Exhibit (a)(1)(B)​

QIWI PLC

Letter of Transmittal

To Tender Class B ordinary shares or Class B ordinary shares represented by American Depositary Shares Pursuant to the Offer to Purchase dated July 7, 2022
by

Dalliance Services Company

of
Up to $25.0 million in value of Class B ordinary shares
(including Class B ordinary shares represented by ADSs)
at a Purchase Price not less than $2.20 nor greater than $2.70 per share

   THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON AUGUST 3, 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.

DESCRIPTION OF SHARES or 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	SHARES or ADSs TENDERED (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
​	Indicate Book-Entry Shares or ADSs	Number of Shares or ADSs Tendered(1)
	Total Shares (including Shares represented by ADSs) Tendered
(1) If Shares or ADSs are held in book-entry form, you must indicate the number of Shares or ADSs you are tendering.

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

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 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”) and the Company’s Shares represented by American Depositary Shares, each representing a Share (each an “ADS” and collectively, the “ADSs”) of QIWI PLC, a company formed under the laws of Cyprus (the “Company”), 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 July 7, 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 August 3, 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 (as defined below) and wish to maximize the chance that your Shares (including Shares represented by ADSs) will be purchased in the Offer, you should check the box marked “Shares Tendered At Price Determined Under The Offer” below and complete the other portions of this Letter of Transmittal as appropriate. If you agree to accept the Purchase Price (as defined in the Offer to Purchase) determined pursuant to the Offer, your Shares (including Shares represented by ADSs) will be deemed to be tendered at the minimum price of $2.20 per share. YOU SHOULD UNDERSTAND THAT THIS ELECTION COULD RESULT IN YOUR TENDERED SHARES (INCLUDING SHARES REPRESENTED BY ADSs) BEING PURCHASED AT THE MINIMUM PRICE OF $2.20 PER SHARE, WHICH IS THE LOW END OF THE PRICE RANGE IN THE OFFER, LESS ANY APPLICABLE WITHHOLDING TAXES AND WITHOUT INTEREST.

3.   If you wish to select a specific price at which you will be tendering your Shares (including Shares represented by ADSs) (in increments of $0.10), you should check one of the boxes in the section captioned “Shares Tendered At Price Determined By Stockholder” below and complete the other portions of this Letter of Transmittal as appropriate.

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.

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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.

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PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES (INCLUDING SHARES REPRESENTED BY ADSs) ARE BEING TENDERED

THE UNDERSIGNED IS TENDERING SHARES (INCLUDING SHARES REPRESENTED BY ADSS) AS FOLLOWS (CHECK ONLY ONE BOX):

(1)

SHARES (INCLUDING SHARES REPRESENTED BY ADSs) TENDERED AT PRICE DETERMINED UNDER THE OFFER (SEE INSTRUCTION 3)

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered at Price Determined by Stockholder,” the undersigned hereby tenders Shares (including Shares represented by ADSs) at the purchase price determined by the Offeror in accordance with the terms of the Offer.

☐

The undersigned wants to maximize the chance of having the Offeror purchase all Shares (including Shares represented by ADSs) the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders Shares (including Shares represented by ADSs) at, and is willing to accept, the purchase price determined by the Offeror in accordance with the terms of the Offer. THE UNDERSIGNED UNDERSTANDS THAT THIS ELECTION COULD RESULT IN THE TENDERED SHARES (INCLUDING SHARES REPRESENTED BY ADSs) BEING PURCHASED AT THE MINIMUM PRICE OF $2.20 PER SHARE, WHICH IS THE LOW END OF THE PRICE RANGE IN THE OFFER, FOR PURPOSES OF DETERMINING THE PURCHASE PRICE. THE UNDERSIGNED ALSO UNDERSTANDS THAT THIS MAY HAVE THE EFFECT OF LOWERING THE PURCHASE PRICE AND COULD RESULT IN THE UNDERSIGNED RECEIVING A PER SHARE PRICE AS LOW AS $2.20, WHICH IS THE LOW END OF THE PRICE RANGE IN THE OFFER, LESS ANY APPLICABLE WITHHOLDING TAXES AND WITHOUT INTEREST.

