as Borrower 1 HEADHUNTER GROUP PLC as Borrower 2 VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the Arranger VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the Facility Administrator VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the Original Lender AMENDMENT AGREEMENT...

Definitions

Accession of Borrower 2 and Transfer of Debt

Changes to the Facility Agreement

Changes to Amendment Agreement No. 4

Waiver of rights

Acquisition of assets

Restrictions

Representations

Conditions subsequent

Applicable Law

Dispute resolution

Counterparts

“ZEMENIK” LIMITED LIABILITY COMPANY, incorporated under the laws of the Russian Federation, registered in the Unified State Register of Legal Entities of the Russian Federation under Primary State Registration Number 1167746153860, located at: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇. ▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Federation (“Borrower 1”);

HEADHUNTER GROUP PLC, a public limited liability company incorporated under the laws of the Republic of Cyprus, registration number HE 332806, address (location) of the legal entity: ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (“Borrower 2”);

VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the arranger of the Facility (the “Arranger”);

VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the lender (the “Original Lender”); and

VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the facility administrator (the “Facility Administrator”).

Borrower 1 and VTB Bank (public joint-stock company) as the arranger, facility agent and original lender concluded syndicated facility agreement dated 16 May 2016, as amended by:

amendment agreement No. 1 dated 14 December 2016;

amendment agreement No. 2 dated 28 June 2017;

amendment agreement No. 3 dated 05 October 2017; and

amendment agreement No. 4 dated 29 December 2017

The original amount of the facility granted to Borrower 1 under the Facility Agreement was RUB 5,000,000,000. On 05 October 2017, the facility was increased to RUB 7,000,000,000. As of the date of this Agreement, the amount of the Facility Outstanding is RUB 5,915,000,000.

The parties hereby agree that on the conditions established by this Agreement:

the debt of Borrower 1 under Tranche C and Tranche D will be transferred to Borrower 2;

Borrower 2 will be granted an additional tranche in the amount of RUB 3,000,000,000; and

the Facility Agreement shall be amended and restated as set forth in the version attached to this Agreement (“Restated Facility Agreement”).

DEFINITIONS

Terms

Incorporated Terms

Interpretation

Purpose

ACCESSION OF BORROWER 2 AND TRANSFER OF DEBT

From the Effective Date (inclusive) Borrower 2 shall accede to the Restated Facility Agreement as a co-borrower.

From the Effective Date the obligations (debt) of Borrower 1:

for repayment of the Facility Outstanding relating to Tranche C in the amount of RUB 950,000,000 (nine hundred and fifty million) and Tranche D in the amount of RUB 950,000,000 (nine hundred and fifty million); and

for payment of interest accrued on the Facility Outstanding relating to Tranche C and Tranche D and not paid as of the Effective Date,

Borrower 1 shall pay Borrower 2 a fee for assuming the obligations in respect of the Transferred Debt in the amount of 100% (one hundred percent) of the amount of the Transferred Debt. The calculation by the Facility Administrator of the amount of Transferred Debt on the Effective Date is final and binding upon the Borrowers.

Borrower 1 and Borrower 2 hereby agree that the mutual obligations:

of Borrower 1 to Borrower 2 to pay a fee for taking on obligations in respect of the Transferred Debt specified in paragraph (c) above (in full); and

of Borrower 2 to the Borrower 1 to repay the loan in accordance with the loan agreement (unnumbered) dated 10 October 2017 between Borrower 1 as the lender and the Borrower 2 as the borrower (to the extent equal to the amount of the obligation specified in sub-paragraph (i) above),

The Parties hereby confirm that the fulfilment by Borrower 2 of obligations to pay the Transferred Debt in full or in part shall not result in Borrower 2 having any claims against Borrower 1 within the framework of the Transferred Debt, except as expressly provided for in paragraph 2(c)..

The pledge created in accordance with the Borrower 1 Pledge and the Headhunter FSU (Borrower 1) Pledge shall continue to be valid after the Transferred Debt has been transferred to Borrower 2.

CHANGES TO THE FACILITY AGREEMENT

In order to harmonise the terminology used in the Facility Agreement with the applicable law, from the date of this Agreement the term “Facility Agent” shall be replaced by the term “Facility Administrator”.

From the Effective Date, the Facility Agreement shall be amended and restated as set out in Schedule 2 (Restated Facility Agreement), and from the Effective Date the rights and obligations of the Parties under the Facility Agreement shall be governed and interpreted in accordance with the terms of the Restated Facility Agreement.

In addition to the other changes made to the Facility Agreement by this Agreement, the Restated Facility Agreement contains:

Borrower 1 Independent Guarantee Agreement (Clause 2.6 of the Restated Facility Agreement); and

Borrower 2 Independent Guarantee Agreement (Clause 2.7 of the Restated Facility Agreement), which supersedes the independent guarantee agreement dated 1 June 2016 between Borrower 2 as guarantor, Borrower 2 as the principal, and the Original Lender and the Facility Administrator as beneficiary.

CHANGES TO AMENDMENT AGREEMENT NO. 4

WAIVER OF RIGHTS

ACQUISITION OF ASSETS

RESTRICTIONS

The mandatory nature of the amendments and additions contemplated by Clause 3 (Changes to the Facility Agreement) and Clause 4 (Changes to Amendment Agreement No. 4) is subject (as contemplated by Article 327¹ of the Civil Code of the Russian Federation) to the Borrowers’ provision of the documents and information specified in Schedule 1 (Conditions Precedent) to the Facility Administrator, in a form satisfactory to the Facility Administrator, furthermore it is mandatory for corporate approvals and powers of attorney to be provided as originals or notarised copies.

The changes and additions made to the Facility Agreement and Amendment Agreement No. 4 in accordance with this Agreement are limited to the amendments and additions specified in Clause 3 (Amendments to the Facility Agreement) and Clause 4 (Amendments to Amendment Agreement No. 4). No other provisions of the Facility Agreement and Amendment Agreement No. 4 (other than those specified in Clause 3 (Amendments to the Facility Agreement) and Clause 4 (Amendments to Amendment Agreement No. 4) shall be modified or supplemented by this Agreement.

Nothing in this Agreement affects the rights of the Finance Parties, or is considered a waiver of rights in relation to a Default, which the Borrowers did not report prior to this Agreement or which occurs after this Agreement.

This Agreement does not release the Borrowers from any obligations under the Facility Agreement, save for the cases expressly contemplated by Clause 5 (Waiver of Rights).

REPRESENTATIONS

Each Borrower makes the representations set forth in Clause 16 (Representations) of the Restated Facility Agreement to each Finance Party.

The representations referred to in paragraph (a) above are made by the Borrowers on the date of this Agreement with reference to the circumstances existing as of the date of this Agreement.

References to the representations made in accordance with paragraph (a) above, to the Facility Agreement and Finance Documents shall be deemed to include references to this Agreement.

CONDITIONS SUBSEQUENT

The Borrower shall provide the Facility Administrator with originals and duly certified copies (as applicable) of the documents listed in sections 2 and 3 of Schedule 1 (Conditions Precedent), as well as notarised translations into Russian of the said documents if they are in a foreign language and (or) apostilled, no later than 60 (sixty) days from the date of this Agreement.

The Borrowers undertake to provide the Facility Administrator, no later than 30 (thirty) Business Days after the date of the relevant Finance Document, with evidence of the following:

submission of each New Finance Document and the Headhunter FSU (Borrower 2) Pledge to the Cyprus Stamp Duty Commissioner in order for a decision to be taken on whether stamp duty is to be paid in respect of such documents; and

payment of stamp duty in respect of such documents in the amount established by the Cyprus Stamp Duty Commissioner, or exemption of such documents from stamp duty payment.

Borrower 2 shall provide a certificate of registration of changes to details of charge, issued by the Cyprus Registrar of Companies in accordance with Section 93 of the Companies Act of the Republic of Cyprus, Chapter 113 no later than thirty (30) Business Days after signing the relevant supplemental agreement to the Borrower 1 Pledge, contemplated by paragraph 1.2(a) of Schedule 1 (Conditions Precedent).

Borrower 1 shall provide (or procure that Headhunter FSU provides) a certificate of registration of changes to details of charge, issued by the Cyprus Registrar of Companies in accordance with Section 93 of the Companies Act of the Republic of Cyprus, Chapter 113 no later than thirty (30) Business Days after signing the supplemental agreement to the Headhunter Pledge, contemplated by paragraph 1.2(b) of Schedule 1 (Conditions Precedent).

APPLICABLE LAW

DISPUTE RESOLUTION

Any dispute in connection with this Agreement, including regarding the interpretation of its provisions, its existence, validity or termination, is to be resolved

Subject to the provisions of paragraph (a) above, in the event of any dispute arising out of this Agreement, including regarding the interpretation of its provisions, existence, validity or termination, such dispute is to be considered in the Moscow Arbitrazh Court.

COUNTERPARTS

New Finance Documents

This Agreement.

In respect of the Pledges:

Supplemental Agreement to the Borrower 1 Pledge.

Supplemental Agreement to the Headhunter Pledge.

Supplemental Agreement to the Headhunter FSU Pledge (Borrower 1).

In respect of the Independent Guarantees:

Borrower 1 Independent Guarantee.

Amendment to Borrower 2 Independent Guarantee.

Amendment to Headhunter FSU Independent Guarantee.

Amendment to Headhunter Independent Guarantee.

Supplemental Agreement to the Independent Guarantee Agreement between the Borrowers, Lenders and Headhunter FSU ..

Supplemental Agreement to the Independent Guarantee Agreement between the Borrowers, Lenders and Headhunter.

Corporate documents required to issue a Russian law legal opinion

Notarised copy of the following:

the Obligor’s charter, registered in accordance with the established procedure, and the valid changes and additions thereto stamped by the authorised tax body (including the relevant entries or certificates of registration);

certificate of state registration of the Obligor;

certificates of Obligor’s tax registration with a tax body at the location of the company.

Up-to-date extract from the Unified State Register of Legal Entities in relation to the Obligor, issued by the authorised tax body, containing information as of no earlier than 7 (seven) days before this Agreement (including in the form of an electronic document signed electronically by the authorised tax body).

An information letter as of the date falling no earlier than 14 (fourteen) days prior to this Agreement, issued by the tax body that the Obligor is registered with, confirming that it has no outstanding obligations to the state budget or other extra-budgetary funds or, where such outstanding obligations exist, confirming that there is a repayment schedule for these obligations agreed with the relevant body.

An original or copy duly certified by the relevant Obligor of the resolution of the Obligor’s authorised management body on approving the terms of the New Finance Documents to which the relevant Obligor is party, and the transactions thereunder, as well as any transactions related to them, including (where applicable) on approving a transaction as a major transaction and (or) as an interested-party transaction (as these terms are defined by the laws of the Russian Federation);

Certified copies of the documents on appointing the sole executive body or other authorised persons with the right of signature, provided for by the charter of the Obligor.

