UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

QIWI plc

(Name of Issuer)

American Depositary Shares, each representing one Class B ordinary share

Class B Ordinary Shares, having a nominal value of €0.0005 per share

(Title of Class of Securities)

74735M108

(CUSIP Number)

Evgeny Dankevich, Ruben Aganbegyan and Konstantin Olefir

2/4 Letnikovskaya Street, 115114, Moscow, Russia

+7 (495) 232-03-00

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 2, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note:

This Schedule 13D records the acquisition by OICL of beneficial ownership of 5,593,041 Class B ordinary shares of QIWI. On May 14, 2015, OICL entered into the Subscription Agreement with QIWI and Otkritie Holding for the acquisition of 5,593,041 Class B ordinary shares of QIWI in exchange for all of the outstanding charter capital of CIHRUS Limited Liability Company (“CIHRUS”). On June 2, 2015, pursuant to the Subscription Agreement, QIWI acquired a 70% interest in CIHRUS from OICL in exchange for the issuance of 3,915,129 Class B ordinary shares to OICL. The parties anticipate that the remaining 30% interest in CIHRUS will be acquired by QIWI from OICL in exchange for the issuance of 1,677,912 Class B ordinary shares to OICL around mid-July 2015, subject to the satisfaction of various closing conditions. OICL may deposit the Class B ordinary shares with the depositary for QIWI’s ADS program and receive a number of ADSs representing Class B ordinary shares so deposited.

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the Class B ordinary shares and ADSs of QIWI. The address of the principal executive office of QIWI is Kennedy 12, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus.

Item 2. Identity and Background.

This statement is filed by OICL, a company incorporated under the laws of the Republic of Cyprus, whose principle business is investment activities and business address and registered address are at Angelou Vlachou, 4A, 6052, Larnaca, Cyprus.

To the knowledge of OICL, the name, business address, citizenship, and principal occupation or employment of (i) each director and executive officer of OICL, (ii) each person controlling such corporation and (iii) each executive officer and director of any corporation or other person ultimately in control of such corporation, are set forth in Schedule A and incorporated herein by this reference.

During the past five years, OICL has not, nor, to the knowledge of OICL, have any of the persons listed on Schedule A hereto (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source or Amount of Funds or Other Consideration.

The consideration for the Class B ordinary shares acquired by OICL under the Subscription Agreement was the transfer by OICL to QIWI of an in-kind contribution in the form of 100% of the charter capital of CIHRUS.

Item 4. Purpose of Transaction.

The acquisition of beneficial ownership of the Class B ordinary shares reported in this Schedule 13D by OICL from QIWI was the result of the sale to QIWI of all of the charter capital of CIHRUS. See the Explanatory Note above, which is incorporated herein by reference. In connection with the acquisition of the Class B ordinary shares, QIWI and OICL entered into a cooperation agreement, dated June 2, 2015 (the “Cooperation Agreement”),

pursuant to which they have agreed to strategically cooperate with each other in order to carry out certain joint projects related to certain areas of their respective businesses, including by virtue of establishing a steering committee.

(a) OICL may deposit the Class B ordinary shares with the depositary for QIWI’s ADS program and receive a number of ADSs representing Class B ordinary shares so deposited. OICL may seek to sell the Class B ordinary shares or ADSs it owns in the ordinary course of its business.

On June 4, 2015, QIWI filed a Form F-3 Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), for the resale from time to time of ADSs beneficially owned by OICL (the “Form F-3 Registration Statement”). In addition, OICL may transfer Class B ordinary shares or ADSs by other means, including in a transaction pursuant to Regulation S under the Securities Act or in a transaction exempt from registration under the Securities Act, including pursuant to Rule 144 thereunder. There is no assurance that any such resales or other transfers will be made.

OICL expects to enter into repurchase, buy and sell back and other similar transactions with third parties from time to time covering Class B ordinary shares and ADSs it beneficially owns, and also may loan, pledge, hypothecate or sell Class B ordinary shares and ADSs to third parties.

(d) Pursuant to a voting agreement, dated June 2, 2015 (the “Voting Agreement”), between Saldivar and OICL, Saldivar has agreed to vote the shares held by it as are necessary in favor of electing or re-electing Mr. Evgeny Dankevitch, or if Mr. Evgeny Dankevitch does not consent to his appointment as director, a replacement nominee agreed with Saldivar (a “Designated Director”), for election or re-election as a director at any general meeting of QIWI shareholders during a one-year period following the date of the Voting Agreement.

(f) OICL, and the other persons listed on Schedule A hereto, may engage in discussions with management, QIWI’s board of directors, other QIWI shareholders and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of QIWI. Pursuant to the Voting Agreement, Saldivar has agreed to vote the shares held by it as are necessary in favor of electing or re-electing a Designated Director for election or re-election as a director at any general meeting of QIWI shareholders during a one-year period following the date of the Voting Agreement.

As a result of these activities, OICL may suggest or take a position with respect to potential changes in the business, operations, management or capital structure of QIWI. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein.

To the knowledge of OICL, each of the persons listed on Schedule A hereto may make the same evaluation and reserve the same rights.

Item 5. Interest in Securities of the Issuer.

(a) See Exhibit A hereto, which is incorporated herein by reference.

(b) See Exhibit A hereto, which is incorporated herein by reference.

(c) Not applicable.

