Exhibit 99.5
ANNEX E
DIRECTORS’ AND OFFICERS’ QUESTIONNAIRE
QIWI PLC
Date: ________________
TABLE OF CONTENTS
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Page |
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| PART I - ELECTION
AS A DIRECTOR OR OFFICER | |
6 |
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| PART II - BIOGRAPHICAL
INFORMATION | |
8 |
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| PART III - SECURITIES HOLDINGS | |
9 |
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| PART IV - TRANSACTIONS
AND EMPLOYMENT AGREEMENTS WITH THE COMPANY | |
13 |
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| PART V - LEGAL PROCEEDINGS | |
16 |
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| PART VI - AUDIT COMMITTEE
QUALIFICATION | |
19 |
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| PART VII - INDEPENDENCE
OF DIRECTORS UNDER NASDAQ RULES | |
22 |
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| PART VIII - CORRUPT PRACTICES | |
24 |
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| PART IX - FINRA QUESTIONS | |
26 |
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| PART X - INSURANCE; INDEMNIFICATION | |
31 |
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| PART XI - IRAN THREAT REDUCTION
AND SYRIA HUMAN RIGHTS ACT OF 2012 | |
32 |
WHAT IS THIS?
| · | Attached is the Directors’ and
Officers’ Questionnaire for a nominee to the Board of Directors of QIWI PLC (the “Company”)
who has not served as the Director of the Company by the date of the Annual General Meeting
of the Company (the “AGM”) and who is nominated for appointment to the office
of Director of the Company to be voted at the AGM. |
WHY IS THIS NECESSARY?
| · | The following information is requested
from you in connection with the screening for compliance with Regulation 95 of the Articles
of Association of the Company of all candidacies to be nominated by the Company’s shareholders
to be eligible for appointment (re-appointment) at the AGM. The information requested in
the Questionnaire is for your protection and that of the Company. Accordingly, great care
should be exercised in the completion of this Questionnaire. |
WHY AM I SIGNING THIS QUESTIONNAIRE?
| · | Your signature at the end of this
Questionnaire will constitute: |
| (i) | your consent to the Company’s
use of the information in this Questionnaire for Financial Industry Regulatory Authority, Inc.
(“FINRA”) filings and correspondence, SEC reports and other filings, and NASDAQ
documents and correspondence; |
| (ii) | your confirmation that your answers
are true and correct, to the best of your knowledge and belief; and |
| (iii) | your agreement to notify the Company
promptly of any change in the information contained herein, which occurs as a result of any
development, including the passage of time, prior to the convening of the AGM. |
INSTRUCTIONS
| · | It is very important that an answer
be given for each question; if the answer to any question is “No,” “None”
or “Not Applicable,” please so indicate. Where necessary, you may wish to
continue your responses on a separate sheet attached hereto. Please type or print your answers. |
| · | Please promptly complete, sign and
return this Questionnaire to Mr. Philios Yiangou, the Deputy Chief Executive Officer
of the Company: |
| QIWI
plc | |
Tel: +357 22-65-33-90 |
| Kennedy 12 | |
Fax: + 357 22-76-09-18 |
| Kennedy
Business Centre, 2nd floor | |
Email: corporatelawyer@qiwi.com |
| Nicosia, 1087 | |
|
| Cyprus | |
|
Unless stated otherwise, answers should
be given as of the date you complete this Questionnaire. You should notify the Company immediately if there is any subsequent change
in the information provided by you. Each descriptive response must include all of the information sought by the related question. If
there is any response or underlying factual matter about which you are uncertain, please state the matter fully and include an additional
explanation. If additional space is needed for your response to any question, please provide this information on an attached sheet and
so indicate on this Questionnaire.
Should you have any questions about the Questionnaire, please
contact the Company at the above details.
DEFINITIONS
The following terms, as used generally throughout
this Questionnaire, have the following meanings:
The term “affiliate” means
a person or entity that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control
with, another person.
The term “associate”, when
used to indicate a relationship with any person, means: (1) any corporation or organization (other than the Company or any of its
subsidiaries) of which you are an officer, director, member or partner or of which you are, directly or indirectly, the beneficial owner
of 10% or more of any class of equity securities, (2) any trust or other estate in which you have a substantial beneficial interest
or as to which you serve as trustee or in a similar capacity, and (3) your spouse and any relative of you or your spouse who has
the same home as you or who is a director or officer of the Company or any of its subsidiaries.
The term “Company’s current fiscal
year” means the year ending December 31, 2023.
The term “Company’s last fiscal
year” means the year ended December 31, 2022.
The term “control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity,
whether through the ownership of voting securities, by contract or otherwise. A company is presumed to control an entity if the company
beneficially owns 10% or more of the outstanding voting equity securities of an entity that is a corporation or beneficially owns a partnership
interest in 10% or more of the distributable profits or losses of an entity that is a partnership. A company is presumed to be controlled
by a person or an entity if the person or entity, and persons associated with the entity, beneficially owns 10% or more of the outstanding
voting securities of a company which is a corporation or beneficially owns a partnership interest in 10% or more of the distributable
profits or losses of a company which is a partnership.
The term “interested party”
means a shareholder holding five percent or more of the issued share capital of the Company or the voting rights in the Company, a person
with authority to appoint one or more directors or the general manager (i.e., C.E.O.), and a person acting as director or general manager
of the Company.
The term “officer” when used
with reference to a company, means its president, any vice president of the registrant in charge of a principal business unit, division
or function (such as sales, administration or finance), any other officer who performs a policy making function or any other person who
performs similar policy making functions for the registrant. Executive officers of subsidiaries may be deemed executive officers of the
company if they perform such policy making functions for the company.
The term “member” means any
broker or dealer admitted to membership in FINRA.
The term “person associated with a member”
of FINRA or the term “associated person of a member” of FINRA means every sole proprietor, partner, officer, director,
or branch manager of any member, or any natural person occupying a similar status or performing similar functions or any natural person
engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by such member (for
example, any employee), whether or not any such person is registered or exempt from registration with FINRA. In addition, an organization
of any kind is a “person associated with a member” or “associated person of a member” if its sole proprietor
or any one of its general limited partners, officers, directors or branch managers is a “member,” “person associated
with a member” or “associated person of a member.”