A notarised and, if applicable, apostilled copy of the power of attorney granting the authorised persons of the Obligor the authority needed to sign the New Finance Documents to which the relevant Obligor is party, or, where appropriate, to sign or send any documents or notifications in connection with the New Finance Documents to which the relevant Obligor is party (if applicable).

Signature cards of each person authorised to sign on behalf of the Obligor the New Finance Documents to which the relevant Obligor is party, or to sign or send any documents or notifications in connection with any Finance Documents.

A document signed by an authorised representative of the Obligor, confirming, inter alia, that:

each document (either original or copy) provided by each of the Obligors or on its behalf in accordance with this Schedule 1 is genuine, contains complete and up-to-date information, has full legal force, has not been changed, cancelled, withdrawn or terminated and that, as of the date not earlier than the date of this Agreement, no new documents were issued in connection with the issues addressed in the relevant document;

all corporate approvals required in accordance with applicable law in respect of the New Finance Documents to which the relevant Obligor is party, and the transactions thereunder, including approvals of such transactions as major transactions or interested-party transactions, have been received by the relevant Obligor;

the total value of transactions under the New Finance Documents to which the relevant Obligor is party amounts to over fifty (50) percent of the book value of the assets of the relevant Obligor; and

in relation to Borrower 1—the Regulated Procurement Law does not apply to the conclusion by Borrower 1 of the Finance Documents to which it is party (however, such confirmation should not apply to the application of the Regulated Procurement Law to any Finance Party).

Corporate documents required to issue a Cypriot law legal opinion

Apostilled copy of certificate of incorporation issued by the Department of the Registrar of Companies of Cyprus.

Apostilled copy of the articles of association and charter (together with all changes and additions to them) in Greek (with the Registration Service stamp on them) and in English.

Apostilled original certificate of address of the registered office, issued by the Department of the Registrar of Companies of Cyprus and dated not earlier than 30 (thirty) days before this Agreement.

Apostilled original certificate of directors and secretary issued by the Department of the Registrar of Companies of Cyprus and dated not earlier than 30 (thirty) days before this Agreement.

Apostilled original certificate of shareholders of Headhunter FSU, issued by the Department of the Registrar of Companies of Cyprus and dated not earlier than 30 (thirty) days before this Agreement.

Certified copy of the register of directors and secretaries dated no earlier than 1 (one) day before this Agreement.

Certified copy of the register of members dated no earlier than 1 (one) day before this Agreement.

Certified copy of the register of mortgages and other charges dated no earlier than 1 (one) day before this Agreement.

An original incumbency certificate, the form and substance of which is acceptable to the Facility Administrator, along with all documents submitted in accordance with such incumbency certificate.

A notarised and, if applicable, apostilled copy or original of the resolution of the board of directors and shareholders or any other authorised body, as contemplated by the constitutional documents of each Obligor:

on approving the terms of the New Finance Documents to which the relevant Obligor is party, and the transactions thereunder, and resolving that the relevant Obligor shall sign the New Finance Documents to which the relevant Obligor is party;

on granting the relevant person or persons with the authority needed to sign the New Finance Documents to which the relevant Obligor is party, on the latter’s behalf; and

on granting the relevant person or persons with the authority needed to sign on behalf of the relevant Obligor all documents and notifications, which must be signed by the relevant Obligor in accordance or in connection with the Finance Documents to which the relevant Obligor is party.

A notarised and, if applicable, apostilled copy of the power of attorney granting the authorised persons of the relevant Obligor the authority needed to sign the New Finance Documents to which the relevant Obligor is party, or, where appropriate, to sign or send any documents or notifications in connection with the New Finance Documents to which the relevant Obligor is party (if applicable).

An original signature sample of each person granted the authority on the basis of the resolution referred to in paragraph 3.10(b).

An original document, signed by an authorised representative of the relevant Obligor, confirming that each document (either original or copy) provided by the relevant Obligor or on its behalf in accordance with this Schedule 1 is genuine, contains complete and up-to-date information, has full legal force, has not been changed, cancelled, withdrawn or terminated and that, as of the date not earlier than the date of this Agreement, no new documents were issued in connection with the issues addressed in the relevant document;

Security

With regard to the supplemental agreement to the Borrower 1 Pledge contemplated by paragraph 1.2(a):

a copy of the register of charges of Borrower 2, reflecting the amended details regarding the terms of the pledge in accordance with Section 99 of the Companies Act of the Republic of Cyprus, Chapter 113; and

evidence that an application was filed with the Cyprus Registrar of Companies on changing the details regarding the pledge in accordance with Section 90 of the Companies Act of the Republic of Cyprus, Chapter 113.

With regard to the supplemental agreement to the Headhunter Pledge contemplated by paragraph 1.2(b):

a copy of the register of charges of Headhunter FSU, reflecting the amended details regarding the terms of the pledge in accordance with Section 99 of the Companies Act of the Republic of Cyprus, Chapter 113; and

evidence that an application was filed with the Cyprus Registrar of Companies on changing the details regarding the pledge in accordance with Section 90 of the Companies Act of the Republic of Cyprus, Chapter 113;

signed and dated waiver by Borrower 2 of the right of pre-emption, drawn up in the form set forth in such supplemental agreement;

a pledge notification drawn up substantially in the form set forth in such supplemental agreement; and

a certificate, drawn up substantially in the form set forth in such supplemental agreement, confirming that an entry regarding the pledge was made, and a certified copy of the register of members.

With regard to the supplemental agreement to the Headhunter FSU (Borrower 1) Pledge contemplated by paragraph 1.2(c):

a copy of the register of shareholders of Headhunter FSU, reflecting the amended details regarding the terms of the pledge in accordance with Section 138(2) of the Contracts Act of the Republic of Cyprus, Chapter 149;

signed and dated waiver by Borrower 2 of the right of pre-emption, drawn up in the form set forth in such supplemental agreement;

a pledge notification drawn up substantially in the form set forth in such supplemental agreement; and

a certificate, drawn up substantially in the form set forth in such supplemental agreement, confirming that an entry regarding the pledge was made, and a certified copy of the register of members.

Other documents and evidence

Evidence that all fees and expenses due and payable by the Obligors under any Finance Documents have been or will be paid by the first Utilisation Date for Tranche E.

Confirmation of payment of legal fees (for ▇▇▇▇▇▇▇ ▇▇▇▇▇ Freehills CIS LLP and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇).

Legal opinions

legal opinion prepared by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Freehills CIS LLP, the Facility Administrator’s legal adviser on Russian law; and

legal opinion prepared by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Facility Administrator’s legal adviser on Cypriot law,

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Schedule 1 The Parties, Available Commitments and Security

Schedule 2 Conditions Precedent

Schedule 3 Form of Utilisation Request

Schedule 4 Form of Lender Rights Assignment Agreement

Schedule 5 Forms of Compliance Certificates

Schedule 6 Facility Repayment Schedule

Schedule 7 Existing Financial Indebtedness

Schedule 8 Intellectual Property

Schedule 9 Group Structure Chart

Schedule 10 List of existing loans

Schedule 11 List of Russian banks

“ZEMENIK” LIMITED LIABILITY COMPANY, established in accordance with the laws of the Russian Federation, registered in the Unified State Register of Legal Entities of the Russian Federation under Primary State Registration Number 1167746153860, located at: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇. ▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Federation (“Borrower 1”);

HEADHUNTER GROUP PLC, a public joint-stock limited liability company incorporated under the laws of the Republic of Cyprus, registration number HE 332806, address (location) of the legal entity: ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇) (“Borrower 2”);

VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the arranger of the Facility (the “Arranger”);

VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the lender (the “Original Lender”); and

VTB BANK (PUBLIC JOINT-STOCK COMPANY) as the facility administrator (the “Facility Administrator”).

DEFINITIONS

Terms

in relation to the financial statements of the Group and its members prepared in accordance with IFRS: KPMG Joint-Stock Company, or Deloitte CIS Holdings Limited, or PriceWaterhouseCoopers Consulting LLC, or Ernst & Young Global Limited; and

in relation to the financial statements of the Group’s members prepared in accordance with the Applicable Reporting Standards other than IFRS: any company listed in paragraph (a) above, as well as ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, Finexpertiza LLC, BDO CJSC, FBK LLC and 2K—Delovye Konsultatsii CJSC, or any other auditing firm approved by the Majority Lenders.

the recommendations contained in the documents published by the Basel Committee on Banking Supervision in December 2010: “Basel III: A global regulatory framework for more resilient banks and banking systems,” “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring” and “Guidance for National Authorities Operating the Countercyclical Capital Buffer,” with subsequent changes and additions;

the recommendations for global systemically important banks, contained in a document published by the Basel Committee on Banking Supervision in November 2011 “Global Systemically Important Banks: Assessment Methodology and the Additional Loss Absorbency Requirement – Rules text” with subsequent changes and additions; and

Borrower 1 Pledge;

Headhunter Pledge;

Headhunter FSU (Borrower 1) Pledge;

Headhunter FSU (Borrower 2) Pledge;

each pledge entered into in accordance with Clause 20 (b) (i) (Placement);

each Additional Pledge; and

any other pledge entered into to secure the obligations of the Borrowers under this Agreement.

each Pledge;

each Independent Guarantee; and

each Additional Guarantee.

holds the majority of voting rights in that legal person; or

the acquisition will be carried out no later than 31 December 2019; and

the purchase price will not exceed RUB 3,500,000 or the equivalent of this amount in another currency at the rate of the Bank of Russia on the day on which the transaction is concluded; and

is or becomes available to the general public other than due to a Finance Party’s violation of the conditions of Clause 28 (Confidentiality); or

was known to a Finance Party prior to the date that such information was disclosed to it or its consultant, or was legally obtained by a Finance Party or its consultant after such date from a source that, as far as a Finance Party is aware, is not connected with the Group, and which in any case, as far as a Finance Party is aware, was not received due to a breach of confidentiality obligations.