OR

(2)

SHARES (INCLUDING SHARES REPRESENTED BY ADSs) TENDERED AT PRICE DETERMINED BY STOCKHOLDER (SEE INSTRUCTION 3)

☐

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Shares Tendered at Price Determined Under the Offer,” the undersigned tenders Shares (including Shares represented by ADSs) at the price checked. This action could result in none of the Shares (including Shares represented by ADSs) being purchased if the purchase price determined by the Offeror is less than the price checked below. A STOCKHOLDER WHO DESIRES TO TENDER SHARES (INCLUDING SHARES REPRESENTED BY ADSs) AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SELECTED. The same Shares (including Shares represented by ADSs) cannot be tendered at more than one price, unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES (INCLUDING SHARES REPRESENTED BY ADSs) ARE BEING TENDERED

☐ $2.20 ☐ $2.30 ☐ $2.40 ☐ $2.50 ☐ $2.60 ☐ $2.70

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES (INCLUDING SHARES REPRESENTED BY ADSs).

CONDITIONAL TENDER

(See Instruction 10)

A tendering stockholder may condition his or her tender of Shares (including Shares represented by ADSs) upon the Offeror purchasing a specified minimum number of Shares (including Shares represented

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by ADSs) tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of Shares (including Shares represented by ADSs) you indicate below is purchased by the Offeror pursuant to the terms of the Offer, none of the Shares (including Shares represented by ADSs) tendered by you will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of Shares (including Shares represented by ADSs) that must be purchased if any are purchased, and each stockholder is urged to consult his or her own tax advisor before completing this section. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

☐

The minimum number of Shares (including Shares represented by ADSs) that must be purchased from me, if any are purchased from me, is:
           Shares; or
           Shares represented by ADSs.

If, because of proration, the minimum number of Shares (including Shares represented by ADSs) designated will not be purchased, the Offeror may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her Shares (including Shares represented by ADSs) and checked this box:

☐

The tendered shares represent all Shares (including Shares represented by ADSs) held by the undersigned.

ODD LOTS

(See Instruction 11)

To be completed only if Shares (including Shares represented by ADSs) are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares (including Shares represented by ADSs). The undersigned either (check one box):

☐

is the beneficial or record owner of an aggregate of fewer than 100 Shares (including Shares represented by ADSs), all of which are being tendered; or

☐

is a broker, dealer, commercial bank, trust company or other nominee that (a) is tendering for the beneficial owner(s) Shares (including Shares represented by ADSs) with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Shares (including Shares represented by ADSs) and is tendering all of such Shares (including Shares represented by ADSs).

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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 Offeror’s Offer to Purchase, dated July 7, 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, determine a single per share purchase price (the “Purchase Price”), not greater than $2.70 nor less than $2.20 per share (including Shares represented by ADSs), 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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validly tendered and not validly withdrawn, taking into account the number of Shares (including Shares represented by ADSs) so tendered and the prices specified by tendering stockholders. The undersigned understands that the Offeror will look at the prices chosen by tendering stockholders and select the lowest purchase price (in increments of $0.10) within the price range specified above that will allow the Offeror to purchase up to $25.0 million in value of Shares (including Shares represented by ADSs), or a lower amount depending on the number of Shares (including Shares represented by ADSs) as are validly tendered and not validly withdrawn. The undersigned understands that if, based on the purchase price determined by the Offeror, Shares (including Shares represented by ADSs) having an aggregate purchase price that is less than or equal to $25.0 million are validly tendered and not validly withdrawn, the Offeror will buy all the Shares (including Shares represented by ADSs) that were validly tendered and not validly withdrawn. The undersigned understands that the Offeror will purchase only Shares (including Shares represented by ADSs) validly tendered and not validly withdrawn at prices at or below the Purchase Price the Offeror determines.

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.” 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.” 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 stockholders of Shares (including Shares represented by ADSs) or, unless an Agent’s Message is utilized, if delivery of Shares (including Shares represented by 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 (including Shares represented by 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 (including Shares represented by 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 (including Shares represented by 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 (including Shares represented by 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.   Indication of Price at Which Shares (including Shares represented by ADSs) Are Being Tendered.    For Shares (including Shares represented by ADSs) to be properly tendered, the stockholder MUST either (1) check the box in the section captioned “Shares Tendered At Price Determined Under The Offer” in order to maximize the chance of having the Offeror accept for payment all of the Shares (including Shares represented by ADSs) tendered pursuant to this Letter of Transmittal (subject to the possibility of proration) or (2) check the box indicating the price per Share (including Shares represented by ADSs) at which such stockholder is tendering Shares (including Shares represented by ADSs) under “Shares Tendered At Price

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Determined by Stockholder.” Selecting option (1) may lower the purchase price paid for Shares (including Shares represented by ADSs) in the Offer and could result in the stockholder receiving the minimum price of $2.20 per Share (including Shares represented by ADSs), less any applicable withholding taxes and without interest. Selecting option (2) could result in none of the stockholder’s tendered Shares (including Shares represented by ADSs) being purchased if the purchase price for the Shares (including Shares represented by ADSs) turns out to be less than the price selected by the stockholder.