The term “subsidiary” means a corporation controlled
by the Company, directly or indirectly, through one or more intermediaries.
| Date completed: |
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| Age and date of birth: |
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| Telephone number: |
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PART I
- ELECTION AS A DIRECTOR OR OFFICER
| A. | Did you, or do you currently, have any arrangement
or understanding with any person pursuant to which you were or will be selected or appointed
as a director or officer of the Company, or as a nominee for election as a director or officer
of the Company (other than the understanding that you will fulfill the responsibilities of
your position and will be entitled to certain compensation therefor)? |
ANSWER: YES
¨ NO
¨
If “YES,” please describe the arrangement or
understanding, naming the other person or persons with whom the arrangement was made:
| B. | Are you related (by blood, marriage or adoption,
not more remote than first cousin) or otherwise a family member (as defined below) of any
interested party, director, officer or person nominated or chosen to become a director or
officer of the Company or any of its subsidiaries? |
For the purposes of this question,
the term “family member” refers to a spouse, sibling, parent, mother-in-law, father-in-law, brother-in-law, sister-in-law,
grandparent or child, or a child, sibling or parent of a spouse, or a spouse of any of these family members, or anyone (other than domestic
employees) residing in such person’s home.
ANSWER: YES
¨ NO
¨
If “YES,” please explain:
| C. | As a director or officer of the Company
or as a person chosen to become a director or officer of the Company, do you consent to being
named in the Company’ registration statements to be filed with an applicable authorities
(if any)? |
ANSWER: YES
¨ NO
¨
| D. | (FOR DIRECTORS ONLY) During the Company’s
last fiscal year, did you attend all meetings of the board of directors of the Company? If
your answer is “NO,” please indicate the date(s) of the meeting(s) you
missed. |
ANSWER: YES
¨ NO
¨
Date(s) of meeting(s) missed:
| E. | (FOR DIRECTORS ONLY) During the Company’s
last fiscal year, did you attend all meetings of committees of the Company? If you did not
attend all meetings during the last fiscal year, please indicate the date(s) of
the meeting(s) you missed. |
ANSWER: YES
¨ NO
¨ NOT
A MEMBER ¨
Date(s) of meeting(s) missed:
PART II
- BIOGRAPHICAL INFORMATION
Please review the
attached biography, Exhibit A and indicate whether it is currently accurate. Please return any changes with this Questionnaire.
If no biography is attached, please provide one. While reviewing Exhibit A, please keep in mind the following:
Directors and Officers: Your biography
should include (1) each position or office you have held with the Company; (2) the period (month and year) during which you
served as director or officer for the Company and date of expiration of the current term of office, if applicable; (3) your principal
occupations, business and experience and employment during the past five years, including the name and principal business of any corporation
or other organization in which such occupations and employment were carried on, and whether such business or organization is a parent,
subsidiary or other affiliate of the Company; (4) information regarding your membership on the Company’s audit, compensation,
nominating and corporate governance or other committees, if applicable; and (5) the name of any accredited institution of higher
learning from which you have received a degree or professional qualification and the nature of such degree or professional qualification.
Do you serve as an officer or director of any company, whether publicly-traded or privately-held, that competes, directly or indirectly,
with any of the Company’s businesses?
Officers: Your biography should
include a brief explanation of the nature of your responsibilities in connection with your prior positions, including information relating
to your professional experience, and any current principal business activities you perform outside the Company.
Directors: Your biography should
list any other directorships that you hold, or have held during the past five years, with any other company, including companies organized
outside of the United States, naming such company. For any publicly held companies (i.e., corporations with debt or equity securities
registered under, or subject to, the Securities Exchange Act of 1934, as amended and/or a company whose shares are listed for trading
on a stock exchange, or have been offered to the public outside of the U.S., and are held by the public shareholders) or any registered
investment companies of which you are a director, your biography should also indicate whether during the Company’s last fiscal
year you served as a member of such other entity’s compensation committee or committee of the board performing similar functions.
In addition to the information set forth in Appendix A, please describe any specific experience, qualifications, attributes or
skills that you have that may be helpful to the board, in light of the Company’s business and structure, in concluding that you
should serve as a director of the Company.
| A. | Is Exhibit A correct and complete? |
ANSWER: COMPLETE/CORRECT
¨ INCOMPLETE/INCORRECT
¨
If “incomplete/incorrect,”
please indicate any additions or corrections in Exhibit A or attach a separate sheet to this Questionnaire.