2.0 (two) percent per annum; or

in the cases specified in Clause 9.2 (Margin revision): 2.5 (two point five) percent per annum; and

2.4 (two point four) per cent per annum; or

in the cases specified in Clause 9.2 (Margin revision): 2.9 (two point nine) percent per annum.

in the absence of a Facility Outstanding: the ratio between the Available Commitment of a single Lender and the Total Commitments, or

if there is a Facility Outstanding: the ratio between the Facility Outstanding issued to the Borrowers by a single Lender, together with the Amount Payable by this Lender, and the Facility Outstanding issued to the Borrowers by all Lenders, together with the Amount Payable by all Lenders.

in favour of Highworld, to repay the Highworld Dollar Loan;

in favour of Highworld, to repay the loan provided by Highworld on 27 April 2016, the funds under which were transferred by Borrower 2 (or for and on behalf of Borrower 2) to pay the Seller part of the purchase price for 100 (one hundred) percent of the shares in the charter capital of Headhunter FSU under SPA 1; and

in favour of ELQ Investors, to repay the loan provided by ELQ Investors on 27 April 2016, the funds under which were transferred to Borrower 2 (or for and on behalf of Borrower 2) to pay the Seller part of the purchase price for 100 (one hundred) percent of the shares in the charter capital of Headhunter FSU under SPA 1.

by Borrower 1 (of an amount not exceeding the amount of Tranche B) to Borrower 2 in accordance with SPA 2; and

by Borrower 2 of the amount received from Borrower 1 in accordance with SPA 2 to ELQ Investors and Highworld, to repay loans provided by ELQ Investors and Highworld to Borrower 2 prior to this Agreement; and

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties under the Finance Documents,

Interpretation

In this Agreement, unless the context otherwise requires:

references to the “Facility Administrator”, the “Arranger”, any “Finance Party”, any “Lender”, any “Obligor” or any “Party” include their successors as required by law or this Agreement;

document “in an agreed form” means a document agreed in writing (i) by the Facility Administrator and (ii) Borrower 1 (before the date of Amendment Agreement No. 5) or Borrowers (after the date of Amendment Agreement No. 5);

“assets” include existing or future property, income and rights of any nature;

reference to “Finance Document” or other agreement, document or financial instrument includes such Finance Document or other agreement, document or financial instrument with all amendments and additions made thereto at any time;

“person” includes any natural person, legal person, state body, government or state;

“law” means any law, ruling, decree, order, decision, regulation, rule, official directive, requirement or recommendation of any legislative or executive state, municipal, interstate or international body, ministry, department, service, agency or committee of either a self-regulatory organisation or any judicial body;

reference to a provision of law is a reference to such provision with all amendments and additions made thereto at any time;

it is understood that the words “include” and “including” are accompanied by the words “inter alia”;

Clause or Schedule means a reference to a clause of this Agreement or a schedule to it; and

any reference to the time of day implies Moscow time, unless otherwise specified in the Agreement.

Unless the context otherwise requires, a reference to “month” means a period beginning on one of the days of a calendar month and ending on the same date of the next calendar month, with the following exceptions:

if the relevant date is not a Business Day, such period shall end on the next Business Day (if any) of that month or (if none) on the preceding Business Day; and

if there is no corresponding date in such month, then this period shall end on the last Business Day of this month.

For the purposes of this Agreement, “control” means:

the right (existing by virtue of direct or indirect participation in the charter capital of a legal person, on the basis of a written agreement by virtue of law or otherwise), which allows:

to vote or control the voting of at least 50 percent of the maximum number of votes entitled to vote at the general meeting of the legal person; or

to appoint or remove from office a person who performs the functions of the sole executive body of a legal person or all or the majority of the members of any collegial management bodies of a legal person; or

to give binding instructions regarding the activities or financial policies of a legal person; and (or)

to directly or indirectly own at least 50 percent of ordinary shares or participatory interests in the charter capital of a legal person;

Unless otherwise provided for in this Agreement, interest and amounts of remuneration payable by an Obligor under any Finance Document shall be calculated in accordance with the provisions of the relevant Finance Document and calculated based on the actual days elapsed and a year of 365/366 (three hundred and sixty-five/three hundred and sixty-six) days.

The headings used in this Agreement shall have no effect on how the Agreement is interpreted.

SUBJECT MATTER OF THE AGREEMENT

Loan Relations

Subject to the Borrowers’ compliance with the provisions of this Agreement, each Lender shall grant the Facility to the relevant Borrower in the amount of its Available Commitment and to properly perform the obligations contemplated by this Agreement during its term, while the Borrowers shall properly perform the obligations contemplated by this Agreement during its term, including the obligation to repay to each Lender the Facility Outstanding received from it, the interest on it, and to pay the other amounts contemplated by the Agreement to the Finance Parties.

A Lender’s obligation to grant the Facility to a Borrower under the relevant Tranche arises after the relevant Borrower has fully complied with the requirements contemplated by Clause 4 (Conditions Precedent).

Finance Parties

Each Lender has an independent right to demand that the Borrowers repay the Facility Outstanding, interest and other payments contemplated by the terms of this Agreement. Except as provided for in this Agreement, each Finance Party has the right to independently enforce its rights under the Finance Documents. At the same time, the Finance Parties shall exercise their rights subject to the provisions of Clause 23 (Finance Parties).

No Finance Party shall be liable for the obligations of another Finance Party under the Finance Documents. In the event that any Lender refuses to grant the Facility on the basis contemplated by Clause 6 (Termination of Lender’s obligations), and also if a Lender violates its obligation to grant the Facility within its Available Commitment, the Facility amount shall be reduced by this Lender’s Available Commitment.

Facility Administrator

This Agreement defines the conditions and procedure for appointing a Facility Administrator and its carrying out of legal and other actions on behalf and in the interests of all Lenders. The authority of the person performing the functions of the Facility Administrator is determined in accordance with Clause 23.2 (Appointment of the Facility Administrator). However, the provisions of this Agreement governing the relations of the Facility Administrator and the Lenders will come into force upon the acquisition by any Lender other than the Original Lender of rights or obligations in accordance with the provisions of Clause 22.2 (Assignment of Rights and Transfer of Obligations by the Lenders) and shall remain in effect for the entire period when there are two or more Lenders.

The Lenders (with the exception of a Lender acting as the Facility Administrator) and the Facility Administrator hereby confirm that the Facility Administrator shall act without a power of attorney being issued to it and irrespective of the issuing of such power of attorney.

Until the acquisition by any Lender other than the Original Lender of the rights or obligations in accordance with the provisions of Clause 22.2 (Assignment of Rights and Transfer of Obligations by the Lenders) and in any other period when there is no more than one Lender, all provisions of this Agreement governing the relations of the Facility Administrator and the Borrowers, as well as the Majority Lenders and the Borrowers, should be considered as provisions governing the relations of the Original Lender and the Borrowers.

Legal nature of the Agreement

Reasonableness of the Parties

Borrower 1 Independent Guarantee Agreement

At the request of Borrower 2, Borrower 1 shall issue an independent guarantee and assume the obligation, should Borrower 2 default on its current and future monetary obligations to the Lenders under this Agreement (“Obligations of Borrower 2”), to pay the guarantee amount to the Facility Administrator for distribution to the Lenders in accordance with the provisions of that independent guarantee.

Borrower 1 hereby confirms that the Lender’s claims (made directly by the Lender or through the Facility Administrator) under this Agreement take precedence over the claims of Borrower 1 in respect of the reimbursement of amounts paid by it under the Independent Guarantee.

Borrower 1 hereby undertakes:

not to make claims against Borrower 2 for reimbursement of amounts paid by Borrower 1 under the Independent Guarantee until all the Borrowers’ obligations under this Agreement have been repaid in full;

to refrain, until all the Borrowers’ obligations under this Agreement have been repaid in full, from assigning or otherwise transferring its claims for reimbursement of amounts paid by it under the Independent Guarantee, as well as encumbering such claims in favour of third parties (with the exception of the Facility Administrator and (or) Lenders in connection with this Agreement), without the prior written consent of the Facility Administrator, acting in accordance with the provisions of this Agreement; and

without prejudice to the other provisions of this Agreement, if Borrower 1 receives a reimbursement of the amounts paid by it under the Independent Guarantee, in violation of the terms of this Agreement, to promptly transfer the amount received by Borrower 1 from such reimbursement into the Facility Administrator’s Account.

In accordance with the provisions of Article 309¹ (2) of the Civil Code of the Russian Federation, once Borrower 1 transfers the amount received by Borrower 1 from the reimbursement of the amounts paid by it under the Independent Guarantee into the Facility Administrator’s Account, the Lenders’ claim against Borrower 2 in the appropriate part shall transfer to Borrower 1. However, Borrower 1, having transferred such amount into the Facility Administrator’s Account, has the right to make such a claim against Borrower 2 only once all the Borrowers’ obligations under this Agreement have been repaid in full.

Until all obligations of the Borrowers under this Agreement have been paid in full, Borrower 2 shall refrain from indemnifying Borrower 1 for any amounts paid by Borrower 1 under the Independent Guarantee without the prior written consent of the Facility Administrator.

The obligations of Borrower 1 in accordance with this Agreement and the Independent Guarantee:

are irrevocable security subject to the term set forth in the Independent Guarantee;

supplement any other security and are not impaired by any other security that is provided to the Lenders either now or in future, in respect of all or any of the obligations under this Agreement;

are not affected by any reorganisation of any Borrower, including, without limitation, any changes in the legal form of any Borrower;

shall remain valid during any liquidation or insolvency (bankruptcy) proceedings initiated in respect of any Borrower, or during any reorganisation of any Borrower to the extent permitted by applicable law; and

shall remain valid until terminated in accordance with the terms of the Independent Guarantee.

The existence of a dispute between Borrower 1, Borrower 2 and (or) another Obligor, and also between Borrower 1, Borrower 2 and (or) another Obligor, on the one hand, and the Lenders, on the other, shall not release Borrower 1 from performing obligations under this Agreement and the Independent Guarantee.

Borrower 1 is not entitled:

to make counterclaims or objections against the Lenders’ claims that Borrower 2 or another Obligor could make; and

to not perform obligations under this Agreement and the Independent Guarantee or postpone their performance by referring to the existence of a dispute between Borrower 2 or another Obligor, on the one hand, and the Lenders, on the other.

Borrower 2 Independent Guarantee Agreement

At the request of Borrower 1, Borrower 2 shall issue an independent guarantee and assume the obligation, should Borrower 1 default on its current and future monetary obligations to the Lenders under this Agreement (“Obligations of Borrower 1”), to pay the guarantee amount to the Facility Administrator for distribution to the Lenders in accordance with the provisions of that independent guarantee.

Borrower 2 hereby confirms that the Lender’s claims (made directly by the Lender or through the Facility Administrator) under this Agreement take precedence over the claims of Borrower 2 in respect of the reimbursement of amounts paid by it under the Independent Guarantee

Borrower 2 hereby undertakes:

not to make claims against Borrower 1 for reimbursement of amounts paid by Borrower 2 under the Independent Guarantee until all the Borrowers’ obligations under this Agreement have been repaid in full;

to refrain, until all the Borrowers’ obligations under this Agreement have been repaid in full, from assigning or otherwise transferring its claims for reimbursement of amounts paid by it under the Independent Guarantee, as well as encumbering such claims in favour of third parties (with the exception of the Facility Administrator and (or) Lenders in connection with this Agreement), without the prior written consent of the Facility Administrator, acting in accordance with the provisions of this Agreement; and

without prejudice to the other provisions of this Agreement, if Borrower 2 receives a reimbursement of the amounts paid by it under the Independent Guarantee, in violation of the terms of this Agreement, to promptly transfer the amount received by Borrower 2 from such reimbursement into the Facility Administrator’s Account.