(d) OICL expects to enter into repurchase, buy and sell back and other similar transactions with third parties from time to time covering Class B ordinary shares and ADSs it beneficially

owns, and also may loan, pledge, hypothecate or sell Class B ordinary shares and ADSs to third parties. Such third parties may then hold an interest in some or all of OICL’s ADSs, including the right to receive dividends and other distributions thereon and to sell or transfer such ADSs.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Form F-3 Registration Statement

On June 4, 2015, QIWI filed the Form F-3 Registration Statement under the Securities Act, for the resale from time to time of ADSs beneficially owned by OICL.

Repurchase Agreements

OICL expects to enter into repurchase, buy and sell back and other similar transactions with third parties from time to time covering Class B ordinary shares and ADSs it beneficially owns, and also may loan, pledge, hypothecate or sell Class B ordinary shares and ADSs to third parties.

Subscription Agreement

QIWI, OICL and Otkritie Holding entered into the Subscription Agreement, pursuant to which they have agreed OICL will acquire 5,593,041 Class B ordinary shares of QIWI in exchange for all of the outstanding charter capital of CIHRUS.

Voting Agreement

Saldivar and OICL entered into the Voting Agreement, pursuant to which they have agreed to the nomination and appointment of a Designated Director as director of QIWI during a one-year period following the date of the Voting Agreement.

Item 7. Material to Be Filed as Exhibits.

EXHIBIT INDEX

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 12, 2015

SCHEDULE A

Persons other than Individuals:

The business address for each of the individuals listed above, other than Maria Pitta, Androulla Mantoles, Niel Leonard Jones, Angela Francine Atherden and Christina Kei, is Letnikovskaya street, 2, building 4, Moscow, 115114, Russia. The business address for Maria Pitta and Androulla Mantoles is 4 Angelou Vlachou, 4A, 6052, Larnaca, Cyprus. The business address for Christina Kei is Chrysanthou Mylona 10, Magnum House, P.C. 3030, Limassol, Cyprus. The business address for Niel Leonard Jones and Angela Francine Atherden is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

Each individual listed in the table above disclaims beneficial ownership of the Class A and/or B ordinary shares that may be beneficially owned by each of the other entities and individuals listed in this Schedule A and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.

EXHIBIT A

Item 5(a)&(b) – Interest in Securities of the Issuer

Explanatory Note:

Otkritie Holding may be deemed to beneficially own the Class B shares beneficially owned by OICL by virtue of its indirect ownership interest in OICL. OICL is an indirect, wholly-owned subsidiary of Otkritie Holding.

Otkritie Advisory Services Limited (“Otkritie Advisory”) may be deemed to beneficially own approximately 84.0% of the Class B shares beneficially owned by OICL by virtue of its direct ownership interest in OICL. Otkritie Advisory is an indirect, wholly-owned subsidiary of Otkritie Holding.

OTKRITIE Capital LLC (“Otkritie Capital”) may be deemed to beneficially own approximately 84.0% of the Class B shares beneficially owned by OICL by virtue of its indirect ownership interest in OICL. Otkritie Capital is a direct, wholly-owned subsidiary of Otkritie Holding.

Each of Otkritie Holding, Otkritie Advisory and Otkritie Capital may be deemed members of a group with OICL by reason of the relationships described above. Such persons may also be deemed members of a group with each of the other persons listed in the table above by reason of the relationships described below. Each such person disclaims membership in such group and this report shall not be construed as an admission that such persons are members of a group.

Exhibit 1

COOPERATION AGREEMENT

This Cooperation Agreement, dated as of 02 June, 2015, between Otkritie Investments Cyprus Limited, a company incorporated under the laws of the Republic of Cyprus with registration number HE 301373, whose registered address is at Angelou Vlachou, 4A, 6052, Larnaca, Cyprus (“OICL” and together with its Affiliates, “Otkritie”) and QIWI plc, a public company limited by shares incorporated under the laws of the Republic of Cyprus with registration number HE 193010, whose registered office is at Kennedy 12, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus (“QIWI”, and, together with its Affiliates, “QIWI Group”).

RECITALS

(B)	Under the terms of the Deed of Subscription, QIWI will acquire a one hundred (100) percent ownership interest in the charter capital of CIHRUS Limited Liability Company (“CIHRUS”), a limited liability company duly existing and incorporated under the laws of the Russian Federation.

(C)

CIHRUS is the parent company of Rapida Ltd , a company duly existing and incorporated under the laws of the Russian Federation under registration number 1037700111679, which QIWI will acquire as part of the transactions contemplated under the Deed of Subscription (“NKO Rapida” and, together with its Affiliates that are also being acquired pursuant to the transactions contemplated by the Subscription Agreement, “Rapida”).