PART III
- SECURITIES HOLDINGS
Beneficial Ownership: You are the
“beneficial owner” of a share of the Company if, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise you have or share the underlying benefits of ownership, or have the right to acquire such beneficial
ownership within 60 days from the date set forth on the cover of this Questionnaire, including:
| · | voting power, which includes the power
to vote, or to direct the voting of, such share; and/or |
| · | investment power, which includes the
power to dispose, or to direct the disposition, of such share. |
Generally, the definition of beneficial owner
will require you to list all shares of the Company that are:
| · | registered in your name, including
shares registered in your name as trustee, executor, custodian, pledgee, agent or nominee,
either alone or with others; |
| · | registered in the name of a nominee
or in street name, including any such shares held for the account of any of the above, if
you have sole or shared voting or investment power of such shares; |
| · | held by an estate or trust in which
you have an interest as legatee or beneficiary; |
| · | held by a corporation or other organization
of which you are a director, officer, member or partner or of which you are, directly or
indirectly, the beneficial owner of 5% or more of any class of equity securities; or |
| · | held in the name of your spouse, minor
children and any relative of you or your spouse sharing the same home as you. |
General Instructions: If you share
ownership or voting or investment power for any shares with another person or entity, please list such shares separately from shares
over which you do not share such ownership or power. Please indicate:
| · | the type of ownership or power that
is shared (i.e., sole voting power, shared voting power, sole investment power, shared investment
power); and |
| · | the relationship giving you such ownership
or power, the person or entity with whom ownership or power is shared, and any other relevant
information, such as a general indication of your capacity as fiduciary, if any, and/or the
name and nature of any party in whose name any shares are registered. |
| A. | Shares Owned: In the table
below, please identify the issued and outstanding shares of the Company or of any of the
Company’s parents or subsidiaries that you beneficially own as of the date of this
Questionnaire. |
Name and Address of
Registered Holder |
Type
of Security |
Number
of Shares |
Type
of Ownership
(trust, partnership,
direct, personal, etc.) |
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| B. | Options and Rights to Acquire Shares:
In the table below, please identify shares of the Company or of any of the Company’s
parents or subsidiaries that you have the right to acquire within 60 days from the date set
forth on the cover page of this Questionnaire. Such acquisition of beneficial ownership
could be (i) through the exercise of any option, warrant or right, (ii) through
the conversion of a security or (iii) pursuant to the power to revoke a trust, discretionary
account or similar arrangement or through the automatic termination of such arrangements. |
Name and
Address of
Registered
Holder |
Type
of
Security |
Number
of
Shares
(issued or
issuable) |
Exercise
Price (also,
Purchase
Price, if any) |
Vesting
Schedule
(include grant
and expiration
dates) |
Type
of
Ownership
(trust,
partnership,
direct,
personal, etc.) |
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| C. | Pledges: Are any of the shares
of common stock of the Company beneficially owned by you pledged as security for indebtedness
or used as collateral in any transaction, arrangement or agreement, including a “negative
pledge” (i.e., a covenant granted by a borrower to a lender in which a promise is made
not to convey the shares to a third party or to otherwise encumber them)? |
ANSWER: YES
¨ NO
¨
If “YES,” please describe:
| D. | Disclaimer of Beneficial Ownership:
Do you wish to disclaim beneficial ownership of any of the shares reported above
for purposes of the Company’ registration statements to be filed with an applicable
authorities (if any)? |
ANSWER: YES
¨ NO
¨
If “YES,” please provide
the following information with respect to the person(s) who should be shown as the beneficial owner(s) of the shares in question.
| Class of Stock |
Number
of Shares
Beneficially Owned
and Nature of
Ownership |
Name
of Actual
Beneficial Owner |
Relationship
of Such
Person to You |
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You may wish to consult your legal
or tax advisor regarding this disclaimer as it may be important in other contexts. For example, your reporting of the ownership of such
shares might be construed as an admission of ownership for the purpose of ongoing reporting requirements.
| E. | Arrangements by 5% Shareholders: If
you are the beneficial owner of more than 5% of the shares of the Company, state whether
any of said securities have been pledged or otherwise deposited as collateral or are held
or to be held subject to any voting trust or similar arrangement? |
ANSWER: YES
¨ NO
¨
If “YES,” please state
the amount held or to be held, the duration of the agreement, the names and addresses of the voting trustees, and outline briefly the
voting rights and powers thereunder:
| F. | Change in Control Arrangements: Are
you, or to the best of your knowledge, any other person, a party to any arrangement, contractual
or otherwise, including any pledge of securities of the Company, the operation of which may
at a subsequent date result in a change of control in the Company? |
ANSWER: YES
¨ NO
¨
If “YES,” please describe
such arrangement:
| G. | Voting Arrangements: Do you
know of any voting trust or similar agreement or arrangement pursuant to which more than
5% of the shares of the Company are held or are to be held? |
ANSWER: YES
¨ NO
¨
If “YES,” please describe
such arrangement:
PART IV
- TRANSACTIONS AND EMPLOYMENT AGREEMENTS WITH THE COMPANY
Please describe
any transactions, including employment, consulting, service or similar agreements or loans entered into at any time since
the beginning of the Company’s preceding three fiscal years up to the date of this Questionnaire, or any presently proposed
transactions, between the Company or any of its affiliates, and:
| · | you
or a close member of your family; |
| · | an
entity that directly or indirectly through one or more intermediaries, control or is controlled
by, or are under common control with the Company; |
| · | an
entity of which you or a close member of your family is a director or officer or an affiliate
of such an entity; |
| · | an
entity in which you or a close member of your family beneficially owns a 10% or greater interest
in the voting power of the Company, or an affiliate of such an entity; |
| · | an
entity in which you have the power to participate in the financial and operating policy decisions,
even if such power does not amount to the ability to control such policies; |
| · | any
partnership or firm of which you are or were a general partner or of which your limited partnership
interest (either alone or together with other directors or officers of the Company and holders
of more than 5% of shares or family members) is 10% or more; |
| · | any
trust, custodianship or estate in which you have or had a substantial beneficial interest
or as to which you serve or served as trustee, custodian, executor or in a similar fiduciary
capacity; |
| · | any
security holder who owns of record or beneficially 5% or more of the Company’s outstanding
shares; or |
| · | another
person in which you have a personal interest (for purposes of this section, “personal
interest” refers to a personal interest in an act or transaction of the company or
its affiliates, including a personal interest of your family member (as defined in Part I
B) or of a corporate body in which you or a family member of yours has a personal interest,
but excluding a personal interest arising from the fact of a shareholding in the Company). |
Note: For
purposes of this section, “close member of your family” refers to any of your family members that may be expected
to influence, or be influenced by you in your dealings with the Company, including, but not limited to, your spouse, parents, children,
siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law.
Note: No
information need be given as to any transaction in which:
| · | The
interest arises solely in your capacity as an officer and/or director of the Company or its
subsidiaries (e.g., your compensation arrangement with the Company or its subsidiaries);
or |
| · | The
interest arises solely from the ownership of securities of the Company and neither you nor
any close member of your family receives any extra or special benefit not shared on a pro
rata basis. |
| A. | Transactions:
Exhibit B lists all transactions between the Company and the recipient of
this Questionnaire of which the Company is currently aware. Please review Exhibit B
carefully and confirm that it includes any transaction arrangement or relationship (including
any indebtedness or guarantee of indebtedness), since the beginning of the Company’s
preceding three fiscal years, or any currently proposed transaction, or series of similar
transactions, to which the Company was or is to be a participant with the above persons. |
Is Exhibit B correct
and complete?
