. See Instruction 4.

2.   Requirements of Tender.   This Letter of Transmittal is to be completed by holders of Shares or ADSs or, unless an Agent’s Message is utilized, if delivery of Shares or ADSs is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a stockholder validly to tender Shares or ADSs pursuant to the Offer, a Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal prior to the Expiration Time and either instructions indicated on this Letter of Transmittal for tendered Shares (including Shares represented by ADSs) must be received by the Depositary at one of such addresses or Shares (including Shares represented by ADSs) must be delivered pursuant to the procedures for book-entry transfer set forth herein (and a book-entry confirmation must be received by the Depositary), in each case prior to the Expiration Time. The term “Agent’s Message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, stating that the book-entry transfer facility has received an express acknowledgment from the participant tendering Shares or ADSs through the book-entry transfer facility that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against that participant.

The method of delivery of Shares or ADSs, this Letter of Transmittal and all other required documents, including delivery through DTC, is at the sole election and risk of the tendering stockholder. Shares or ADSs will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery to the Depositary prior to the Expiration Time.

TIMELINESS OF RECEIPT OF ALL DOCUMENTS SHALL BE DETERMINED BY THE DEPOSITARY IN ITS SOLE DISCRETION.

Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional Shares (including Shares represented by ADSs) will be purchased. All tendering stockholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance for payment of their Shares (including Shares represented by ADSs).

3.   Lost, Destroyed or Stolen Certificates.   If any Shares or ADS certificates have been lost, destroyed or stolen, then the holder should promptly notify The Bank of New York Mellon, N.A. as ADS transfer agent (the “Transfer Agent”), regarding the requirements for replacement. The holder will then be instructed as to the steps that must be taken in order to replace such certificate(s). You may be required to post a bond to secure against the risk that the certificate(s) may be subsequently recirculated. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed. You are urged to contact the Transfer Agent immediately in order to receive further instructions and for a determination of whether you will need to post a bond and to permit timely

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processing of this documentation. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed. Certificates evidencing tendered Shares or ADSs, or a Book-Entry Confirmation into the Depositary’s account at DTC, as well as this Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message (if utilized in lieu of this Letter of Transmittal in connection with a book-entry transfer), and any other documents required by this Letter of Transmittal, must be received before the Expiration Date.

4   Signatures on Letter of Transmittal, Stock Powers and Endorsements.   If this Letter of Transmittal is signed by the registered holder(s) of the Shares or ADSs tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of this Letter of Transmittal or on a security position listing without any change whatsoever.

If any of the Shares or ADSs tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If this Letter of Transmittal or any stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to the Offeror of his or her authority to so act must be submitted with this Letter of Transmittal.

If this Letter of Transmittal is signed by the registered owner(s) of the Shares or ADSs tendered hereby, no endorsements of separate stock powers are required unless payment of the purchase price is to be made, or book entries for Shares or ADSs not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such stock powers must be guaranteed by an eligible institution.See Instruction 1.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Shares or ADSs tendered hereby, or if payment is to be made or book entries for Shares or ADSs not tendered or not purchased are to be entered in the name of a person other than the registered owner(s), the Letter(s) of Transmittal in respect of such Shares or ADSs must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the Letter of Transmittal. Signature(s) on any such stock power(s) must be guaranteed by an eligible institution.See Instruction 1.

5.   Stock Transfer Taxes.   The Offeror will pay any stock transfer taxes with respect to the transfer and sale of Shares or ADSs to it pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Shares or ADSs not tendered or not accepted for payment are to be registered in the name of any person(s) other than the registered owner(s), or if Shares or ADSs tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter of Transmittal. Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to this Letter of Transmittal.

6.   Special Payment and Delivery Instructions.   If a check for the purchase price of any Shares or ADSs accepted for payment is to be issued in the name of a person other than the signer of this Letter of Transmittal, the box titled “Special Payment Instructions” must be completed and signatures must be guaranteed as described in Instructions 1 and 4. If the check for the purchase price of any Shares or ADSs accepted for payment is to be mailed to a person other than the signer of this Letter of Transmittal, the box titled “Special Delivery Instructions” must be completed.