NOW THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree as follows:

“Affiliate” means, with respect to any person, any other person directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with such person and, in the case of a trust, any trustee or beneficiary (actual or potential) of that trust and, in the case of an individual, any person connected with him; provided that, for the purposes of this Agreement, neither QIWI nor any of its subsidiaries is to be regarded as an Affiliate of Otkritie;

“Applicable Law(s)” means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority having jurisdiction over Otkritie or QIWI, as applicable, or tribunal or in an administrative, regulatory or similar proceeding;

“Business Day” means a day other than Saturday, Sunday or public holiday in Moscow (Russia); New York (United States) and Nicosia (Cyprus);

“Committee Member” has the meaning given to it in Clause 3.2;

“Completion 1” has the meaning given to it in the Deed of Subscription;

“Confidential Information” means the existence and contents of this Agreement, the arrangements contemplated by this Agreement and:

which any party may from time to time receive or obtain (verbally or in writing or in disk or electronic form or by any other means) from any other party as a result of negotiating, entering into, or performing its obligations pursuant to this Agreement;

in each case except to the extent that such information is, has or does become available:

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“Control” in relation to an undertaking means the direct or indirect holding or control of: (a) a majority of the voting rights exercisable at general meetings of the members of that undertaking on all, or substantially all, matters; (b) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of that undertaking on all, or substantially all, matters; or (c) the right (whether pursuant to a contract, understanding or other arrangement) to direct or cause to be directed directly or indirectly a dominant influence over such other undertaking, and (i) where an undertaking is not a company, references above to directors, general meetings and members shall be deemed to refer to the equivalent bodies in such undertaking; and (ii) “Controlled” and “Controlling” shall have a corresponding meaning;

“Dispute” has the meaning given to it in Clause 9.2;

“Effective Time” has the meaning given to it in Clause 6.1;

“LCIA” has the meaning given to it in Clause 9.2;

“LCIA Rules” has the meaning given to it in Clause 9.2;

“NKO Rapida” has the meaning given to it in the Recitals;

“Parties” shall mean OICL and QIWI, together, and each of them a “Party”;

“Representatives” has the meaning given to it in Clause 5.2;

“Steering Committee” has the meaning given to it in Clause 3.1;

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Each of Otkritie and QIWI Group shall have the exclusive right to remove and replace any of its designees to the Steering Committee at any time by notice to the other party.

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provided in each case set out in Clauses 5.2(a) and 5.2(b) above, the Party disclosing the same shall take all reasonable steps to preserve the confidentiality thereof and to ensure that such information shall be used only for the purposes for which it has been disclosed.

In this Clause 5.4, “Litigation” means any action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or threatened, by or before any court, tribunal, arbitrator, expert or other governmental authority.

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The relevant details of each party at the date of this Agreement are:

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c/o Law Debenture Corporate Services Limited

Fifth Floor

100 Wood Street

London EC2V 7EX

United Kingdom

or

12 Floor,

88 Wood Street

London EC2V 7RS

United Kingdom

(or to any other registered office in England and Wales of Otkritie Capital International Limited from time to time); or

This Agreement has been duly executed by the parties (or their duly authorised representatives) on the date specified at the beginning of this Agreement.

[Signature page follows]

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Exhibit 2

EXECUTION VERSION

14 May 2015

QIWI plc

and

Otkritie Holding JSC

and

Otkritie Investment Cyprus Limited

DEED OF SUBSCRIPTION

in respect of shares in

QIWI plc

TABLE OF CONTENTS

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THIS DEED OF SUBSCRIPTION (this “Agreement”) is made on              May 2015

BY AND BETWEEN:

RECITALS:

IT IS AGREED as follows:

In this Agreement, the following words and terms shall have the meaning give to them below:

“Accounting Period” means any period by reference to which any Income, Profits or Gains, or any other amounts relevant for the purposes of Tax, are measured or determined;

“Accounts” means (a) the balance sheet, as of the Accounts Date, and the profit and loss account of the twelve (12) month period ended on the Accounts Date of each of CIHRUS, LLC Attenium and LLC Gikor; (b) the balance sheet, as of 31 March 2015, and the profit and loss statement for the three months ended 31 March 2015 of each of LLC “Processing center “Rapida” and NKO Rapida; and (c) the audited balance sheet, as of the Accounts Date, and the audited profit and loss statement for the year ended on the Accounts Date of each of LLC “Processing center “Rapida” and NKO Rapida, each such Accounts prepared in accordance with Russian Accounting Principles (a copy of such Accounts is attached to the Disclosure Letter);

“Accounts Date” means 31 December 2014;

“Actual Tax Liability” means any liability of a Group Company to make or suffer a payment of, in respect of or on account of Tax (including Tax for which a Group Company: (i) is not primarily liable; and (ii) has indemnified another person) arising in connection with or as a result of an Event which occurred on or before the Completion Date 1, or in respect of or with reference to any Income, Profits or Gains which were earned, accrued or received on or before Completion 1;

“ADSs” means American depositary shares of QIWI, each representing one Share.

“Affiliate” means, with respect to any person, any other person directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with such person and, in the case of a trust, any trustee or beneficiary (actual or potential) of that trust and, in the case of an individual, any person connected with him, provided that, for the purposes of this Agreement, neither QIWI nor any of its subsidiaries is to be regarded as an Affiliate of the Investor;

“Applicable Law(s)” means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal and all codes of practice having force of law, statutory guidance and policy notes;

“Articles” means the memorandum and articles of association of QIWI, as amended from time to time;

“Assets” means the assets owned and/or used by a Group Company in connection with the Ordinary Course of Business, including, without limitation, those assets listed in Schedule 7 (Leases);

“Business Day” means a day other than Saturday, Sunday or public holiday in Moscow (Russia); New York (United States) and Nicosia (Cyprus);

“Claim” means any claim made by a party to this Agreement arising out of, or in connection with, this Agreement, the Documents or the Transactions contemplated hereby, or referred to herein, howsoever arising;