ANSWER: COMPLETE/CORRECT
¨ INCOMPLETE/INCORRECT
¨
If “incomplete/incorrect,”
please indicate any additions or corrections in Exhibit B or attach a separate sheet to this Questionnaire.
| (i) | any member
of your immediate family, the Company or its subsidiaries of which you are (or have been)
an officer or partner or, directly or indirectly, the beneficial owner of 10% or more of
any class of equity securities; or |
| (ii) | any trust
or other estate in which you have (or had) a substantial beneficial interest or as to which
you serve as a trustee or in a similar capacity, is, or has been during any of the Company’s
preceding three fiscal years, indebted to the Company or any of its subsidiaries, or to any
pension, retirement, savings or similar plan provided by the Company or any of their subsidiaries,
or is or has been a guarantor for the Company or any of its subsidiaries, |
please describe the transaction
and provide the following information:
| Nature of
the indebtedness and of the transaction in which it was incurred |
|
| Amount
of indebtedness outstanding as of the end of the Company’s last fiscal year. |
|
| Maximum
amount of indebtedness outstanding during the Company’s last three fiscal years. |
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| Amount
of indebtedness outstanding as of the date of this Questionnaire |
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| Rate
of interest |
|
| If
such indebtedness was incurred by any person or entity other than you, the name of the person and the nature of the relationship
by reason of which such indebtedness is required to be described. |
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| C. | Personal
Loans: Please describe below any other extension of credit to you or any related
person in the form of a personal loan arranged by the Company, directly or indirectly, including
through any subsidiary during the Company’s preceding three fiscal years. If none,
please check the box indicating “NONE” below. |
ANSWER: NONE
¨
or please describe:
| D. | Employment:
Are you, or any of your immediate family members, an employee or a service provider
of (i) the Company, (ii) an affiliate of the Company or (iii) an interested
party of the Company? |
ANSWER: YES
¨ NO
¨
If “YES,” please
provide a detailed description of the terms of such engagement:
PART V
- LEGAL PROCEEDINGS
| A. | Legal
Proceedings of Directors, Officers and Their Affiliates: |
We will
assume that the following statements are TRUE with respect to the past ten years, unless contrary advice is given below:
| (a) | no
petition under the bankruptcy laws or any insolvency laws of any jurisdiction has been filed
by or against you, and no receiver, fiscal agent or similar officer has been appointed by
a court for your business or property, or any partnership in which you were a general partner
at or within the previous two years, or any corporation or business association of which
you were an officer at or within the previous two years; |
| (b) | you
have not been convicted in a criminal proceeding nor were you a named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses); |
| (c) | you
have not been the subject of any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining
you from, or otherwise limiting you in the following: |
| · | acting
as a futures commission merchant, introducing broker, commodity trading adviser, commodity
pool operator, floor broker, leverage transaction merchant, any other person regulated by
the U.S. Commodity Futures Trading Commission (the “CFTC”), or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer
in securities, or as an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, or engaging in or continuing any
conduct or practice in connection with such activity; |
| · | engaging
in any type of business practice; or |
| · | engaging
in any activity in connection with the purchase or sale of any security or commodity or in
connection with any violation of federal, state or foreign securities laws or federal commodities
laws; |
| (d) | you
have never been the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring, suspending or otherwise
limiting for more than 60 days your right to engage in any activity described in (c) (i),
above, or to be associated with persons engaged in any such activity; |
| (e) | you
have not been found by a court of competent jurisdiction in a civil action or by the SEC
to have violated any federal or state securities laws where the judgment in such a civil
action or finding by the SEC has not been subsequently reversed, suspended or vacated; and |
| (f) | you
have not been found by a court of competent jurisdiction in a civil action or by the CFTC
to have violated any federal commodities law and the judgment in such civil action or finding
by the CFTC has not been subsequently reversed, suspended or vacated. |
| (g) | you
have not been the subject of, or a party to, any Federal or State judicial or administrative
order, judgment, decree, or finding (not including a settlement of a civil proceeding among
private litigants) , not subsequently reversed, suspended or vacated, relating to an alleged
violation of: |
| · | any
Federal or State securities or commodities law or regulation; |
| · | any
law or regulation respecting financial institutions or insurance companies including, but
not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition
order; or |
| · | any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business
entity; and |
| (h) | you
have not been the subject of, or party to, any sanction or order, not subsequently reversed,
suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26)
of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity
Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member. |
The above
statements are:
ANSWER: TRUE
¨ NOT TRUE ¨
If “NOT
TRUE,” provide detailed information regarding the circumstances that render such statements untrue:
| B. | Certain
Legal Proceedings: Have you been involved in any inquiries, investigations, lawsuits,
litigation, arbitration, hearings, or any other legal or administrative proceedings (a) initiated,
conducted or being conducted by any federal or state regulatory, civil or criminal agency
(including but not limited to the SEC, FINRA, PCAOB, state securities regulators, the CFTC,
Department of Justice, state bar associations, state boards of accountancy, or any foreign
regulatory, civil or criminal authority); (b) in which claims were asserted under federal
and/or state securities, tax or bankruptcy laws; or (c) in which claims were asserted
otherwise alleging fraud, deceit or misrepresentation and seeking damages in excess of $100,000?
This question is required by NASDAQ and is not limited as to time. |
ANSWER: YES
¨ NO
¨
If “YES,”
please describe:
| C. | Other
Legal Proceedings of Directors, Officers and Their Affiliates: Please indicate whether
there are any other legal proceedings, consent decrees, settlements or suits (civil or criminal),
pending or threatened, that are not covered by the foregoing question (whether due to the
date on which they occurred or the subject matter thereof), but are so material to an evaluation
of your ability or integrity to act as a director or officer that they should nonetheless
be disclosed to investors: |
ANSWER: YES
¨ NO
¨
If “YES,”
please describe:
| D. | Litigation
Against the Company and Its Subsidiaries: Are you or any of your associates a party
adverse to the Company or any of its subsidiaries, or do you or any of your associates have
an interest adverse to the Company or any of its subsidiaries in any legal proceedings? |
ANSWER: YES
¨ NO
¨
If “YES,”
please describe:
| E. | Legal
Proceedings; Investigations: Do you know of any legal, regulatory or administrative
proceeding brought or contemplated by any governmental authority (including, but not limited
to, antitrust, price-fixing, tax, environmental, copyright or patent litigation) to which
the Company or any subsidiary is or may be a party or of which the property of the Company
or any subsidiary is subject? If your answer is “YES,” please give the details
below. |
ANSWER: YES
¨ NO
¨
If “YES,”
please describe:
PART VI
- AUDIT COMMITTEE Qualification
The questions in
this section relate to your potential qualification as a financial expert.
