1. DEFINITIONS 4 2. SUBJECT OF THE AGREEMENT 20 3. PURPOSE 21 4. REQUIREMENTS TO THE BORROWER FOR RECEIPT OF THE CREDIT 21 5. PROVISION OF THE CREDIT 23 6. TERMINATION OF THE CREDITOR’S OBLIGATIONS 23 7. REPAYMENT OF THE CREDIT 24 8. EARLY REPAYMENT...Issue Agreement • April 2nd, 2018 • HeadHunter Group PLC • Services-help supply services
This Deed may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Deed.
LEASE AGREEMENT NO. 4480 between KALIBR OPEN JOINT STOCK COMPANY and HEADHUNTER LIMITED LIABILITY COMPANY MOSCOWLease Agreement • April 2nd, 2018 • HeadHunter Group PLC • Services-help supply services
SHAREHOLDERS’ AGREEMENT FOR HEADHUNTER GROUP PLC Dated as of May 13, 2019Shareholders’ Agreement • March 16th, 2020 • HeadHunter Group PLC • Services-help supply services • England and Wales
THIS SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of this 13th day of May 2019, is made by and among Highworld Investments Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“Highworld”) and ELQ Investors VIII Limited, a limited liability company organized under the laws of England and Wales (“ELQ VIII”); (collectively the “Shareholders” and each individually, the “Shareholder”). All signatories to this Agreement are collectively referred to as the “Parties” and individually as a “Party”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2020 • HeadHunter Group PLC • Services-help supply services • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of this 13th day of May 2019, by and among HeadHunter Group PLC, a Cyprus public limited company (the “Company”), and the persons identified on the signature pages hereto (collectively, the “Investors,” and each individually, the “Investor”).
LOAN AGREEMENTLoan Agreement • April 2nd, 2018 • HeadHunter Group PLC • Services-help supply services • England and Wales
ZEMENIK TRADING LIMITED, a company incorporated in Cyprus with registered number 332806, registered office is at Dositheou, 42, Strovolos, 2028, Nicosia, Cyprus, duly represented by its Directors Katerina Iosif and Panagiota Stylianou, acting under the Articles of Association (hereinafter referred to as the “Lender”), and
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT FOR HEADHUNTER GROUP PLC Dated as of June 1, 2021Shareholders’ Agreement • June 1st, 2021 • HeadHunter Group PLC • Services-help supply services • England and Wales
LOAN AGREEMENTLoan Agreement • April 2nd, 2018 • HeadHunter Group PLC • Services-help supply services • London
ZEMENIK TRADING LIMITED, a company incorporated in Cyprus with registered number 332806, registered office is at Dositheou, 42, Strovolos, 2028, Nicosia, Cyprus, duly represented by its Directors Katerina Iosif and Panagiota Stylianou , acting under the Articles of Association, and authorized to sign all documents on behalf of the Company, acting on the basis of the Articles of Association, (hereinafter referred to as the “Lender”)
HeadHunter Group PLC Ordinary Shares, in the form of American Depositary Shares Underwriting AgreementUnderwriting Agreement • April 25th, 2019 • HeadHunter Group PLC • Services-help supply services • New York
The shareholders named in Schedule II hereto (the “Selling Shareholders”) of HeadHunter Group PLC, a company incorporated under the laws of the Republic of Cyprus (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] ordinary shares of the Company (the “Firm Shares”) to be delivered in the form of [•] American Depositary Shares, each representing [•] of the Company’s ordinary shares, nominal value [•] per share (the “Firm ADSs”), and, at the election of the Underwriters, up to [•] additional ordinary shares of the Company (the “Optional Shares” and, together with the Firm Shares, the “Shares”) to be delivered in the form of [•] ADSs (the “Optional ADSs”). The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “ADSs.”
LOAN AGREEMENTLoan Agreement • December 12th, 2017 • Zemenik Trading LTD • Services-computer processing & data preparation • England and Wales
ZEMENIK TRADING LIMITED, a company incorporated in Cyprus with registered number 332806, registered office is at Dositheou, 42, Strovolos, 2028, Nicosia, Cyprus, duly represented by its Directors Katerina Iosif and Panagiota Stylianou, acting under the Articles of Association (hereinafter referred to as the “Lender”), and
Underwriting AgreementUnderwriting Agreement • July 16th, 2020 • HeadHunter Group PLC • Services-help supply services • New York
The shareholder named in Schedule II hereto (the “Selling Shareholder”) of HeadHunter Group PLC, a company incorporated under the laws of the Republic of Cyprus (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,000,000 ordinary shares of the Company (the “Firm Shares”) to be delivered in the form of 5,000,000 American Depositary Shares, each representing one of the Company’s ordinary shares, nominal value €0.002 per share (the “Firm ADSs”), and, at the election of the Underwriters, up to 750,000 additional ordinary shares of the Company (the “Optional Shares” and, together with the Firm Shares, the “Shares”) to be delivered in the form of 750,000 ADSs (the “Optional ADSs”). The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “ADSs.”