7.   Irregularities.   The Offeror will determine in its discretion, subject to applicable laws, all questions as to the number of Shares or ADSs to accept, the price to be paid therefore, and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares or ADSs. Any such determinations will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. The Offeror reserves the right to reject any or all tenders of Shares or ADSs it determines not to be in proper form or the acceptance of which or payment for which may, in the Offeror opinion, be

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unlawful. The Offeror also reserves the right to waive any defect or irregularity in the tender of any particular Shares or ADSs, and the Offeror’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all parties. No tender of Shares or ADSs will be deemed to be validly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Offeror shall determine. None of the Offeror, the Depositary, the Information Agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

8.   Tax Identification Number and Backup Withholding.   To prevent backup withholding, each U.S. Holder (as defined below) should either (x) provide his, her or its correct taxpayer identification number (“TIN”) by completing the copy of the Internal Revenue Service (“IRS”) Form W-9 attached to this Letter of Transmittal, certifying that (1) he, she or it is a “United States person” ​(as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), (2) the TIN provided is correct (or that such U.S. Holder is awaiting a TIN) and (3) that the U.S. Holder is exempt from backup withholding because (i) the holder has not been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or (ii) the IRS has notified the U.S. Holder that he, she or it is no longer subject to backup withholding or (y) otherwise establish an exemption. If you do not provide the Depositary (or other applicable withholding agent) with the correct TIN or an adequate basis for exemption, you may be subject to a $50 penalty imposed by the IRS, and payments made to you pursuant to the Offer may be subject to backup withholding at a rate of 24%. If withholding results in an overpayment of taxes, a refund may be obtained, provided the required information is timely furnished to the IRS.

To prevent backup withholding, a Non-U.S. Holder (as defined below) should (i) submit a properly completed IRS Form W-8BEN or W-8BEN-E, as appropriate (or other applicable IRS Form W-8), to the Depositary (or other applicable withholding agent), certifying under penalties of perjury to the Non-U.S. Holder’s exempt status or (ii) otherwise establish an exemption. IRS Forms W-8BEN and W-8BEN-E (and other applicable IRS Forms W-8) may be obtained from the Depositary or on the web at www.irs.gov.

Certain holders (including, among others, corporations) are exempt recipients generally not subject to these backup withholding requirements. See the enclosed IRS Form W-9 for additional information regarding exempt recipients. To avoid possible erroneous backup withholding, exempt U.S. Holders, while not required to file IRS Form W-9, should complete and return the IRS Form W-9 and provide their proper “Exempt payee code” on its face.

For the purposes of these instructions, a “U.S. Holder” is a beneficial owner of Shares (including Shares represented by ADSs) that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident alien of the United States, (ii) a corporation or other entity treated as a corporation created or organized under the laws of the United States, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) it has a valid election in effect to be treated as a U.S. person. Holders that are, or hold their Shares (including Shares represented by ADSs) through, partnerships and other pass-through entities should consult their tax advisors regarding their treatment for purposes of these instructions. A “Non-U.S. Holder” means a beneficial owner of Shares (including Shares represented by ADSs) that is neither a U.S. Holder nor a partnership (or other entity treated as a partnership for U.S. federal income tax purposes).

See the enclosed IRS Form W-9 for additional information and instructions.

HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF U.S. FEDERAL INCOME TAX WITHHOLDING AND BACKUP WITHHOLDING, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND PROCEDURE.

9.   Requests for Assistance or Additional Copies.   Questions and requests for assistance should be directed to the Information Agent at its address and telephone numbers set forth on the last page of this Letter of Transmittal. Requests for additional copies of the Offer to Purchase, this Letter of Transmittal may be directed to the Information Agent at its address set forth on the last page of this Letter of Transmittal.

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IMPORTANT. This Letter of Transmittal, together with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary prior to the Expiration Time and either this Letter of Transmittal for tendered Shares (including Shares represented by ADSs) must be received by the Depositary or Shares (including Shares represented by ADSs) must be delivered pursuant to the procedures for book-entry transfer, in each case prior to the Expiration Time.

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This Letter of Transmittal and any other required documents should be sent or delivered by each stockholder of the Company or such stockholder’s bank, broker, dealer, trust company or other nominee to the Depositary at one of its addresses set forth below.

The Depositary for the Offer is:

Pacific Stock Transfer Company
Attn: Corporate Services Company
6725 Via Austi Parkway, Suite 300
Las Vegas, NV 89119
Phone: 800-785-7782
Email: info@pacificstocktransfer.com

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Questions or requests for assistance may be directed to the Information Agent at its respective telephone numbers and locations listed below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at the telephone number and location listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

Alliance Advisors, LLC
200 Broadacres Drive
Bloomfield, New Jersey 07003
Call Toll-Free: 877-587-1963
Email: QIWI@allianceadvisors.com

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