This information
shall be taken into consideration upon your election to the office of Director of the Company and further nomination to the Audit Committee
under the Board of Directors of the Company.
| A. | Audit
Committee Qualification: |
| 1. | Other than in
your capacity as a member of the board of directors, the audit committee or any other board
committee, have you or any of your family members accepted, directly or indirectly, any consulting,
advisory, or other compensatory fee from the Company or any of its subsidiaries? |
Note:
For the purposes of this question, “family members” include your spouse, a minor child or stepchild or a child or
stepchild sharing your home. Indirect acceptance of compensation includes compensation paid to any entity in which you are a partner,
member, managing director, executive officer or similar position (but not including entities in which you are only a limited partner,
non-managing member or similar position and in which you have no active role in providing services to such entity) and which provides
accounting, consulting, legal, investment banking or other financial advisory services to the Company or any of its subsidiaries.
ANSWER: YES
¨ NO
¨
If “YES,”
please describe:
| 2. | Do you serve
on the audit committees of any other public companies? |
ANSWER: YES
¨ NO
¨
If “YES,”
please specify:
| 3. | Have you participated
in the preparation of the financial statements of the Company or any current subsidiary of
the Company at any time during the past three years? |
ANSWER: YES
¨ NO
¨
If “YES,”
please specify:
| 4. | Can you read
and understand fundamental financial statements, including a company’s balance sheet,
income statement, and cash flow statement? |
ANSWER: YES
¨ NO
¨
| 5. | For purposes
of determining that you are financially literate and are able to read and understand fundamental
financial statements, describe your financial and accounting background and other relevant
experience, including business experience, formal education and degrees and professional
licenses or certifications (including being a certified public accountant, or the equivalent,
in good standing), in particular whether you are or have ever been a chief executive officer,
chief financial officer or other senior officer with financial oversight responsibilities
(including principal accounting officer, controller, public accountant or auditor). |
Please
provide any supporting information. Your supporting information can take the form of a separate written submission.
Note:
When answering the above, please mention any of the following, if relevant:
| · | Whether
you have attended formal courses related to financial or accounting matters and whether you
have an advanced degree in these areas; |
| · | Whether
you have taught any courses or published any books or articles relating to financial or accounting
matters; |
| · | Whether
you have invested in an enterprise that required you to analyze or interpret financial statements; |
| · | Whether
you regularly read publications relating to financial or accounting matters; and |
| · | Whether
you engage, or have you engaged, in any other activities that relate to financial accounting
matters. |
| 6. | Other than in
your capacity as a director, are you an affiliate of the Company or any of its subsidiaries
or are you an executive officer, employee-director, general partner or managing member of
an entity that is an affiliate of the Company or any of its subsidiaries? |
ANSWER: YES
¨ NO
¨
If “YES,”
please describe:
| B. | Audit
Committee Financial Expert Qualification: |
| 1. | Do you have an
understanding of generally accepted accounting principles and financial statements? |
ANSWER: YES
¨ NO
¨
| 2. | Do you have the
ability to assess the application of generally accepted accounting principles in connection
with the accounting for estimates, accruals, and reserves? |
ANSWER: YES
¨ NO
¨
| 3. | Do you have any
experience preparing, auditing, analyzing or evaluating financial statements that present
a breadth and level of complexity of accounting issues that are generally comparable to the
breadth and level of complexity of issues that can reasonably be expected to be raised by
the Company’s financial statements or experience actively supervising one or more persons
engaged in such activities? |
ANSWER: YES
¨ NO
¨
| 4. | Do you have an
understanding of or experience with internal controls and procedures for financial reporting? |
ANSWER: YES
¨ NO
¨
| 5. | Do you have an
understanding of audit committee functions? |
ANSWER: YES
¨ NO
¨
If you
have answered “YES” to any of the above questions, please provide supporting information together with this Questionnaire
indicating the basis for your response. Your supporting information can take the form of a separate written submission and should indicate
your acquisition of such skills through:
| · | education
and experience as a principal financial officer, principal accounting officer, controller,
public accountant or auditor or experience in one or more positions that involve the performance
of similar functions; |
| · | experience
actively supervising a principal financial officer, principal accounting officer, controller,
public accountant, auditor or person performing similar functions; |
| · | experience
overseeing or assessing the performance of companies or public accountants with respect to
the preparation, auditing or evaluation of financial statements; or |
| · | other
relevant experience. |
| 6. | To the extent
not covered by the questions above, please provide a description of any of your other relevant
qualifications or experience that would assist the Company in evaluating your ability to
understand and evaluate the Company’s financial statements and its other financial
information and to make knowledgeable and thorough inquiries whether (i) the Company’s
financial statements “fairly present” its financial condition, results of operations
and cash flows in accordance with generally accepted accounting principles and (ii) the
Company’s financial statements and other financial information, taken together, “fairly
present” the Company’s financial condition, results of operations and cash flow. |
PART VII
- INDEPENDENCE OF DIRECTORS UNDER NASDAQ RULES
(ONLY DIRECTORS
SHOULD RESPOND TO THIS SECTION)
The questions in
this section relate to your qualification as an independent director under the rules of NASDAQ, which require that a majority of
the board of directors of the Company must be “independent” as defined under NASDAQ rules.
| 1. | Have you been
employed by the Company, or by any parent or subsidiary of the Company, within the last three
years, including services as an “interim” officer? |
Note:
For the purposes of this section, a parent or subsidiary is an entity the Company controls and consolidates with its financial statements
as filed with the SEC.