“CIHRUS” means CIHRUS Limited Liability Company duly existing and incorporated under the laws of the Russian Federation under the primary state registration number 1127746224792, tax identification number 7722772200, which registered office is located at: bldg. 1, Aviamotornaya str. 11, 111020, Moscow, Russia;

“Competition Law” means Russian Federal Law No. 135-FZ of 26 July 2006 “On Protection of Competition” (as amended);

“Completion 1” has the meaning given to that term in clause 4.2.1;

“Completion 2” has the meaning given to that term in clause 4.2.2;

“Completion Date” means any of the Completion Date 1 or the Completion Date 2, as the case may be;

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“Completion Date 1” means the fifth Business Day following the day when the last of the Conditions Precedent 1 has been satisfied or waived, in accordance with this Agreement or at such other time as may be agreed in writing between QIWI and the Investor;

“Completion Date 2” means the fifth Business Day following the day when the last of the Conditions Precedent 2 has been satisfied or waived, in accordance with this Agreement or at such other time as may be agreed in writing between QIWI and the Investor;

“Conditions Precedent” means the Conditions Precedent 1 or the Conditions Precedent 2;

“Conditions Precedent 1” means the conditions set out in clause 3.1;

“Conditions Precedent 2” means the conditions set out in clause 3.2;

“Confidential Information” means the existence and contents of this Agreement and the other Transaction Documents, the arrangements contemplated by this Agreement and the other Transaction Documents and:

which any Party may from time to time receive or obtain (verbally or in writing or in disk or electronic form or by any other means) from any other Party as a result of negotiating, entering into, or performing its obligations pursuant to this Agreement or any other Transaction Document;

in each case except to the extent that such information is, has or does become available:

(i) to a Party through the public domain other than pursuant to a breach of an obligation of confidentiality in respect thereof by such Party or its Representatives; or

(ii) pursuant to disclosure, in a non-confidential manner, to a Party by a source which to the knowledge of such Party is not prohibited to disclose the information by reason of any legal, contractual or fiduciary obligation;

“Control” in relation to an undertaking means the direct or indirect holding or control of: (a) a majority of the voting rights exercisable at general meetings of the members of that undertaking on all, or substantially all, matters; (b) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of that undertaking on all, or substantially all, matters; or (c) the right (whether pursuant to a contract, understanding or other arrangement) to direct or cause to be directed directly or indirectly a dominant influence over such other undertaking, and (i) where an undertaking is not a company, references above to directors, general meetings and members shall be deemed to refer to the equivalent bodies in such undertaking; and (ii) “Controlled” and “Controlling” shall have a corresponding meaning;

“Conversion Rate” means the official exchange rate between the U.S. dollar and the currency in question against the Russian rouble as determined by the Central Bank of the Russian Federation on any date on which a conversion rate is to be determined in accordance with this Agreement or, if no such rate is quoted on that date, on the first preceding day on which such rates are determined by the Central Bank of the Russian Federation;

“Cooperation Agreement” means the cooperation agreement to be entered into between Qiwi and Investor on or around the date of this Agreement;

“Costs” means costs, charges and expenses (including those suffered or incurred in establishing or enforcing a right to be indemnified under this Agreement);

“Credit Facilities” means credit facility agreements entered into by LLC “Processing center “Rapida” (primary state registration number 5077746771196) and Public JSC Bank Otkritie

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Financial Corporation (primary state registration number 1027739019208) namely: Credit Agreement No. 5294-13/K dated December 27, 2013, and Revolving Credit Agreement No. 3575-12/BK dated November 01, 2012;

“Cyprus Appraiser” means any chartered auditor or appraiser acting under the Applicable Law in Cyprus;

“Cyprus Valuation Report” means a report on the valuation of the Interest prepared by the Cyprus Appraiser expected to be delivered to QIWI on or around 20 May 2015 in accordance with the Applicable Law in Cyprus;

“Deposit Agreement” the Deposit Agreement, dated as of 2 May 2013, between QIWI plc and The Bank of New York Mellon;

“Documents” means the documents and information provided by the Investor to QIWI and/or its advisers in respect of the Group Companies as part of QIWI’s due diligence exercise;

“Disclosed” means disclosed in the Disclosure Letter;

“Disclosure Letter” means the letter of the same date as this Agreement from the Investor to QIWI for the purpose of clause 5.7 which is accepted as such by QIWI;

“Dispute” has the meaning given to that term in clause 12.2;

“Encumbrance” means any claim, option, charge (fixed or floating), mortgage, lien, pledge, equity, encumbrance, right to acquire, right of pre-emption, right of first refusal, title retention or any other third party right, or other security interest or any other agreement or arrangement having a similar effect or any agreement to create any of the foregoing;

“EUR” means the Euro, the lawful currency of the member states of the European Union that adopted the single currency in accordance with the Treaty of Rome establishing the European Economic Community, as amended;

“Event” means any event, transaction (including the execution of the Agreement and Completion 1), action, circumstance or omission whether alone or in conjunction with any other event, transaction, action, circumstance or omission and includes further (without limitation) becoming, being or ceasing to be a member of a group of companies (however defined) for the purposes of any Tax, and references to an Event occurring on or before a particular date shall include an Event deemed for the purposes of any Tax to occur or which is otherwise treated or regarded as occurring on or before such date, and references to an Event occurring after a particular date shall include an Event deemed for the purposes of any Tax to occur or which is otherwise treated or regarded as occurring after such date;

“Exchange Act” means the U.S. Securities and Exchange Act of 1934;

“FAS” means the Federal Antimonopoly Service of the Russian Federation or its departments and divisions or any successor authority or body.