In accordance with the provisions of Article 309¹ (2) of the Civil Code of the Russian Federation, once Borrower 2 transfers the amount received by Borrower 2 from the reimbursement of the amounts paid by it under the Independent Guarantee into the Facility Administrator’s Account, the Lenders’ claim against Borrower 1 in the appropriate part shall transfer to Borrower 2. However, Borrower 2, having transferred such amount into the Facility Administrator’s Account, has the right to make such a claim against Borrower 1 only once all the Borrowers’ obligations under this Agreement have been repaid in full.

Until all obligations of the Borrowers under this Agreement have been paid in full, Borrower 1 shall refrain from indemnifying Borrower 2 for any amounts paid by Borrower 2 under the Independent Guarantee without the prior written consent of the Facility Administrator.

The obligations of Borrower 2 in accordance with this Agreement and the Independent Guarantee:

are irrevocable security subject to the term set forth in the Independent Guarantee;

supplement any other security and are not impaired by any other security that is provided to the Lenders either now or in future, in respect of all or any of the obligations under this Agreement;

are not affected by any reorganisation of any Borrower, including, without limitation, any changes in the legal form of any Borrower;

shall remain valid during any liquidation or insolvency (bankruptcy) proceedings initiated in respect of any Borrower, or during any reorganisation of any Borrower to the extent permitted by applicable law; and

shall remain valid until terminated in accordance with the terms of the Independent Guarantee.

The existence of a dispute between Borrower 2, Borrower 1 and (or) another Obligor, and also between Borrower 2, Borrower 1 and (or) another Obligor, on the one hand, and the Lenders, on the other, shall not release Borrower 2 from performing obligations under this Agreement and the Independent Guarantee.

Borrower 2 is not entitled:

to make counterclaims or objections against the Lenders’ claims that Borrower 1 or another Obligor could make; and

to not perform obligations under this Agreement and the Independent Guarantee or postpone their performance by referring to the existence of a dispute between Borrower 1 or another Obligor, on the one hand, and the Lenders, on the other.

This Clause 2.7 supersedes the independent guarantee agreement dated 1 June 2016 between Borrower 2 as guarantor, Borrower 1 as the principal, and Original Lender and the Facility Administrator as beneficiary.

PURPOSE

Borrower 1 shall use Tranche A solely to make partial payment under SPA 2.

Borrower 1 shall use Tranche B solely to make full payment under SPA 2.

Borrower 1 shall use Tranche C and Tranche D solely to grant a loan to Borrower 2 followed by the distribution of this amount to the shareholders of Borrower 2.

Borrower 2 shall use Tranche E solely:

for payments to the shareholders of Borrower 2 towards reducing the share premium of Borrower 2 or distributing dividends; or

to grant a loan to the shareholders of Borrower 2 followed by the offsetting of counterclaims of Borrower 2 under this loan against the claims of the shareholders of Borrower 2 in respect of payments applied towards reducing the share premium of Borrower 2 or distributing dividends.

Borrower 2 is not allowed to use the Facility independently or through third parties, at the direction of Borrower 2, to acquire or settle promissory notes, repay its own debts or third party debts to the Lenders.

CONDITIONS PRECEDENT

Initial Conditions Precedent

To utilise Tranche A, Borrower 1 must:

deliver to the Facility Administrator the documents and information listed in Part 1 of Schedule 2 (Conditions Precedent), in a form and substance acceptable to the Facility Administrator, take the actions and fulfil the requirements listed in Part 1 of Schedule 2 (Conditions Precedent), in a form satisfactory for the Facility Administrator; and

send a duly completed Utilisation Request to the Facility Administrator.

To utilise Tranche B, Borrower 1 must:

deliver to the Facility Administrator the documents and information listed in Part 3 of Schedule 2 (Conditions Precedent), in a form and substance acceptable to the Facility Administrator, take the actions and fulfil the requirements listed in Part 3 of Schedule 2 (Conditions Precedent), in a form satisfactory for the Facility Administrator (“Initial Conditions Precedent for Tranche B”); and

send a duly completed Utilisation Request to the Facility Administrator.

To utilise Tranche C, Borrower 1 must:

deliver to the Facility Administrator the documents and information listed in Part 4 of Schedule 2 (Conditions Precedent), in a form and substance acceptable to the Facility Administrator, take the actions and fulfil the requirements listed in Part 4 of Schedule 2 (Conditions Precedent), in a form satisfactory for the Facility Administrator (“Initial Conditions Precedent for Tranche C”); and

send a duly completed Utilisation Request to the Facility Administrator.

To utilise Tranche D, Borrower 1 must:

deliver to the Facility Administrator the documents and information listed in Part 5 of Schedule 2 (Conditions Precedent), in a form and substance acceptable to the Facility Administrator, take the actions and fulfil the requirements listed in Part 5 of Schedule 2 (Conditions Precedent), in a form satisfactory for the Facility Administrator (“Initial Conditions Precedent for Tranche D”); and

send a duly completed Utilisation Request to the Facility Administrator.

To utilise Tranche E, Borrower 2 must:

deliver to the Facility Administrator the documents and information listed in Part 6 of Schedule 2 (Conditions Precedent), in a form and substance acceptable to the Facility Administrator, take the actions and fulfil the requirements listed in Part 6 of Schedule 2 (Conditions Precedent), in a form satisfactory for the Facility Administrator (“Initial Conditions Precedent for Tranche E”); and

send a duly completed Utilisation Request to the Facility Administrator.

The Utilisation Request for Tranche E may be sent by Borrower 2 after Borrower 2 and the Lenders have received a notification from the Facility Administrator that Borrower 2 has duly fulfilled the Initial Conditions Precedent for Tranche E.

Submission of Utilisation Requests

The relevant Borrower may send to the Facility Administrator:

in respect of Tranche A, Tranche B, Tranche C, and Tranche D: only one duly executed Utilisation Request for the full amount of the relevant Tranche; and

in respect of Tranche E: no more than 2 (two) duly executed Utilisation Requests, while the amount of the Facility specified by Borrower 2 in the relevant Utilisation Request may not exceed the amount of the aggregate Unused Available Commitment.

Unless otherwise agreed with the Facility Administrator, a Borrower must submit each Utilisation Request to the Facility Administrator no later than at 12:00, 2 (two) Business Days before the proposed Utilisation Date.

Each Utilisation Request must be signed by an authorised person of the relevant Borrower. Each Utilisation Request must include the requested amount of the Facility and the Utilisation Date, which is a Business Day within the relevant Utilisation Period.

A Borrower does not have the right to withdraw a Utilisation Request that it has sent, which was received by the Facility Administrator.

GRANTING OF FACILITY

After receiving any Utilisation Request, the Facility Administrator shall immediately send to each Lender a copy of the Utilisation Request and inform each Lender of the amount corresponding to its Proportional Share in the requested Facility.

In the absence of the circumstances specified in Clause 6 (Termination of Lender’s obligations), each Lender shall transfer to the Facility Administrator the amount corresponding to its Proportional Share in the Facility requested by a Borrower no later than on 12:00 of the Utilisation Date specified in the relevant Utilisation Request.

Not later than on 15:00 on the relevant Utilisation Date, the Facility Administrator shall transfer to the relevant Borrower the amount of the Facility specified in the Utilisation Request, into the account specified in that Utilisation Request, but not more than the Facility amount received from the Lenders.

TERMINATION OF LENDER’S OBLIGATIONS

Each Lender’s obligation to grant a Facility to a Borrower shall terminate in whole or in part, depending on the following circumstances:

if a Facility is granted in the amount of the Available Commitment of the relevant Lender;

upon expiry of the relevant Utilisation Period; and

in other instances established by law.

Each Lender has the right to refuse to perform its obligations to grant a loan to a Borrower:

if there are circumstances that clearly indicate that the Facility will not be repaid by a Borrower within the period specified in the Agreement; or

if there is an Event of Default as per Clause 21.18 (Acceleration) and the corresponding notification is sent by the Facility Administrator to the Borrowers; or

if there are circumstances specified in Clause 8.1 (Illegality) and Clause 8.2 (Change of Control).

In the event that any Lender refuses to grant the Facility on the basis of this Clause, the Parties agree that such Lender does not bear any liability to the Borrowers or to any Finance Party for refusing to grant the Facility.

REPAYMENT OF FACILITY

Borrower 1 shall repay the Facility Outstanding relating to:

Tranche A and Tranche B; and

to Tranche C and Tranche D until the Effective Date of Amendment Agreement No. 5,

Borrower 2 shall repay the Facility Outstanding relating to:

Tranche C and Tranche D from the Effective Date of Amendment Agreement No. 5; and

Tranche E,

EARLY REPAYMENT AND CANCELLATION OF FACILITY

Illegality

such Lender must notify the Facility Administrator and the relevant Borrower as soon as it becomes aware of this;

any unfulfilled obligation of such Lender with respect to the Facility shall terminate on the date of the notification specified therein; and (or)

the relevant Borrower shall repay the amount corresponding to the Proportional Share of such Lender in the Facility on the last day of the Interest Period in which a Lender became aware of the illegality of the participation in the Facility, or (if earlier) on the date specified by a Lender in the notification specified in paragraph (a) above, which cannot be earlier than the date established by law.

Change of Control

If there is a Change of Control:

the Borrowers shall notify the Facility Administrator immediately after they become aware of this; and

if this is requested by the Majority Lenders, the Facility Administrator shall send a notification to a Borrower and demand immediate repayment of the entire amount of the Facility Outstanding with all accrued interest and other amounts payable by the Borrower, while a Borrower shall repay the amount of the Facility Outstanding in full in accordance with the demand specified in the Facility Administrator’s notification.

For the purposes of paragraph (a) above and Clause 8.4 (Fee for Early Repayment of Facility Outstanding), “Change of Control” means (with the exception of changes permitted in accordance with the Finance Documents, including as a result of a Permitted Payment):

that the Beneficiaries have lost the right, existing by virtue of their joint direct or indirect participation in the charter capital of any member of the Group, on the basis of a written agreement, by law or otherwise, to exercise the right to vote (or control the exercise of the right to vote) based on a share in the charter capital of Borrower 2 at a level of over 50% (fifty percent) of the number of voting shares of Borrower 2;

that the Beneficiaries have ceased to jointly own, directly or indirectly, a share in the charter capital of Borrower 2 at a level of over 50% (fifty percent) of the number of voting shares of Borrower 2; or

that the Beneficiaries have lost the right to appoint or remove from office (including by replacing them) the majority of the members of the collegial management bodies of Borrower 2.

Elbrus Capital Fund II, L.P. (registration number: 63023, registered address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands);

Elbrus Capital Fund II B, L.P. (registration number: 68103, registered address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands); and

▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. (registration number 2923466, registered address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America).