ANSWER: YES
¨ NO
¨
| 2. | Are you a family
member of any individual who is, or at any time during the past three years was, employed
by the Company or by any parent or subsidiary of the Company as an executive officer? |
Note:
For the purposes of this section, “family members” include your spouse, parents, children and siblings, whether by
blood, marriage or adoption, or anyone residing in your home.
ANSWER: YES
¨ NO
¨
| 3. | Have you accepted,
or do you have a family member who has accepted, any compensation from the Company or parent
or subsidiary of the Company in excess of $120,000 during any period of twelve consecutive
months within the last three years? |
Note:
For the purpose of this question, “compensation” does not include (i) compensation for board or board committee service,
(ii) compensation paid to a family member who is a non-executive employee of the Company or a parent or subsidiary of the Company,
or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation.
ANSWER: YES
¨ NO
¨
| 4. | Are you or any
of your family members a partner in, or a controlling shareholder or an executive officer
of, any organization to which the Company made, or from which the Company received, payments
for property or services that exceed 5% of the recipient’s consolidated gross revenues
for that year, or $200,000, whichever is greater, in the Company’s current fiscal year
or any of its past three fiscal years? |
Note:
For the purpose of this question, “payments” does not include (i) payments arising solely from investments in the Company’s
securities or (ii) payments under nondiscretionary charitable contribution matching programs.
ANSWER: YES
¨ NO
¨
| 5. | Are you, or do
you have a family member who is, a current partner of the Company’s outside auditor,
or were you, or do you have a family member who was, a partner or employee of the Company’s
outside auditors who worked on the Company’s audit at any time during the past three
years? |
ANSWER: YES
¨ NO
¨
If you
have responded “YES” to any of the above questions, please describe in detail the circumstances surrounding your response:
| 6. | Have you, or
any of your immediate family members, been employed within the past three years as an executive
officer by any company whose compensation committee includes an executive officer of the
Company? |
ANSWER: YES
¨ NO
¨
| 7. | Please list and
describe below: |
| (a) | Any existing
or proposed relationships, however slight or remote, not already described above that you
or a family member has with the Company or its affiliates, either directly or indirectly,
including, but not limited to, as a director, shareholder, partner or officer of an organization
that has a relationship with the Company; |
| (b) | Any existing
or proposed relationships between the Company and you, and any relationships between the
Company and any business, nonprofit or other entity in which you are a partner, manager,
director, trustee, officer, or significant stockholder or investor, or in which you have
any significant financial interest; and |
| (c) | Any additional
information that would be relevant, appropriate, or helpful for the Company’s board
of directors to consider when evaluating your ability to exercise independent judgment and
when determining whether you qualify as “independent” within the meaning of that
term under the NASDAQ rules. |
Please
include the names of all relevant organizations and the dates of your or your family members’ relationship.
Note:
A relationship can include, but is not limited to, commercial, industrial, banking, consulting, legal, accounting, charitable and family
relationships. Please include for this purpose any passive investments in any privately-held or publicly traded companies with which
you know the Company or its subsidiaries has any business or other dealings.
PART VIII
- CORRUPT PRACTICES
Note: For the purposes
of this Part VIII, “Government Official” means an officer or employee of a government or any department,
agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on
behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization,
or any political party, party official, or candidate thereof. In addition, Government Official shall also mean (i) officers, employees,
representatives or agents of foreign government-controlled enterprises and (ii) any officers, employees, representatives or agents
of such companies which are: (a) managed by, (b) receiving funding from, or (c) doing business with another company receiving
funding from a sovereign wealth fund if such fund is government-controlled or if the government effectively controls the company.
Have you become
aware or do you have any reason to believe that in the last five years the Company or any of its officers, directors, employees, agents,
or business partners or any of its stockholders acting on behalf of the Company ever directly or indirectly:
| (a) | offered, promised
to pay, or authorized the payment of anything of value to any Government Official, or to
any relative of a Government Official, or to any person or entity knowing that all or some
portion of the thing of value would be offered, given, or promised to a Government Official
for the purpose of (1) influencing any act, decision, or failure to act by a Government
Official in his or her official capacity; (2) inducing such Government Official to do
or omit to do any act in violation of the lawful duty of such official; (3) securing
any improper advantage; or (4) inducing such Government Official to use his or her influence
with the government or any agency or instrumentality to affect any act or decision of the
government, agency or instrumentality or to secure an improper advantage, in order to obtain,
retain, or direct business or to receive favorable treatment with regard to business? |
ANSWER: YES
¨ NO ¨
| (b) | created or maintained
any bank accounts, funds, or pools of funds not fully and accurately reflected on the corporate
books of account or as to which the receipts and disbursements therefrom have not been fully
and accurately reflected on such books? |
ANSWER: YES
¨ NO ¨
| (c) | created, maintained,
or received any receipts or disbursements, the actual nature of which has been disguised
or intentionally misrecorded on the corporate books of account? |
ANSWER: YES
¨ NO ¨
| (d) | paid any fees
or expenses to business partners, consultants, or commercial agents which exceed the reasonable
value of the goods received or services purported to have been rendered? |
ANSWER: YES
¨ NO ¨
| (e) | made any payments
or reimbursements to personnel at the Company or any of its affiliates for the purpose of
enabling them to expend time or make contributions or payments of the kind or for the purposes
referred to in subparts (a) through (d)? |
ANSWER: YES
¨ NO ¨
| (f) | failed to devise,
implement or maintain a system of internal accounting controls sufficient to provide reasonable
assurances that transactions are properly authorized and assets accounted for? |
ANSWER: YES
¨ NO ¨
| (g) | failed to conduct
meaningful due diligence on third-party agents, consultants, and vendors despite the existence
of certain red flags suggesting a heightened risk of corrupt behavior? |
ANSWER: YES
¨ NO ¨
| (h) | failed to investigate
or respond appropriately to allegations of corrupt payments? |
ANSWER: YES
¨ NO ¨
| (i) | knowingly structured
transactions to avoid internal controls or otherwise circumvented or impeded the functioning
of internal controls? |
ANSWER: YES
¨ NO ¨
PART IX
- FINRA QUESTIONS
(Footnotes located
at the end of this section)
| a. | Indicate below
whether you have any information pertaining to underwriting compensation and arrangements
or items of value(1) received or to be received by any “underwriter
or related person”(2) or any dealings between any “underwriter
or related person,”(2) “member”(3) of the
Financial Industry Regulatory Authority (“FINRA”), person “associated with
a member” or “associated person of a member”(4) on the
one hand and the Issuer (5) on the other hand, other than information relating
to the proposed public offering by the Company of the Company’s shares. |
I know of no such
information: ¨
I know of such information:
¨
Description:
| b. | State below whether
you are an “underwriter or related person,”(2) a “member”(3) of
FINRA, a “person associated with a member” or “associated person of a member,”(4) or
whether you have any association or other affiliation through share ownership or otherwise
with a member of the FINRA. If you are the general partner of a limited partnership, state
whether any of the limited partners of the limited partnership are any of the entities listed
in the preceding sentence. |
ANSWER: YES
¨ NO ¨
If
your answer to subsection (b) above is “No,” you need not respond to c., d., e., f. and g. below.