“Governmental Authority” means any nation or government or any state or other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the government, including any governmental authority, ministry, agency, department, board, commission or instrumentality or subdivision thereof; any court, including tribunal (whether standing or ad hoc), arbitration panel or arbitrator (including an arbitrator of international commercial arbitrations); and any self-regulatory organisation acting on behalf of the government or itself pursuant to the rights granted thereto by Applicable Law;

“Group Company” means CIHRUS and any other legal entity Controlled by CIHRUS from time to time and the expression “Group Companies” will be construed accordingly. A list of Group Companies is attached as Schedule 1 (Details of the Group Companies) hereto;

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“Income, Profits or Gains” means income, receipts, turnover, revenue, profits, chargeable gains and any other similar measure by reference to which Tax is chargeable or assessed, and references to Income, Profits or Gains earned, accrued or received on or before a particular date or in respect of a particular Accounting Period or part of an Accounting Period includes Income, Profits or Gains which are deemed for the purposes of any Tax to have been earned, accrued or received at or before that date or in respect of that Accounting Period or that part of an Accounting Period;

“Instalment 1” means 70 (seventy) percent of the Interest to be transferred by the Investor to QIWI as contribution in kind for the Subscription Shares 1 as set out in this Agreement;

“Instalment 2” means 30 (thirty) percent of the Interest to be transferred by the Investor to QIWI as contribution in kind for the Subscription Shares 2 as set out in this Agreement;

“Intellectual Property” means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets), software, brand, and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may, now or in the future, subsist in any part of the world owned by the Group Companies;

“Interest” means a 100 (one hundred) percent ownership interest in the charter capital of CIHRUS of RUB 410 000 (four hundred ten thousand) par value, providing 100 (one hundred) percent of the voting rights exercisable at any general meeting of CIHRUS;

“Investaktiv” means Investaktiv Limited liability Company duly existing and incorporated under the laws of the Russian Federation under the primary state registration number 5107746004031, tax identification number 7716677678, which registered office is located at: Samotechnaya str. 11, 127473, Moscow, Russia;;

“LCIA” has the meaning set forth in clause 12.2;

“LCIA Rules” has the meaning set forth in clause 12.2;

“Lease” means all lease (sub-lease) agreements entered into by the Group Companies with respect to the premises or real estate and valid and effective on the date of this Agreement listed in Schedule 7 (Leases);

“LLC Attenium Interest” means any interest in LLC Attenium not otherwise held by CIHRUS, including any such interest held by Investaktiv as of the date of this Agreement;

“LLC Law” means Russian Federal Law No. 14-FZ of 8 February 1998 “On Limited Liability Companies” (as amended);

“Longstop Date 1” means 31 July 2015, unless otherwise agreed by the Parties;

“Longstop Date 2” means the thirtieth (30^th) Business Day following the Completion Date 1, unless otherwise agreed by the Parties;

“Losses” or “Loss” means all losses, liabilities, costs (including legal costs and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands, except in relation to any Relief, Loss shall mean the loss, non-availability, reduction, nullification, disallowance or clawback of such Relief;

“Material Adverse Change” means any change, effect, event, fact, variation, circumstance or development that, individually or in the aggregate, has had, or would reasonably be expected to have: (i) a material adverse effect on the business, assets, liabilities, operations, financial condition or results of (x) QIWI and its subsidiaries; or (y) the Group Companies taken as a whole or (ii) any material impairment of the Investor or QIWI to perform its respective obligations hereunder;

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“Material Adverse Effect” means any change, effect, event, fact, variation, circumstance or development that, individually or in the aggregate, has had, or would reasonably be expected to have: (i) a material adverse effect on the business, assets, liabilities, operations, financial condition or results of the Group Companies taken as a whole or (ii) any material impairment of the Investor to perform its obligations hereunder;

“Material Contract” means a contract that has a contract value of RUB 40,000,000 (forty million roubles) per annum or more;

“NKO Rapida” means Rapida Ltd duly existing and incorporated under the laws of the Russian Federation under the primary state registration number 1037700111679, tax identification number 7744000775, registration number of credit organization assigned by the Central Bank of the Russian Federation No.3371-K, which registered office is located at: bldg. 2, Usievicha str. 20, 125190, Moscow, Russia;

“Notary” means a public notary in the Russian Federation acting under the Fundamental Principles of the Legislation of the Russian Federation Concerning Notarial Services adopted by the decree of the High Court of the Russian Federation as of February 11, 1993, No.4462-1;

“Ordinary Course of Business” means usual, regular and necessary activities and transactions, including auxiliary, relating to the acceptance and transfer of payments and money remittance, which are normal and routine for the Group Companies, including all projects of the Group Companies existing as of the date of this Agreement;

“Otkritie Director” means any person nominated by the Investor and elected (or re-elected) as a director of QIWI;

“Party” or “Parties” means a party or the parties to this Agreement;

“QIWI Warranties” means the representations and warranties on the part of QIWI contained in clause 5 (Warranties), including the General Warranties as given by QIWI;