Only one box under (1) or (2) may be checked. If more than one box is checked, or if no box is checked, there is no valid tender of Shares (including Shares represented by ADSs). A stockholder wishing to tender portions of such stockholder’s Share (including Shares represented by ADSs) holdings at different prices must complete a separate Letter of Transmittal for each price at which such stockholder wishes to tender each such portion of such stockholder’s Shares (including Shares represented by ADSs). The same Shares (including Shares represented by ADSs) cannot be tendered at more than one price, unless previously validly withdrawn in accordance with the terms of the Offer and then validly re-tendered. In case of withdrawal, stockholders who tendered their Shares (including Shares represented by ADSs) at multiple prices pursuant to multiple Letters of Transmittal must comply with the procedures set forth in Section 4 of the Offer to Purchase.

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 (including Shares represented by 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 (including Shares represented by 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 (including Shares represented by 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 (including Shares represented by 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 (including Shares represented by ADSs) tendered hereby, or if payment is to be made or book entries for Shares (including Shares represented by 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 (including Shares represented by 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 (including Shares represented by ADSs) to it pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Shares (including Shares represented by 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 (including Shares represented by 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 (including Shares represented by 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

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and signatures must be guaranteed as described in Instructions 1 and 4. If the check for the purchase price of any Shares (including Shares represented by 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 (including Shares represented by 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 (including Shares represented by 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 (including Shares represented by ADSs) it determines not to be in proper form or the acceptance of which or payment for which may, in the Offeror opinion, be unlawful. The Offeror also reserves the right to waive any defect or irregularity in the tender of any particular Shares (including Shares represented by 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 (including Shares represented by 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

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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.

10.   Conditional Tenders.   As described in Sections 1 and 6 of the Offer to Purchase, stockholders may condition their tenders on all or a minimum number of their tendered Shares (including Shares represented by ADSs) being purchased.

If you wish to make a conditional tender, you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal. In the box in this Letter of Transmittal, you must calculate and appropriately indicate the minimum number of Shares (including Shares represented by ADSs) that must be purchased from you if any are to be purchased from you.

As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether the Offeror accepts conditional tenders and may result in Shares (including Shares represented by ADSs) tendered pursuant to a conditional tender being deemed withdrawn if the required minimum number of Shares (including Shares represented by ADSs) would not be purchased. If, because of proration, the minimum number of Shares (including Shares represented by ADSs) that you designate will not be purchased, the Offeror may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your Shares (including Shares represented by ADSs) and checked the box so indicating. Upon selection by lot, if any, the Offeror will limit its purchase in each case to the designated minimum number of Shares (including Shares represented by ADSs).

All tendered Shares (including Shares represented by ADSs) will be deemed unconditionally tendered unless the “Conditional Tender” box is completed.

The conditional tender alternative is made available so that a stockholder may seek to structure the purchase of Shares (including Shares represented by ADSs) pursuant to the Offer in such a manner that the purchase will be treated as a sale or exchange of such Shares (including Shares represented by ADSs) by the stockholder, rather than a distribution to the stockholder, for U.S. federal income tax purposes. If you are an odd lot holder, you cannot conditionally tender, since your Shares (including Shares represented by ADSs) will not be subject to proration. It is the tendering stockholder’s responsibility to calculate the minimum number of Shares (including Shares represented by ADSs) that must be purchased from the stockholder in order for the stockholder to qualify for sale or exchange (rather than distribution) treatment for U.S. federal income tax purposes. Each stockholder is urged to consult his or her own tax advisor. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax results in all cases. See Section 14 of the Offer to Purchase.

11.   Odd Lots.   As described in Section 1 of the Offer to Purchase, if the Offeror is to purchase fewer than all Shares (including Shares represented by ADSs) validly tendered before the Expiration Time and not validly withdrawn, the Shares (including Shares represented by ADSs) purchased first will consist of all Shares (including Shares represented by ADSs) validly tendered by any stockholder who owned, beneficially or of record, an aggregate of fewer than 100 Shares (including Shares represented by ADSs), and who tenders all of the holder’s Shares (including Shares represented by ADSs) at or below the purchase price. This preference will not be available to you unless you complete the section captioned “Odd Lots” in this Letter of Transmittal.

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12.   Order of Purchase in Event of Proration.   As described in Section 1 of the Offer to Purchase, stockholders may designate the order in which their Shares (including Shares represented by ADSs) are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification of any gain or loss on the Shares (including Shares represented by ADSs) purchased. See Section 1 and Section 14 of the Offer to Purchase.

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