| c. | Please provide
the following information with regard to FINRA association or affiliation disclosed above: |
i. Identity
of FINRA Member(s):
ii. Description
of association or affiliation with such FINRA Members(s):
iii. Are
any of FINRA Members named above participating in any capacity in this public offering? If yes, describe participation:
iv. Provide
the information requested below with respect to the equity securities or debt securities of the Company that you own.(6)
Number
of equity securities of face
value of debt securities owned |
Date
Acquired |
Price
Paid for Securities |
| |
|
|
| |
|
|
| |
|
|
| d. | Set forth below
information as to all purchases and acquisitions (including contracts for purchase or acquisition)
of securities of the Company or any subsidiary thereof by you in the past 180 days prior
to the filing date, as well as to proposed purchases and acquisitions that are to be consummated
in whole or in part within the next 180 days: |
Seller
or
Prospective Seller |
Amount
and Nature of
Securities |
Price
or Other
Consideration |
Date |
| |
|
|
|
| |
|
|
|
| |
|
|
|
| e. | Set forth below
information as to all sales and dispositions (including contracts to sell or to dispose)
of securities of the Company or its subsidiaries by you in the 180 days prior to the filing
date to any “member”(3) of FINRA, any “person associated
with a member” or “associated person of a member”(4) or
any “underwriter or related person”(2) with respect to the proposed
public offering, as well as to all proposed sales and dispositions by you that are to be
consummated in whole or in part within the next 180 days: |
| f. | If you have had,
or are to have, any transactions of the character referred to in either d. or e. above, describe
briefly the relationship, affiliation or association of both you and, if known, the other
party or parties to any such transaction with any underwriter or other person “in the
stream of distribution” with respect to the proposed offering. In any case, where the
purchaser (whether you or any such party) is known by you to be a member of a private investment
group, such as a hedge fund or other group of purchasers, furnish, if known, the names of
all persons comprising the “group” and their association with or relationship
to any broker-dealer. |
Description:
| g. | If you or any
of your associates has had a material relationship(7) with or with any other
investment firm or underwriting organization that might participate in the underwriting of
the securities proposed to be registered by the issuer, please specify the names of the parties,
their relationship to you and the nature of the relationship: |
Description:
FOOTNOTES
* Does
not include purchases made through an employee benefit plan.
| (1) | “item
of value” includes, but is not limited to, any: |
| (i) | Financial
consulting and advisory fees, whether in the form of cash, securities, or any other item
of value; |
| (ii) | Common
or preferred stock, options, warrants, and other equity securities, including debt securities
convertible to or exchangeable for equity securities, received: |
| (a) | for acting
as private placement agent for the issuer; |
| (b) | for providing
or arranging a loan, credit facility, merger or acquisition services, or any other service
for the issuer; |
| (c) | as an investment
in a private placement made by the issuer; or |
| (d) | at the
time of the public offering; |
| (iii) | Any right
of first refusal provided to any participating member to underwrite or participate
in future public offerings, private placements or other financings, which will have a compensation
value of 1% of the offering proceeds or that dollar amount contractually agreed to by the
issuer and underwriter to waive or terminate the right of first refusal; |
| (iv) | Compensation
to be received by the underwriter and related persons or by any person nominated by
the underwriter as an advisor to the issuer’s board of directors in excess of that
received by other members of the board of directors; and |
| (v) | Commissions,
expense reimbursements, or other compensation to be received by the underwriter and related
persons as a result of the exercise or conversion, within twelve months following the
effective date of the offering, of warrants, options, convertible securities, or similar
securities distributed as part of the public offering. |
| (2) | The term “underwriter
or related persons” includes, with respect to a proposed offering, underwriters,
underwriters’ counsel, financial consultants and advisors, finders, members of the
selling or distribution group, any “member” participating in the public offering
and any and all other persons associated with or related to, and members of the Immediate
Family of, any such persons. “Immediate Family” means parents, mother-in-law,
father-inlaw, husband or wife, brother or sister, brother-in-law or sister-in-law, son-in-law
or daughter-in-law, and children, or any person who is supported directly or indirectly,
to a material extent, by an employee of or person associated with a member. |
| (3) | FINRA defines
a “member” as being any individual, partnership, corporation or other
legal entity that is a broker or dealer admitted to membership in FINRA. |
| (4) | FINRA defines
a “person associated with a member” or “associated person of
a member” as being every sole proprietor, general or limited partner, officer,
director or branch manager of any member, or any natural person occupying a similar status
or performing similar functions, or any natural person engaged in the investment banking
or securities business who is directly or indirectly controlling or controlled by such member
(for example, any employee), whether any such person is registered or exempt from registration
with FINRA. Thus, “person associated with a member” or “associated person
of a member” includes a sole proprietor, general or limited partner, officer, director
or branch manager of an organization of any kind (whether a corporation, partnership or other
business entity) that itself is either a “member” or a “person associated
with a member” or “associated person of a member.” In addition, an organization
of any kind is a “person associated with a member” or “associated person
of a member” if its sole proprietor or any one of its general limited partners, officers,
directors or branch managers is a “member,” “person associated
with a member” or “associated person of a member.” |
| (5) | The term “Issuer”
means the Company, any selling securityholder, any affiliate of the Company or any selling
securityholder, and the officers, directors, general partners, employees and securityholders
thereof. |
| (6) | You “own”
a security if you directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, have or share a direct or indirect pecuniary interest in the security.