Voluntary Early Repayment of Facility Outstanding

A Borrower is entitled, subject to giving the Facility Administrator at least 10 (ten) Business Days’ prior notice (unless a shorter period has been agreed with the Majority Lenders), to effect early repayment of the entire Facility Outstanding or any part thereof. The amount of the Facility Outstanding being repaid early must be at least RUB 50,000,000 (fifty million).

Partial early repayment of the Facility Outstanding shall reduce the obligation of the relevant Borrower to repay the Facility Outstanding to each Lender rateably.

Such early payment will be used to repay the Facility Outstanding due from a Borrower that has made early repayment, the payment of which is due in chronological order. Furthermore, the amount of such early payment shall be used to repay all Tranches related to the relevant Borrower in proportion to the amount of the next payment under each such Tranche.

Within 30 (thirty) days after the Facility Administrator has submitted a demand to a Borrower in accordance with Clause 13.1 (Additional Costs), the relevant Borrower has the right, subject to giving the Facility Administrator at least 5 (Five) Business Days’ prior notice (unless a shorter period has been agreed with the Majority Lenders), to effect early repayment of the entire Facility Outstanding. Furthermore, no fee as per Clause 8.4 (Fee for Early Repayment of Facility Outstanding) shall be charged in this case for the early repayment of the Facility Outstanding.

Fee for Early Repayment of Facility Outstanding

In the event of early repayment of the Facility Outstanding or part thereof, a Borrower shall pay the Facility Administrator a fee for the early repayment of the Facility Outstanding (“Early Repayment Fee”), the amount of which is determined in accordance with paragraphs (b) and (c) below, to be subsequently distributed between the Lenders in proportion to their Proportional Shares.

If there has been no Liquidity Event at the time of early repayment of the Facility Outstanding (or part thereof) relating to Tranche A, Tranche B, Tranche C and Tranche D, the Early Repayment Fee shall be:

2.5 (two point five) percent of the amount of early repayment of the Facility Outstanding: in the event of early repayment during the period starting on the date of Amendment Agreement No. 3 and ending on the date falling 18 months after the date of Amendment Agreement No. 3 (including such date);

2.0 (two) percent of the amount of early repayment of the Facility Outstanding: in the event of early repayment during the period starting on the date falling 18 months after the date of Amendment Agreement No. 3 (not including such date), and ending on the date falling 24 months after the date of Amendment Agreement No. 3 (including such date);

1.5 (one point five) percent of the amount of early repayment of the Facility Outstanding: in the event of early repayment during the period starting on the date falling 24 months after the date of Amendment Agreement No. 3 (not including such date), and ending on the date falling 36 months after the date of Amendment Agreement No. 3 (including such date); and

1.0 (one) percent of the amount of early repayment of the Facility Outstanding: in the event of early repayment during the period starting on the date falling 36 months after the date of Amendment Agreement No. 3 (not including such date), and ending on the date falling 48 months after the date of Amendment Agreement No. 3 (including such date);

In the event of early repayment of the Facility Outstanding (or part thereof) relating to Tranche A, Tranche B, Tranche C and Tranche D, during the period starting on the date of Amendment Agreement No. 3 and ending on the date falling 18 months after the date of Amendment Agreement No. 3 (including such date), and subject to a Liquidity Event at the time of such early repayment, the Early Repayment Fee shall be 1.5 (one point five) percent of the early repayment amount of the Facility Outstanding.

In the event of early repayment of the Facility Outstanding (or part thereof) relating to Tranche A, Tranche B, Tranche C and Tranche D:

subject to a Liquidity Event: 18 (eighteen) months; or

in other cases: 48 (forty-eight) months after

The amount of the Early Repayment Fee for the repayment of the Facility Outstanding (or part thereof) relating to Tranche E shall be:

2.5 (two point five) percent of the amount of early repayment of the Facility Outstanding: in the event of early repayment during the period starting on the date of Amendment Agreement No. 5 and ending on the date falling 18 months after the date of Amendment Agreement No. 5 (including such date);

2.0 (two) percent of the amount of early repayment of the Facility Outstanding: in the event of early repayment during the period starting on the date falling 18 months after the date of Amendment Agreement No. 5 (not including such date), and ending on the date falling 24 months after the date of Amendment Agreement No. 5 (including such date);

1.5 (one point five) percent of the amount of early repayment of the Facility Outstanding: in the event of early repayment during the period starting on the date falling 24 months after the date of Amendment Agreement No. 5 (not including such date), and ending on the date falling 36 months after the date of Amendment Agreement No. 5 (including such date); and

1.0 (one) percent of the amount of early repayment of the Facility Outstanding: in the event of early repayment during the period starting on the date falling 36 months after the date of Amendment Agreement No. 5 (not including such date), and ending on the date falling 48 months after the date of Amendment Agreement No. 5 (including such date);

In the event of early repayment of the Facility Outstanding (or part thereof) relating to Tranche E 48 (forty-eight) months after the date of Amendment Agreement No. 5 (not including such date), no Early Repayment Fee shall be charged.

For the purposes of this Clause 8.4 (Fee for Early Repayment of Facility Outstanding), “Liquidity Event” means:

initial public offering of the shares in Borrower 2 with their inclusion in the quotation list of the exchange; or

Change of Control,

global co-ordinator and bookrunner services in relation to the Liquidity Event referred to in the paragraph (i) above; and

consulting or providing other services for the purposes of the Liquidity Event referred to in the paragraph (ii) above.

Other provisions

A Borrower does not have the right to withdraw its notification regarding early repayment of the Facility Outstanding or part thereof. Such notification must specify the relevant repayment date and the amount of the Facility Outstanding repaid early.

If the Facility Administrator receives any notification under this Clause 8 (Early repayment and Cancellation of Facility), it shall send a copy of this notification to the Party to which this notification is addressed on the same Business Day. The Facility Administrator must notify all Lenders of receipt of the relevant notification within no more than one Business Day from the date of receipt of this notification.

Whenever the Facility Outstanding is repaid early, the relevant Borrower shall repay the Facility Outstanding along with all interest accrued on it as of the repayment date and other amounts owed by this Borrower.

A Borrower does not have the right to repay the Facility Outstanding or any part thereof early, or to refuse to receive the Facility or part thereof, on terms not expressly contemplated by this Agreement.

A Borrower is not entitled to submit a Utilisation Request with respect to the amount of the Facility, which this Borrower has refused to receive, and also with respect to the amount of the Facility Outstanding that the Borrower repaid early.

INTEREST

Interest calculation

the Margin; and

the Key Rate.

Margin revision

When any of the circumstances specified in this paragraph (a) occur, the Margin with the Consent of the Majority Lenders shall increase by 0.5 (zero point five) percent per annum, starting from the first day of the Interest Period following the relevant Test Date (regarding which the Facility Administrator shall inform the Borrower in writing) if the Leverage is more than:

3.75:1 on any Test Date for the period beginning 01 January 2017 (inclusive) and ending on 31 December 2017 (inclusive); or

3.5:1 on any Test Date for the period beginning 01 January 2018 (inclusive) and ending on 31 December 2018 (inclusive); or

3.0:1 on any Test Date for the period beginning 01 January 2019 (inclusive) and ending on 31 December 2019 (inclusive); or

2.5:1 on any Test Date for the period beginning 01 January 2020 (inclusive) and ending on the Final Repayment Date of Tranche E.

(Subject to receipt by the Facility Administrator of confirmation that the Leverage is less than the relevant value specified below) paragraph (a) above will continue to have effect until the first day of the Interest Period following the Test Date, on which the Leverage will be less than:

3.75:1 on any Test Date for the period beginning 01 January 2017 (inclusive) and ending on 31 December 2017 (inclusive); or

3.5:1 on any Test Date for the period beginning 01 January 2018 (inclusive) and ending on 31 December 2018 (inclusive); or

3.0:1 on any Test Date for the period beginning 01 January 2019 (inclusive) and ending on 31 December 2019 (inclusive); or

2.5:1 on any Test Date for the period beginning 01 January 2020 (inclusive) and ending on the Final Repayment Date of Tranche E.

Interest Payment

Default Interest

If a Borrower fails to fulfil an obligation to pay any amount that it owes under the Finance Document within the prescribed period, default interest shall accrue on the overdue amount from the day, following the due date up to the date of actual payment (both before and after judgement).

Said default interest shall accrue in the amount of 2/365 of the interest rate, determined in accordance with Clause 9.1 (Interest calculation) subject to the provisions of Clause 9.2 (Margin revision), of the amount of overdue debt under the Financial Document for each day of delay.

Default interest accrued under this Clause 9.4 must be paid by the relevant Borrower immediately upon the request of the Facility Administrator.

The Parties agree that payment by the relevant Borrower of the default interest contemplated by this Clause 9.4 does not in any way restrict the Lenders’ rights to pursue any other legal remedies, including the right to seek indemnification from the relevant Borrower for damages and expenses caused by this Borrower’s delay to the extent not covered by the default interest.

For the avoidance of doubt, the Parties confirm that the default interest contemplated by this Clause shall be paid by the relevant Borrower in addition to and in excess of the interest contemplated by Clause 9.1 (Interest calculation) subject to the provisions of Clause 9.2 (Margin revision).

Notification of Key Rate

Subject to the provisions of paragraph (d) below, the Key Rate in effect on each day of the Interest Period shall be used to calculate the accrued interest.

The Facility Administrator shall notify each Party on each Utilisation Date of the amount of the Key Rate in effect on the relevant Utilisation Date.

If the Key Rate changes after any given Utilisation Date, the new Key Rate shall become applicable for the purposes of determining the interest rate as per Clause 9.1 (Interest calculation) from the effective date of the modified Key Rate, of which the Facility Administrator shall notify the Parties no later than the Business Day following the effective date of the modified Key Rate.

Notwithstanding the provisions of clause (c) above, if the effective date of the modified Key Rate falls on the last day of any Interest Period, the relevant modified Key Rate shall become applicable for the purposes of determining the interest rate as per Clause 9.1 (Interest calculation) from the first day of the next Interest Period.

INTEREST PERIODS

The first Interest Period relating to Tranche A shall begin on the day following the Utilisation Date of Tranche A and end on the Interest Payment Date following the Utilisation Date of Tranche A. Furthermore, if such Interest Payment Date comes earlier than 10 (ten) days after the Utilisation Date of Tranche A, the first Interest Period relating to Tranche A shall end on the second Interest Payment Date which comes after the Utilisation Date of Tranche A. Each subsequent Interest Period shall start on the day following the last day of the previous Interest Period, and end on the Interest Payment Date immediately following that day.

The first Interest Period relating to Tranche B shall begin on the day following the Utilisation Date of Tranche B and end on the Interest Payment Date following the Utilisation Date of Tranche B. Furthermore, if such Interest Payment Date comes earlier than 10 (ten) days after the Utilisation Date of Tranche B, the first Interest Period relating to Tranche B shall end on the second Interest Payment Date which comes after the Utilisation Date of Tranche B.