“QIWI Warranty Claim” means a claim by the Investor or any person deriving title from it for any breach or alleged breach of any of the QIWI Warranties;

“Regulatory Approval” means with respect to any person, (i) any authorization, consent, approval, licence, ruling, permit, certification, exemption, filing, variance, order, judgment, decree or publication of, by or with, (ii) any notice to, (iii) any declaration of, by or with or (iv) any registration by or with, any Governmental Authority required to be obtained or made by such person;

“Related Party” means (a) any enterprise that, directly or indirectly, Controls, is Controlled by or is under common Control with, the Investor; (b) an unconsolidated enterprise in which the Investor, directly or indirectly, has a significant influence or which has, directly or indirectly, a significant influence over the Investor; (c) any individual who owns, directly or indirectly, an interest in the voting power of the Investor that gives such shareholder significant influence over the Investor and such shareholder’s family members; (d) any director, nominee for director, officer or other key member of the management of the Investor, and such persons’ family members, and (e) any enterprise in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d), or over which such a person is able to exercise significant influence.

For the purpose of this definition, “family member” means with respect to a person, (i) such person’s spouse, (ii) such person’s parent, child or sibling, in each case whether by blood, marriage or adoption, or (iii) such person’s mother- or father-in-law, son- or daughter-in-law, brother- or sister-in-law, or (iv) anyone residing in such person’s home. For the purpose of this definition, shareholders beneficially owning a ten (10) per cent interest in the voting power in any entity are presumed to have a “significant influence” on such entity.

“Relief” means any relief, loss, allowance, credit, exemption, deduction or set off, or any right to repayment of Taxation;

6

“Representative” has the meaning given to that term in the clause 10.3.1;

“Restricted Actions” means the matters listed in Schedule 6;

“Restricted Business” means the business substantially the same as the cash remittance business being the core business of Contact Payment System and carried out on the Completion Date 1 by any Group Company and any development thereof which is currently being implemented in any Group Company.

“RUB” means the lawful currency of the Russian Federation;

“Russian Appraiser” means any chartered auditor or appraiser acting under the Applicable Law in Russia;

“Russian Valuation Report” means a report on the valuation of the Interest prepared by the Russian Appraiser expected to be delivered to QIWI on or around 20 May 2015 in accordance with the Applicable Law in Russia;

“Sanctions” means the economic, financial and trade embargoes and sanctions laws, regulations, rules and/or restrictive measures administered, enacted or enforced (from time to time) by the Office of Foreign Assets Control of the U.S. Department of Treasury, the United States Department of State, any other U.S. government entity, the United Nations Security Council, any United Nations Security Council Sanctions Committee, the European Union, any Member State of the European Union, and the Russian Federation;

“Sanctions Target” means a person or entity that is (from time to time):

(a) listed on any Sanctions List or targeted by Sanctions;

(b) located in or incorporated under the laws of any country or territory that is the target of comprehensive, country- or territory-wide Sanctions (being, as at the date of this agreement, Cuba, Iran, Syria, Sudan and North Korea); or

(c) directly or indirectly owned or controlled by, or acting on behalf, or at the direction, of any person falling within (a) or (b) above;

“SEC” means the United States Securities and Exchange Commission;

“SEC Filing” means all forms, reports, schedules, declarations, statements, applications and other documents filed by QIWI with the SEC under the Exchange Act;

“Securities Act” means the U.S. Securities Act of 1933;

“Shares” means class B shares, par value EUR 0.0005 each, in QIWI, which each confers upon its holder the right to one (1) vote at the general meeting of QIWI;

“Subscription” has the meaning given to that term in clause 2;

“Subscription Shares” means the Subscription Shares 1 and the Subscription Shares 2;

“Subscription Shares 1” means the number of Shares specified in clause 2.1.1;

“Subscription Shares 2” means the number of Shares specified in clause 2.1.2;

“Subsidiary” means in relation to an undertaking (the holding undertaking), any other undertaking which the holding undertaking (or persons acting on its, or their behalf) Controls and any undertaking which is a Subsidiary of another undertaking which is also a Subsidiary of any undertaking of which that other is a Subsidiary;

“Systems” means any security, information and/or data protection systems of the Group Companies;

7

“Taxation” or “Tax” means all statutory, governmental, state, federal, provincial, local, customs, government or municipal taxes, charges duties, imposts, contributions, levies or withholdings, deductions or liabilities of any kind arising in any part of the world including without limitation:

in all cases, wherever and whenever imposed and regardless of whether such taxes, penalties, charges, costs and interest are directly or primarily chargeable against or attributable to one person or any other person and regardless of whether that first person has or may have any right of reimbursement against any other person;

“Tax Authority” means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official in Cyprus, Russia or elsewhere having authority in the assessment, collection or administration of Tax;

“Tax Return” means any return, report, information return, statement, declaration or other document (including any related or supporting computations and information) filed or required to be filed with any national, local or foreign governmental authority in connection with any determination, assessment or collection of any Tax or other administration of any laws regulations or administrative requirements;

“Tax Warranties” means the Warranties set forth in part 14 (Tax) of Schedule 3 and any other Warranty to the extent related to Tax;

“Tax Warranty Claim” means a claim by QIWI arising out of or in connection with the Tax Warranties;

“Third Party Claim” has the meaning given to it in Schedule 4 (Limits on Warranty Claims) and Schedule 5 (Limits on QIWI Warranty Claims);