You have a pecuniary interest in a security if you have the opportunity, directly or indirectly,
to profit or share in any profit derived from a transaction in such security. You may have
an indirect pecuniary interest in a security and should include such security in your ownership
disclosure if (a) such security is held by a member of your Immediate Family sharing
the same household or (b) you have an interest in a trust holding such security. If
you are a partner of a general or limited partnership holding a security, you should include
your proportionate interest in such security in your ownership disclosure. |
| (7) | The term “material
relationship” has not been defined by the Securities Exchange Commission. However,
the Commission likely will construe as a “material relationship” any relationship
which tends to prevent arm’s-length bargaining in dealing with a company, whether arising
from a close business connection or family relationship, a relationship of control or otherwise.
You should conclude that you have a relationship, for example, with any organization of which
you own, directly or indirectly, 10% or more of the outstanding voting stock, or in which
you have some other substantial interest, and with any person or organization with whom you
have, or with whom any relative or spouse (or any other person or organization as to which
you have any of the foregoing other relationships) has, a contractual relationship. |
PART X
- INSURANCE; INDEMNIFICATION
| A. | Do you have
knowledge or information of any contract or agreement, other than those evidenced by Cyprus
law, the memorandum and articles of association of the Company, under which you are, or to
your knowledge any controlling person, director or officer of the Company is, insured or
indemnified in any manner against any liability which you or such person may incur in your
capacity as a director or officer of the Company? |
ANSWER: YES
¨ NO ¨
If “YES,”
please describe such contract or arrangement:
| B. | Do you have
knowledge or information of any fact, circumstance, situation or transaction which may give
rise to a claim under the Company’s directors’ and officer’s’ liability
insurance policy? |
ANSWER: YES
¨ NO ¨
If “YES,” please
describe:
| C. | Other than
pursuant to a statutory provision or provision of the Company’s charter or bylaws,
do you know of any arrangement in which you are insured or indemnified in any manner against
liability that you may incur in your capacity as such? |
ANSWER:
YES ¨ NO ¨
If
“YES,” please describe:
PART XI
- IRAN THREAT REDUCTION AND
SYRIA HUMAN
RIGHTS ACT OF 2012
The Company is
required to comply with the U.S. Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITR Act”). The
ITR Act requires, among other things, that the Company disclose in its annual and quarterly reports information regarding whether any
of its “affiliates” knowingly have engaged in certain activities involving Iran.
Note: For
the purposes of this section:
The term “affiliate”
means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, the Company. Determining whether a person is an affiliate requires a facts and circumstances analysis. The Company has not made
a final determination as to who should be considered an affiliate.
The term “knowingly”
means that a person has actual knowledge or should have known of the conduct, the circumstance or the result, as the case may be.
The Company’s
ability to identify and obtain this information is essential to filing complete annual and quarterly reports and to avoid violations
of the U.S. securities laws.
Please keep the
Company up-to-date regarding any changes to the information provided in this Questionnaire on a continuous basis.
For more information
concerning the ITR Act, please do not hesitate to contact the Company.
During the last
fiscal year, have you or any of your affiliates knowingly engaged in any of the following?
| (a) | An activity
that meets the criteria for sanctions under the Iran Sanctions Act of 1996, as amended. Such
activities may include the following: |
| · | transactions
relating to Iran’s petroleum or petrochemical industries; |
| · | transactions
facilitating Iran’s procurement or proliferation of conventional weapons or weapons
of mass destruction. |
| (b) | An activity
that meets the criteria for sanctions under the Comprehensive Iran Sanctions, Accountability,
and Divestment Act of 2010, as amended, dealing with the transfer of certain goods (such
as firearms) or technologies to Iran that are likely to be used by Iranian authorities to
commit human rights abuses. |
| (c) | A transaction
or dealing with any person whose assets are “blocked” (i.e., frozen) by the U.S.
Government under legal authorities dealing with terrorism or the proliferation of weapons
of mass destruction. These persons appear on the List of Specially Designated Nationals and
Blocked Persons (“SDN List”) maintained by the U.S. Department
of the Treasury’s Office of Foreign Assets Control (“OFAC”),
or are owned directly or indirectly by persons on the SDN List, and include many large Iranian
companies. |
| (d) | A transaction
or dealing with the Government of Iran, including any entity identified by OFAC as being
part of the Government of Iran, without authorization from the U.S. Government. |
| (e) | If you
or any of your affiliates are a non-U.S. financial institution, an activity that meets the
criteria for banking sanctions under the Comprehensive Iran Sanctions, Accountability, and
Divestment Act of 2010, as amended. Such activities may include the following: |
| · | transactions
involving Iran’s Islamic Revolutionary Guard Corps or any of its agents or affiliates; |
| · | transactions
involving any person whose assets are “blocked” (i.e., frozen) by the U.S. Government
under legal authorities dealing with terrorism or the proliferation of weapons of mass destruction
(including persons named on OFAC’s SDN List). |
ANSWER: YES
¨ NO ¨
If “YES,”
please briefly describe the activities and/or transactions in which you or your affiliate(s) have knowingly engaged. The purpose
of this description is to help the Company determine whether the activities are reportable pursuant to the ITR Act.
SIGNATURE
AND UNDERTAKING
I understand that
this information is furnished to the Company for use in connection with the screening for compliance with Regulation 95 of the Articles
of association of the Company of all candidacies to be nominated by the Company’s shareholders to be eligible for appointment (re-appointment)
at the Annual General Meeting of the Company and the information to be provided to NASDAQ and FINRA. I will promptly notify the Company
of any changes in such information which may occur subsequent hereto and prior to the date of the Annual General Meeting of the Company.
I confirm that the foregoing statements
are correct to the best of my knowledge and belief.
| |
|
| |
Signature |
| |
|
| |
Print
Name |
| |
|
| |
Date |
Exhibit A
Biography
Exhibit B
Transactions
with the Company