Starting from the Interest Period immediately following the end of the first Interest Period relating to Tranche B:

the Facility Outstanding relating to Tranche A and the Facility Outstanding relating to Tranche B shall be combined into a single Facility Outstanding (hereinafter referred to as “Facility Outstanding A and B”) for the purposes of determining the Interest Period;

the Interest Periods relating to Facility Outstanding A and B shall be determined in accordance with paragraph (a) above; and

the last Interest Period relating to Facility Outstanding A and B shall end on the Final Repayment Date of Tranche A and Tranche B.

The first Interest Period relating to Tranche C shall begin on the day following the Utilisation Date of Tranche C and end on the Interest Payment Date following the Utilisation Date of Tranche C. Furthermore, if such Interest Payment Date comes earlier than 10 (ten) days after the Utilisation Date of Tranche C, the first Interest Period relating to Tranche C shall end on the second Interest Payment Date which comes after the Utilisation Date of Tranche C. Each subsequent Interest Period shall start on the day following the last day of the previous Interest Period, and end on the Interest Payment Date immediately following that day.

The first Interest Period relating to Tranche D shall begin on the day following the Utilisation Date of Tranche D and end on the Interest Payment Date following the Utilisation Date of Tranche D. Furthermore, if such Interest Payment Date comes earlier than 10 (ten) days after the Utilisation Date of Tranche D, the first Interest Period relating to Tranche D shall end on the second Interest Payment Date which comes after the Utilisation Date of Tranche D.

Starting from the Interest Period immediately following the end of the first Interest Period relating to Tranche C:

the Facility Outstanding relating to Tranche A, the Facility Outstanding relating to Tranche B and the Facility Outstanding relating to Tranche C shall be combined into a single Facility Outstanding (hereinafter referred to as “Facility Outstanding A, B and C”) for the purposes of determining the Interest Period;

the Interest Periods relating to Facility Outstanding A, B and C shall be determined in accordance with paragraph (a) above; and

the last Interest Period relating to Facility Outstanding A, B and C shall end on the Final Repayment Date of Tranche C and Tranche D.

Starting from the Interest Period immediately following the end of the first Interest Period relating to Tranche D:

the Facility Outstanding relating to Tranche A, the Facility Outstanding relating to Tranche B, the Facility Outstanding relating to Tranche C and the Facility Outstanding relating to Tranche D shall be combined into a single Facility Outstanding (hereinafter referred to as “Facility Outstanding A, B, C and D”) for the purposes of determining the Interest Period;

the Interest Periods relating to Facility Outstanding A, B, C and D shall be determined in accordance with paragraph (a) above; and

the last Interest Period relating to Facility Outstanding A, B, C and D shall end on the Final Repayment Date of Tranche C and Tranche D.

The first Interest Period relating to Tranche E shall begin on the day following the Utilisation Date of Tranche E and end on the Interest Payment Date following the Utilisation Date of Tranche E. Furthermore, if such Interest Payment Date comes earlier than 10 (ten) days after the Utilisation Date of Tranche E, the first Interest Period relating to Tranche E shall end on the second Interest Payment Date which comes after the Utilisation Date of Tranche E.

FEES OF FINANCE PARTIES

Commitment Fee under Agreement

A Borrower shall pay the Facility Administrator (for the account of the Lenders) a Facility commitment fee, the amount of which is calculated as follows:

at a rate of 0.15 (zero point one five) percent per annum of the Unused Available Commitment under Tranche A (excluding the Amount Payable);

at a rate of 0.5 (zero point five) percent per annum of the Unused Available Commitment under Tranche B (excluding the Amount Payable);and

at a rate of 0.1 (zero point one) percent per annum of the amount of the Unused Available Commitment under Tranche E (excluding the Amount Payable).

The said fee shall be charged and paid as follows:

in respect of the Unused Available Commitment under Tranche A: charged for the Utilisation Period of Tranche A and paid on the last day of the Utilisation Period of Tranche A or on the Utilisation Date of Tranche A, depending on which date comes first;

in respect of the Unused Available Commitment under Tranche B: charged for the Utilisation Period of Tranche B and paid (i) on each Interest Payment Date during the Utilisation Period of Tranche B and (ii) on the last day of the Utilisation Period of Tranche B or on the Utilisation Date of Tranche B, depending on which date comes first; and

in respect of the Unused Available Commitment under Tranche E: charged for the Utilisation Period of Tranche E and paid (i) on each Interest Payment Date during the Utilisation Period of Tranche E and (ii) on the last day of the Utilisation Period of Tranche E or on the Utilisation Date of Tranche E, depending on which date comes first.

A Facility commitment fee shall not be charged in respect of the Unused Available Commitment under Tranche C and Tranche D.

Facility Fee

1.5 (one point five) percent of Tranche A;

1.5 (one point five) percent of Tranche B;

0.25 (zero point two five) percent of Tranche C;

0.25 (zero point two five) percent of Tranche D; and

RUB 11,000,000 (eleven million) in respect of Tranche E,

TAXES

Tax gross-up

No later than 3 (three) Business Days after an Obligor or Lender becomes aware that an Obligor must make a Tax Deduction (or that changes have been made to the Tax Deduction rate or base), the relevant Borrower or Lender (as the case may be) shall notify the Facility Administrator, and the Borrowers shall also ensure that the relevant notification is sent by the other Obligors. If the Facility Administrator receives such notification from the Lender, it must notify the relevant Obligor accordingly.

If, in accordance with the law, an Obligor must make a Tax Deduction in respect of any amount to be transferred to a Finance Party under the Finance Documents, the amount payable by an Obligor to a Finance Party shall be increased so that after the Tax Deduction the relevant Finance Party would receive the same amount that it would have received had such withholding in the form of the Tax Deduction not been required. However, an Obligor is not obliged to increase the amounts paid to the Finance Parties by the amount of the Tax Payment, if at the date of the relevant payment, any Finance Party ceased to be an Acceptable Lender for any reason not connected with a change in the law.

Within 30 (thirty) days after the Tax Deduction, the Borrowers shall procure that they and other Obligors (as applicable) provide the Facility Administrator, for transfer to the relevant Finance Party, with evidence that is acceptable to that Finance Party confirming that the withheld amount of the Tax Deduction was transferred by an Obligor into the state budget in accordance with the requirements of applicable law.

Tax indemnity

Within 3 (three) Business Days after the Facility Administrator has submitted the relevant demand, an Obligor must pay to a Finance Party, which is not a Russian legal person, an amount equivalent to the Tax paid by a Finance Party, or the Tax that is payable in the opinion of that Finance Party, in connection with any Finance Document.

The provisions of paragraph (a) above shall not apply:

in respect of Taxes paid by a Finance Party:

as required by the law of the Russian Federation; or

in accordance with the law of the jurisdiction in which the lending division of that Finance Party that is connected with the amounts received or receivable in such jurisdiction is located,

to the extent that costs related to the payment of Taxes shall be indemnified by increasing the payment amount in accordance with Clause 12.1 (Tax gross-up).

A Finance Party that is submitting or intends to submit a demand in accordance with clause (a) above shall immediately notify the Facility Administrator of the event that will become or has become the basis for submitting this demand, whereupon the Facility Administrator must notify the Borrower accordingly.

Tax Relief

a Tax Relief may be applied to an additional payment that includes such Tax Payment, to such Tax Payment or Tax Deduction which resulted in such Tax Payment being required; and

such Finance Party has received such Tax Relief,

Charges and duties

Value Added Tax (VAT) and other taxes

ADDITIONAL COSTS

Additional Costs

Subject to Clause 13.3 (Exemptions), each Borrower shall, within 3 (three) Business Days of the expiration of 30 (thirty) days from when the relevant Facility Administrator submitted the relevant demand, pay the relevant Finance Party the Additional Costs incurred by such Finance Party for the period after the expiration of such thirty-day period due to any law being enacted, or law (or the practice of its interpretation or application) being amended after the date of this Agreement or due to a central bank or other competent authority imposing an obligation in the relevant jurisdiction for the Finance Parties to apply or comply with the standards established in Basel III.

In this Clause “Additional Costs” means:

additional costs or losses incurred by a Finance Party due to a reduction in any amounts received or receivable; or

any additional or increased costs or losses; or

expenses or losses related to the reduction of any amount payable by a Borrower in accordance with any Finance Document,

For the avoidance of doubt, the Additional Costs under this Clause shall be paid by the relevant Borrower as a fee for the use of the Facility in addition to the interest and other amounts due from such Borrower.

Additional Cost Claims

Exemptions

shall be indemnified to a Finance Party in accordance with another Clause of the Agreement, or would be indemnified in the absence of exemptions from such Clause;

are caused by a Finance Party’s willful non-compliance with the law; or

are caused by the application or compliance with the standards established in Basel II (as amended as of the date of this Agreement) or in the regulations of the Central Bank of the Russian Federation or in any other law by which the provisions of Basel II are implemented, except for the changes arising from Basel III.

OTHER INDEMNITIES

Currency indemnity

the filing of any claim against such Obligor; or

the enforcement of any judicial or arbitration award in any judicial, arbitrazh or arbitration proceedings,

Other indemnities

as a result of an Event of Default; or

(if such costs are incurred through no fault of a Finance Party or do not result from a Finance Party’s negligence, with the exception of circumstances beyond the control of a Finance Party (not including the imposition of international sanctions)) as a result of:

the inability to grant the Facility to a Borrower in accordance with a Utilisation Request due to any provisions of this Agreement; or

the inability of a Borrower to effect early repayment of the Facility Outstanding or part thereof, despite a notification of early repayment having been submitted to the Facility Administrator.

Indemnity to the Facility Administrator

an investigation of any event that the Facility Administrator has reason to believe is a Default; or

actions being taken on the basis of any notification or order of any Finance Party in accordance with this Agreement, which the Facility Administrator has reason to believe are subject to execution.

Transaction Costs

The Borrowers shall jointly and severally, within 10 (ten) Business Days after receipt of the relevant demand, pay the Facility Administrator and the Arranger the amount of all documented costs that are previously agreed with the Borrowers in writing or by email (including fees of legal consultants) that were incurred in connection with the preparation and execution of this Agreement and other Finance Documents.

The Borrowers’ duty to pay legal consultant fees will be considered fulfilled if, prior to the first Utilisation Date, a member of the Group pays the relevant fees (in the amount pre-agreed in writing or by email by the Facility Administrator, the Borrowers and the legal consultant of the Facility Administrator) directly to the legal consultant of the Facility Administrator.

The Borrowers shall jointly and severally bear in full all costs associated with the registration of the Security Agreements in accordance with the requirements of applicable law.

Amendment Costs

Enforcement Costs

MITIGATION BY THE FINANCE PARTIES

REPRESENTATIONS

Representations

Status

Each Borrower and each Subsidiary of the Borrower is a legal entity duly incorporated and operating lawfully in accordance with applicable law.

Each Borrower and each Subsidiary of the Borrower has the power to own its assets and carries on its business in accordance with applicable law.