LOAN AGREEMENTLoan Agreement • April 2nd, 2018 • HeadHunter Group PLC • Services-help supply services • London
ZEMENIK TRADING LIMITED, a company incorporated in Cyprus with registered number 332806, registered office is at Dositheou, 42, Strovolos, 2028, Nicosia, Cyprus, duly represented by its Directors Katerina Iosif and Panagiota Stylianou , acting under the Articles of Association, and authorized to sign all documents on behalf of the Company, acting on the basis of the Articles of Association, (hereinafter referred to as the “Lender”)
LOAN AGREEMENTLoan Agreement • March 12th, 2018 • HeadHunter Group PLC • Services-help supply services • London
ZEMENIK TRADING LIMITED, a company incorporated in Cyprus with registered number 332806, registered office is at Dositheou, 42, Strovolos, 2028, Nicosia, Cyprus, duly represented by its Directors Katerina Iosif and Panagiota Stylianou , acting under the Articles of Association, and authorized to sign all documents on behalf of the Company, acting on the basis of the Articles of Association, (hereinafter referred to as the “Lender”)
LOAN AGREEMENTLoan Agreement • April 2nd, 2018 • HeadHunter Group PLC • Services-help supply services • England and Wales
ZEMENIK TRADING LIMITED, a company incorporated in Cyprus with registered number 332806, registered office is at Dositheou, 42, Strovolos, 2028, Nicosia, Cyprus, duly represented by its Directors Katerina Iosif and Panagiota Stylianou, acting under the Articles of Association (hereinafter referred to as the “Lender”), and
LOAN AGREEMENT’Loan Agreement • April 2nd, 2018 • HeadHunter Group PLC • Services-help supply services • London
ZEMENIK TRADING LIMITED, a company incorporated in Cyprus with registered number 332806, registered office is at Dositheou, 42, Strovolos, 2028, Nicosia, Cyprus, duly represented by its Directors Katerina Iosif and Panagiota Stylianou, acting under the Articles of Association, and authorized to sign all documents on behalf of the Company, acting on the basis of the Articles of Association, (hereinafter referred to as the “Lender”), and
SYNDICATED FACILITY AGREEMENTSyndicated Facility Agreement • April 27th, 2022 • HeadHunter Group PLC • Services-help supply services
1. Definitions 4 2. Subject matter of the Agreement 17 3. Purpose 18 4. Conditions Precedent 19 5. Granting of Facility 20 6. Termination of Lender’s obligations 20 7. Repayment of Facility 20 8. Early repayment and Cancellation of Facility 21 9. Interest 23 10. Interest Periods 24 11. Fees of Finance Parties 25 12. Taxes 25 13. Additional Costs 27 14. Other Indemnities 28 15. Mitigation by the Finance Parties 29 16. Representations 29 17. Information Undertakings 33 18. Financial Covenants 36 19. General Undertakings 39 20. Bank account obligations 47 21. Events of Default 47 22. Facility security 53 23. Changes to the Parties 55 24. Finance Parties 58 25. Payment mechanism 62 26. Notices 64 27. Severability 65 28. Amendment of Agreement 65 29. Confidentiality 66 30. Applicable Law 68 31. Dispute resolution 68 32. Counterparts 68 Schedule 1 The Parties, Available Сommitments and Security 69 Schedule 2 Conditions Precedent 71 Schedule 3 Form of Utilisation Request 76 Schedule 4 F
March 11, 2020 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...Syndicated Facility Agreement • March 16th, 2020 • HeadHunter Group PLC • Services-help supply services
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...Independent Guarantee Agreement • April 25th, 2019 • HeadHunter Group PLC • Services-help supply services
HeadHunter Group PLC Ordinary Shares, in the form of American Depositary Shares Underwriting AgreementUnderwriting Agreement • June 3rd, 2021 • HeadHunter Group PLC • Services-help supply services • New York