“Title Warranties” means the Warranties set forth in paragraphs 2(c) through (e) of Schedule 3;

“Transaction” means the Subscription for the Subscription Shares in consideration for the in-kind contribution of the Interest as contemplated by and subject to the terms of this Agreement;

“Transaction Amount” has the meaning given to the term in the Recitals;

“Transaction Documents” means this Agreement, the Cooperation Agreement, the Transfer Agreement 1 and the Transfer Agreement 2 and any documents referred to in or to be entered into in the agreed form by the Parties pursuant to any of the foregoing;

“Transfer Agreement 1” means the agreement on transfer of the Instalment 1 by the Investor to QIWI as attached in Schedule 9 (Form of the Transfer Agreement 1) hereto;

“Transfer Agreement 2” means the agreement on transfer of (i) the Instalment 2 by the Investor to QIWI as attached in Schedule 10 (Form of the Transfer Agreement 2) hereto;

“USD” means the United States dollar, the lawful currency of the United States of America;

“Use” means in relation to any Relief, the utilisation or set-off of such Relief;

“Valuation Reports” means the Cyprus Valuation Report and the Russian Valuation Report;

“VAT” means the value added tax charged under the provisions of Russian legislation;

8

“Voting Agreement” means a written agreement between the Investor and one or more shareholders of QIWI to vote their shares held in QIWI in favour of the election of Otkritie Director to the Board of Directors of QIWI.

“Warranties” means the representations and warranties on the part of the Investor contained in clause 5 (Warranties), including the General Warranties as given by the Investor, and Schedule 3 (Warranties); and

“Warranty Claim” means a claim by QIWI or any person deriving title from it for any breach or alleged breach of any of the Warranties.

9

10

11

12

Default at Completion

General Warranties

Investor Warranties

13

QIWI Warranties

14

15

Subject to the limitations set out in Schedule 4 (Limits on Warranty Claims) and without prejudice to any other provisions of this Agreement, the Investor hereby unconditionally and irrevocably agrees to indemnify in full and hold harmless on demand QIWI, without reference to the general rule of law relating to damages for breach of warranty, from and against any and all Losses suffered or incurred by QIWI or any Group Company as a result of or in connection with any Actual Tax Liability, or a breach of a Tax Warranty.

16

provided that wherever practicable prior to undertaking any of the above matters the Investor shall notify and agree the relevant matter with QIWI.

17

Neither Party, nor any of its Related Parties, for a period of two (2) years from the Completion Date 1 shall employ or solicit for employment, hire or otherwise retain, any person knowing such person or a related person to be an employee of the Group Companies, provided that such Party or Related Party may (i) solicit for employment or employ or attempt to employ any persons who are no longer employed by the Group Companies at the time of their first contact with them, (ii) engage in general solicitations of employment not specifically directed at employees of the Group Companies, or (iii) employ any person (other than a person who becomes known to such Party or Related Party in connection with the Transaction) who contacts such Party or Related Party on his or her own initiative without any direct or indirect solicitation (other than general solicitations described in the foregoing clause (ii)) by or encouragement from such Party or Related Party.

18

Announcements

Confidentiality

19

provided in each case set out in clauses 10.3.1 and 10.3.2 above, the Party disclosing the same shall take all reasonable steps to preserve the confidentiality thereof and to ensure that such information shall be used only for the purposes for which it has been disclosed.

In this clause 10.5, “Litigation” means any action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or threatened, by or before any court, tribunal, arbitrator, expert or other Governmental Authority.

Currency Conversion

Joint and several liability

No partnership

Assignment

20

Third party rights

Entire agreement

Unenforceable provisions

Effect of Completion

Waiver

Variation

21

Counterparts

Taxation of payments

Payments net of Tax

No set off, deduction or counterclaim

Costs

Further assurance

Language

Independent advice

22

The relevant details of each Party at the date of this Agreement are:

23

24

(a) QIWI, if delivered to:

QIWI plc

c/o Law Debenture Corporate Services Limited

Fifth Floor

100 Wood Street

London EC2V 7EX

United Kingdom

or

(ii) if delivered to the last address notified to the Investor as an address for service under this clause 12.

(b) The Investor, if delivered to:

(i) Otkritie Capital International Limited

12th Floor, 88 Wood Street,

London, EC2V 7RS

United Kingdom

or

(ii) if delivered to the last address notified to the Investor as an address for service under this clause 12.

(c) (b) The Investor Guarantor, if delivered to:

(i) Otkritie Capital International Limited

(or to any other registered office in England and Wales of Otkritie Capital International Limited from time to time); or

(ii) if delivered to the last address notified to the Investor as an address for service under this clause 12.

This Agreement has been duly executed by the Parties (or their duly authorised representatives) on the date specified at the beginning of this Agreement.

25

SCHEDULE 1

CIHRUS

NKO Rapida

Attenium LLC

26

27

SCHEDULE 2

COMPLETION OBLIGATIONS

PART 1 – OBLIGATIONS OF THE PARTIES AT THE COMPLETION 1

28

PART 2 – OBLIGATIONS OF THE PARTIES AT THE COMPLETION 2

29

30

SCHEDULE 3

WARRANTIES

31

Each Group Company has all licences (including statutory licences) consents, permits and authorisations necessary to own and operate its assets and to carry on its business as it does at

32

present and, to the Investor’s knowledge, there is nothing that might result in the revocation, suspension or modification of any of those licences or consents or that might prejudice their renewal and no notices have been received by any Group Company relating to the termination or cancellation of such permits or authorisations.