Legal capacity and authority

Binding obligations

Subject to the requirements for registration of the Finance Documents as specified in Clause 16.9 (Registration Requirements), each Finance Document to which the Borrower or its Subsidiary is party constitutes its legal, valid, binding and enforceable obligation.

Each Finance Document to which any of the Obligors is party is drawn up in a form that ensures that is can be enforced in the Russian Federation

Non-conflict

any applicable law;

its constitutional and other internal documents;

any decisions of its management bodies; and

any other documents or agreements that are binding on it.

Compliance with law

The business activities of each Borrower and each of its Subsidiaries are carried out in accordance with applicable law in all aspects viewed as materially significant by the Facility Administrator.

Each Borrower and each of its Subsidiaries has promptly submitted tax returns.

With respect to each Borrower and with respect to each Subsidiary of each Borrower:

there is no decision and (or) demand of a tax authority to pay Tax, which has not been executed within the period specified by such decision and (or) demand and (or) the applicable law; or

if the above decision and (or) demand of a tax authority is contested in court: there is no court decision that has come into legal force regarding the need to execute the above decision and (or) demand, which has not been executed within the period specified by such court decision and (or) the applicable law.

No Default

There neither is nor will be a Default as a result of the entry into or performance by each Borrower and each of its Subsidiaries of the Finance Documents or the transactions contemplated thereby; and

There are no other events or circumstances constituting default under any document that is binding on the Borrowers and each of their Subsidiaries or which imposes restrictions on the disposal of their property and which have or are reasonably likely to have a Material Adverse Effect.

Authorisations

Registration Requirements

notarisation of participatory interest pledges and making the relevant entry in the Unified State Register of Legal Entities of the Russian Federation;

registration of the relevant Security Agreements in accordance with the laws of the Republic of Cyprus in the Register of Companies;

registration of the relevant Security Agreements in accordance with the laws of the British Virgin Islands in the Register of Corporate Affairs.

Financial Statements

The most recent financial statements of the Group (and each member of the Group) provided to the Facility Administrator:

have been prepared in accordance with Applicable Reporting Standards; and

in all material respects reliably reflect its financial position (if applicable, on a consolidated basis) as of the date of their preparation,

From the date on which the financial statements indicated in paragraph (a) above were drawn up, there have not been any events that could have a Material Adverse Effect, and for the purposes of this paragraph, Material Adverse Effect is understood to mean in the opinion of the Majority Lenders a material adverse effect on:

the financial condition of the Group as a whole, in the event that the Group as a whole, as a result of the occurrence of such an event, incurs actual damage in an amount exceeding RUB 10,000,000 (or its equivalent in another currency);

the Obligors’ ability to perform their obligations under any Finance Document;

the validity or ranking of the security that is provided or should be provided under any Finance Document or its enforceability; or

the validity of the Finance Documents or the possibility of exercising the rights of the Finance Parties contemplated by each relevant Finance Document.

Court Proceedings

With the exception of the court, administrative, arbitrazh or arbitration proceedings disclosed by the Borrowers to the Facility Administrator in accordance with Clause 17.4 (Information: miscellaneous), no court, arbitration or administrative proceedings have been instituted against the Borrowers or their Subsidiaries, or are expected to be instituted against the Borrowers or their Subsidiaries as far as the Borrowers and their Subsidiaries are aware:

in which the claim or demand exceeds RUB 10,000,000 (or the equivalent of this amount in another currency);

within the framework of which decisions have been taken or are highly likely to be taken, as a result of which the actual damage to the Group will amount to over RUB 10,000,000 (or the equivalent of this amount in another currency); or

in the event not falling under subparagraphs (i) or (ii) above, as a result of which an unfavourable decision has been taken or is highly likely to be taken, that could have a Material Adverse Effect.

With the exception of the actions disclosed by the Borrowers to the Facility Administrator in accordance with Clause 17.4 (Information: miscellaneous), no investigative actions provided for by applicable law are being taken in respect of the Borrowers and each of their Subsidiaries, as a result of which unfavourable decisions have been taken or are highly likely to be taken, that could have a Material Adverse Effect.

Information

All factual information, which is material in the opinion of the Facility Administrator, provided by any Obligor to the Finance Parties in connection with the Finance Documents to which it is party, is true and accurate as of the date of its provision or (as the case may be) as of the date (if any) which is indicated as the date of its provision.

None of the Obligors has withheld information which, if disclosed, would result in any other information indicated in paragraph (a) above becoming materially untrue or misleading in the opinion of the Facility Administrator.

As of the date of this Agreement and on the first Utilisation Date from the date of provision of the information defined in paragraph (a) above, there were no circumstances that, if disclosed, would result in the provided information becoming untrue or misleading in the opinion of the Facility Administrator.

Ranking of Security

Granted loans

Charges and duties

fees for notarial acts in respect of the Security Agreements; and

charges and duties for registering the Security Agreements, including payment of stamp duty in respect of this Agreement and other relevant Security Agreements in Cyprus and the British Virgin Islands.

Regulated Procurements

Group Structure Chart

Times when representations made

The representations set forth in this Clause 16 are given by each Borrower as of the date of this Agreement.

Except when any representations must be provided on a specific date, all representations set forth in this Clause 16 shall be deemed to be repeated by the relevant Borrower as of the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period.

If the representations set forth in this Clause 16 are repeated, they shall apply to the circumstances existing at the time that they are repeated.

INFORMATION UNDERTAKINGS

Financial Statements

as soon as they are available, but in any case within 120 (one hundred and twenty) days from the end of each financial year: the audited consolidated financial statements of the Group for that financial year prepared in accordance with IFRS;

as soon as they are available, but in any case within 90 (ninety) days from the end of each financial half-year: the reviewed consolidated financial statements of the Group for that financial half-year prepared in accordance with IFRS;

as soon as they are available, but in any case within 60 (sixty) days from the end of each quarter of the relevant financial year: the management accounts of the Group for each quarter of the relevant financial year (including the report on financial results, balance sheet and cash flow statement) prepared in accordance with the Group’s management accounts policy; and

as soon as they are available, but in any case within 40 (forty) days from the end of each quarter of the relevant financial year: financial statements (including the profit and loss statements, balance sheet and cash flow statement) of Borrower 1 and Headhunter for such quarter of the relevant financial year prepared in accordance with RAS.

Compliance certificate

With each set of audited and reviewed consolidated financial statements, provided in accordance with paragraphs (a) or (b) of Clause 17.1 (Financial Statements), the Borrowers shall provide the Facility Administrator with the compliance certificate, along with the calculation proving that the Borrowers comply with the financial indicators based on such financial statements contained in Clause 18 (Financial Covenants) as of the date of preparation of such financial statements.

Compliance certificate on the basis of the statements prepared in accordance with IFRS must be in the form provided in Part 1 (Form of Compliance Certificate on the basis of IFRS) of Schedule 5 (Forms of Compliance Certificates), signed by authorised persons of the Borrowers and shall be reported on by the Borrowers’ Auditors in a form agreed by the Borrowers, the Facility Administrator and the Borrowers’ Auditors; furthermore, with respect to the compliance certificate as of 30 June 2016, the Parties agree that the calculation of indicators for the second half of 2015 will be made on the basis of the management accounts of the Group, reviewed by auditors based on the company accounting registers, while for the first half of 2016 it will be based on financial statements prepared in accordance with IFRS.

Compliance certificate on the basis of management accounts or statements prepared in accordance with RAS must be in the form provided in Part 2 (Form of Compliance Certificate on the basis of management accounts and RAS) of Schedule 5 (Forms of Compliance Certificates) and signed by an authorised person of Borrower 1.

Requirements for Financial Statements

a description of the changes to be made to the relevant financial statements to reflect the changes made to the accounting principles and reporting periods that were used in the preparation of the Original Financial Statements of the Group or such Obligor; and

information in a form and content that meets the requirements of the Facility Administrator and is sufficient to enable Lenders to verify that the Borrowers have met the requirements of Clause 18 (Financial Covenants) and to adequately assess the Obligor’s financial condition based on current financial statements compared to this Obligor’s Original Financial Statements.

Information: miscellaneous

at the same time as they are dispatched, copies of all documents dispatched by them to all their lenders, or in connection with circumstances that constitute a Material Adverse Effect, to all their members;

details of any court, arbitrazh, arbitration or administrative proceedings, as a result of which decisions have been taken or are highly likely to be taken, resulting in actual damage to the Group of:

over RUB 10,000,000 (or the equivalent of this amount in another currency), but less than 2.5 (two point five) percent of the Consolidated EBITDA: no later than 5 (five) Business Days following the end of the next calendar quarter;

over 2.5 (two point five) percent of the Consolidated EBITDA: promptly upon becoming aware of it, but no later than 5 (five) Business Days from the date they become aware of it;

promptly upon becoming aware of it, but no later than 5 (five) Business Days from the date they become aware of this: details of any investigative actions related to the Group or any member of the Group (including with respect to the executive or other management bodies of the Group or any member of the Group or any member of such a management body);

promptly upon becoming aware of it, but no later than 5 (five) Business Days after the entry into force of any changes to the Group Structure Chart as compared with the Group Structure Chart contained in Schedule 9 (Group Structure Chart), or if the updated Group Structure Chart was provided to the Facility Administrator after the date of Amendment Agreement No. 5, as compared with such updated Group Structure Chart: the current Group Structure Chart.

(without limiting Clause 25.2 (e) (Addresses)) promptly upon becoming aware of it, but no later than twenty (20) Business Days from the date it becomes aware of this or from the date of state registration (if applicable), depending on which of these events occurred later: notification regarding a change of location or postal address of the Borrower or any other Obligor; and

immediately upon request, but no later than 5 (five) days from the date of the request: such additional information regarding the finance position and business activities of any member of the Group that the Facility Administrator may require in the interests of any Finance Party.

Auditors

Group Structure Chart

Notification of Default

The Borrowers shall notify the Facility Administrator of any Default (and measures, if any, to remedy such Default) immediately after they become aware of this.

At the request of the Facility Administrator, the Borrowers shall provide the Facility Administrator with a statement signed by the sole executive body or an authorised representative of each Borrower certifying that the Default was remedied, or, if the Default is continuing, detailing the measures being taken to remedy it.

“Know your customer” checks

If as a result of:

any changes in any applicable law after the date of this Agreement;

changes in the legal form of any Borrower or the composition of its shareholders or members (owning more than two percent of the voting shares or participatory interests respectively after the date of this Agreement); or

the assignment or transfer by any Lender of all or part of its rights and obligations under this Agreement to a party that was not a Lender before such assignment or transfer, or the replacement of any other Finance Party in accordance with this Agreement, or other change of the Parties to the Agreement,

Each Finance Party shall provide the Facility Administrator with the information and documents required for the Facility Administrator to comply with the applicable “know your customer” checks.

Designated purpose of funds

Borrower 1 shall, no later than 5 (five) Business Days after making each of the relevant payments contemplated by Clause 3 (c) (Purpose), provide the Facility Administrator with copies of payment orders certified by Borrower 1 confirming that the Facility was used for its designated purpose.

▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ (▇▇▇) Business Days after the Utilisation Date of Tranche E, provide the Facility Administrator with copies of documents certified by Borrower 2 confirming that the Facility was used for its designated purpose in accordance with Clause 3 (c) (Purpose).

FINANCIAL COVENANTS

Interpretation

Unless otherwise contemplated by this Agreement, accounting terms used in this Clause 18 shall be interpreted in accordance with IFRS.

For the purpose of this Clause 18, any amount not denominated in Roubles shall be recorded in the rouble equivalent calculated on the basis of the exchange rates used by the Borrowers in their financial statements for the relevant reporting period, on the basis of which the financial indicators are calculated.

When making calculations in accordance with this Clause 18, no indicator can be taken into account more than once.

Unless otherwise contemplated by this Agreement, the indicators specified in this Clause 18 shall be checked in respect of each Relevant Period on the appropriate Test Date on the basis of:

for the Relevant Period ending on the last day of the Group’s financial year: the Group’s financial statements in accordance with IFRS (provided in accordance with Clause 17.1 (a) (Financial Statements)) for the relevant financial year; and

for the Relevant Period ending on the last day of the Group’s first financial half-year: the Group’s financial statements in accordance with IFRS (provided in accordance with Clause 17.1 (b) (Financial Statements)) for the previous two financial half-years.

Leverage

Test Date

Leverage

Interest Cover

Test Date

Interest Cover Value

Revenue in accordance with RAS

Additional Guarantees

less than 80 (eighty) percent of the Consolidated EBITDA; or

less than 80 (eighty) percent of the Group Revenue; or

less than 70 (seventy) percent of the Group Assets,

Cash Receipts

a reduction in Cash Receipts for the 4 (four) preceding financial quarters is no more than 10 (ten) percent compared with the Cash Receipts as per the management accounts of Headhunter FSU provided as part of the Original Financial Statements; and

a reduction in Cash Receipts amounts to no more than 5 (five) percent compared with the Cash Receipts determined as of the same date of the previous year, in accordance with the management accounts of Borrower 2, provided in accordance with Clause 17.1 (c) (Financial Statements).

Definitions

long-term tangible assets;

intangible assets (excluding goodwill)

Cash: and

Cash Equivalents.

an authorised body of such Subsidiary has taken a corporate decision (acceptable to the Facility Administrator) on the transfer of such Cash in favour of Borrower 1, Headhunter or Headhunter FSU;

such transfer of funds must take place no later than ninety (90) days from the Test Date;

the financial statements of such Subsidiary are consolidated with the financial statements of Borrower 1, Headhunter or Headhunter FSU in accordance with IFRS in the relevant period of time using the direct methods of consolidation; and

the applicable law does not prohibit the transfer of Cash by the relevant Subsidiary to the Holding Company as dividends or otherwise.

at the end of the financial year or financial half-year, in accordance with the Group’s financial statements for the relevant financial year or financial half-year (respectively), prepared in accordance with IFRS, provided to the Facility Administrator in accordance with Clause 17.1 (a) or (b) (Financial Statements); or

at the end of the first or third financial quarter, based on the relevant management accounts of the Group provided to the Facility Administrator in accordance with Clause 17.1 (c) (Financial Statements).

GENERAL UNDERTAKINGS

Authorisations and corporate approvals

Each Borrower shall, and shall procure that each of its Subsidiaries, duly receive, ensure the validity of, and comply with the conditions of, any authorisations, consents and corporate approvals required under any applicable law to fulfil its obligations under the Finance Documents to which it is party, and to ensure that the Finance Documents can be used as evidence in arbitration proceedings and in the courts of the Russian Federation, including arbitrazh courts.

Except for obtaining a license in the Republic of Azerbaijan to work with personal data, each Borrower shall, and shall procure that each of its Subsidiaries, duly receive the necessary state and municipal permits, consents, licenses and patents, as well as membership in self-regulatory organisations, required by any applicable law for the conduct of business activities of any member of the Group in the form in which it is conducted, as well as ensure their validity and comply with their conditions.

Negative Pledge

an Encumbrance in relation to assets (except those specified in paragraph (d) below, but without double counting), whose aggregate book value does not exceed 5 (five) percent of the Consolidated EBITDA at any time;

an Encumbrance arising under the Security Agreements;

any Encumbrance arising as required by law in the normal course of business; and

any Encumbrance in the form of a right to directly debit funds or a similar debiting right, if this results in the debiting of funds from such account in an amount of no more than 5 (five) percent of the Consolidated EBITDA.

Asset Disposal

the disposal of assets or property in the normal course of business;

the disposal of assets or property within the framework of restructuring in connection with the ownership of “▇▇▇▇▇▇▇▇▇▇.▇▇” LLP;

the disposal of assets or property of the Group’s members totalling an amount, at book or market value (depending on which amount is greater), obtained as a result of one or several transactions made during each successive 12 (twelve) months, not exceeding 5 (five) percent of the Consolidated EBITDA;

the disposal of shares or participatory interests in the charter capital of 100RABOT within the framework of 100RABOT Ownership Change;

the disposal of shares or participatory interests in the charter capital of a member of the Group that is not an Obligor, provided that after such disposal:

the Debt Ratio will not exceed 2.0: 1; and

after payment of the Distribution, the Debt Ratio will not increase compared to the Leverage as of the last Test Date.

prior to the disposal of the Group Member subject to Disposal, Borrower 1 shall send to the Facility Administrator a notification of the sale price of the Group Member subject to Disposal, indicating therein the amount of the Distribution, the amount intended to be used for the business activities of the member of the Group disposing of the Group Member subject to Disposal, and (or) the amount intended to be transferred for early repayment of the Facility Outstanding or part thereof in accordance with Clause 8.3 (Voluntary Early Repayment of Facility Outstanding);

no later than 5 (five) Business Days prior to the disposal of the Group Member subject to Disposal, Borrower 1 shall provide the Facility Administrator with a certificate confirming that all the conditions specified in paragraphs (i) and (ii) above have been met;

the sale of the Group Member subject to Disposal must be completed within 30 days from the date of the notification referred to in sub-paragraph (A) above, and in any case within the calendar quarter in which Borrower 1 sent to the Facility Administrator the documents referred to in sub-paragraphs (A) and (B) above; and

the sale of the Group Member subject to Disposal will not entail a breach of the obligations under Clause 18 (Financial Covenants).

For the purposes of paragraph (e) above, the following definitions have the following meaning:

Acquisition of assets

in the ordinary course of business;

within the framework of restructuring in connection with the ownership of “▇▇▇▇▇▇▇▇▇▇.▇▇” LLP;

within the framework of 100RABOT Ownership Change;

by a member of the Group for a total amount paid by such member of the Group, as a result of one or several asset acquisitions made during each successive 12 (twelve) months, not exceeding 7.5 (seven point five) percent of the Consolidated EBITDA; or

acquired using Permitted Financial Indebtedness.

Arm’s length basis

No Borrower shall enter into transactions with any persons except on arm’s length terms, and the Borrowers shall procure that none of their Subsidiaries enters into transactions with other persons except on arm’s length terms.

Paragraph (a) does not apply to transactions with Obligors.

Lending

Providing guarantees and sureties

The Borrowers shall not act as a guarantor or surety in respect of the obligations of any person without the prior written consent of the Facility Administrator, and shall procure that any of their Subsidiaries do not act as a guarantor or surety in respect of the obligations of any person without the prior written consent of the Facility Administrator.

The provisions of paragraph (a) above shall not apply:

when such guarantee or surety secures the performance of the obligations of another member of the Group:

created within the framework of Permitted Financial Indebtedness; or

the claims under such guarantee or surety are subordinated to the obligations of the Borrower under the Finance Documents in accordance with the Intercreditor Agreement,

to the Unlimited Guarantee in the cases under Clause 20 (Placement).

Financial Indebtedness

Restructuring and reduction of charter capital

Permitted Redemption;

the payments contemplated under clauses (c) and (d) of the definition of “Permitted Payments” in Clause 1.1 (Terms), in the form of a reduction of the share premium of Borrower 2 in connection with the distribution of these amounts to the shareholders of Borrower 2;

the reduction of the share premium of Borrower 2 by a total amount not exceeding the amount of the Facility Outstanding relating to Tranche C and Tranche D, in connection with the distribution of this amount to the shareholders of Borrower 2, contemplated by Clause 3 (c) (Purpose); and

the reduction of the share premium of Borrower 2 by a total amount not exceeding the amount of the Facility Outstanding relating to Tranche E, executed solely in connection with the distribution of this amount to the shareholders of Borrower 2, contemplated by Clause 3 (d) (i) (Purpose).

Issuing new shares or increasing charter capital

when a member of the Group purchases such issued shares or increases its participatory interest in the charter capital of its Subsidiary, provided that the existing shares or participatory interests in the charter capital of such Subsidiary are not pledged in favour of the Lenders in accordance with a Pledge;

contemplated by Clause 20 (Placement); and

an increase in the charter capital through a third party contribution executed within the framework of 100RABOT Ownership Change.

Making changes to Constitutional Documents

legal form;

name;

share issue procedure;

the amount of charter (share) capital;

solely in relation to Obligors registered and operating in accordance with the legislation of the Republic of Cyprus: the procedure for appointing a new director or secretary;

the procedure for transferring (disposing) shares (participatory interests);

dividend payment procedure;

the scope of rights and obligations granted to members (shareholders);

the procedure for pledging participatory interests (shares) or otherwise encumbering participatory interests (shares); and

the procedure and conditions for the withdrawal and exclusion of a member from the company.

Dividend payment and redemption of shares or participatory interests

Without the prior written consent of the Facility Administrator, the Borrowers shall not announce the payment of dividends or pay dividends, or redeem their participatory interests (unless required by applicable law), and shall procure that each Obligor does not announce the payment of dividends or pay dividends, or redeem its shares or participatory interests (unless required by applicable law), except for the following cases:

payments of distributable profit by any Obligor or a Group member to the Obligor;

a One-Time Payment for 2018, provided that:

before the date of the One-Time Payment for 2018 the Borrowers provided the Facility Administrator with a certificate signed by the Borrowers containing the calculation of the Leverage for the One-Time Payment for 2018, confirming that the Leverage for the One-Time Payment for 2018 will not exceed 3.5:1;

as a result of payment of the One-Time Payment for 2018, at least RUB 500,000,000 (five hundred million) or an equivalent amount in another currency will remain in the Obligors’ accounts;

within 5 (five) Business Days from the date of the One-Time Payment for 2018 the Facility Administrator will be provided with statements on Obligors’ accounts confirming a balance of at least RUB 500,000,000 (five hundred million) or an equivalent amount in another currency,