For the purpose of this clause Assets means the assets owned and/or used by Group Companies and which are necessary for the Ordinary Course of Business.

33

34

35

36

(i) constitutes an event of default, or otherwise gives rise to an obligation to repay, or to give security under an agreement relating to borrowing or indebtedness in the nature of borrowing (or will do so with the giving of notice or lapse of time or both);

(ii) will lead to an Encumbrance constituted or created in connection with borrowing or indebtedness in the nature of borrowing, a guarantee, an indemnity, suretyship or other obligation of any Group Company becoming enforceable (or will do so with the giving of notice or lapse of time or both); or

(iii) with the giving of notice and/or lapse of time constitute or result in a default or the acceleration of any obligation under any agreement or arrangement to which any Group Company is a party or by which it or any of its properties, revenues or assets is bound.

37

38

(i) any application for employment by any person; or

(ii) the employment (including terms of employment, working conditions, benefits and practices) or termination of employment of any person,

having an adverse consequence for the operation of the business of the Group and, to the Investor’s knowledge, there is no circumstance which may give rise to any such claim or investigation.

39

40

For the purposes of this warranty, “material” means any contract (i) which involves revenue or expenditure of any Group Company in excess of RUB 40,000,000, or (ii) which is incapable of termination by any Group Company on 12 months’ notice or less without penalty, or (iii) which is otherwise of operational or strategic importance to the Group and which, if terminated, would not reasonably be expected to be capable of replacement on materially similar terms.

41

SCHEDULE 4

LIMITS ON WARRANTY CLAIMS

For the purposes of this Schedule, “Investor” shall mean each of the Investor and the Investor Guarantor.

except in respect of any Warranty Claim of which written notice is given to the Investor before the relevant date.

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43

Nothing in this Schedule 4 shall have the effect of limiting or restricting any general law obligation of QIWI to mitigate loss or damage resulting from a fact, matter or circumstance that would, could or might give rise to a claim and, without limiting the generality of the foregoing, shall, in respect of any right of recovery (whether by payment, discount, credit, relief or otherwise) which could or might be made by QIWI against any third party, take reasonable steps to maximise the amount recovered in respect of such right of recovery.

44

SCHEDULE 5

LIMITS ON QIWI WARRANTY CLAIMS

45

46

47

SCHEDULE 6

RESTRICTED ACTIONS

48

49

SCHEDULE 7

LEASES

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

Exhibit 3

THIS VOTING AGREEMENT is dated 02 June 2015.

AMONG:

RECITALS

THE PARTIES AGREE as follows:

“ADS” means American depositary shares;

“Affiliate” means, with respect to any person, any other person directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with such person and, in the case of a trust, any trustee or beneficiary (actual or potential) of that trust and, in the case of an individual, any person connected with him, provided that, for the purposes of this Agreement, neither the Company nor any of its subsidiaries is to be regarded as an Affiliate of OICL;

1

“Applicable Law(s)” means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal and all codes of practice having force of law, statutory guidance and policy notes;

“Board” means the board of directors of the Company from time to time;

“Business Day” means a day other than Saturday, Sunday or public holiday in Moscow (Russia); New York (United States) and Nicosia (Cyprus);

“Completion 1” has the meaning ascribed to it in the Subscription Agreement;

“Confidential Information” means the existence and contents of this Agreement and the arrangements contemplated by this Agreement in each case except to the extent that such information is, has or does become available:

(i) to a Party through the public domain other than pursuant to a breach of an obligation of confidentiality in respect thereof by such Party or its Representatives; or

(ii) pursuant to disclosure, in a non-confidential manner, to a Party by a source which to the knowledge of such Party is not prohibited to disclose the information by reason of any legal, contractual or fiduciary obligation;

“Control” in relation to an undertaking means the direct or indirect holding or control of: (a) a majority of the voting rights exercisable at general meetings of the members of that undertaking on all, or substantially all, matters; (b) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of that undertaking on all, or substantially all, matters; or (c) the right (whether pursuant to a contract, understanding or other arrangement) to direct or cause to be directed directly or indirectly a dominant influence over such other undertaking, and (i) where an undertaking is not a company, references above to directors, general meetings and members shall be deemed to refer to the equivalent bodies in such undertaking; and (ii) “Controlled” and “Controlling” shall have a corresponding meaning;

“Director” means a member of the Board of the Company;

“Dispute” has the meaning given to it in clause 15.2;

“General Meeting” has the meaning given to it in Regulations 53 and 54 of the Articles of Association;

“LCIA” has the meaning given to it in clause 15.2;

“LCIA Rules” has the meaning given to it in clause 15.2;

“Nominated Director” has the meaning given in clause 2.1;

2

“Parties” means the Principal Shareholder and OICL, each a “Party” and, together, the “Parties”;

“Repo” means any agreement whereby OICL (a) enters into a repurchase agreement, hypothecation, securitisation or other similar arrangement in relation to the Subscription Shares or, following the deposit of the Subscription Shares into QIWI’s ADS program, the ADSs, (b) grants security over the Subscription Shares or ADSs, as the case may be; or (c) uses as collateral or pledge the Subscription Shares or ADSs, as the case may be.