**
Exhibit 2.5 

**DESCRIPTION OF THE REGISTRANT’S SECURITIES**

**REGISTERED PURSUANT TO SECTION 12 OF THE**

**SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**

As of December 31, 2019, HeadHunter Group PLC had one class of securities registered under Section 12 of the Securities Exchange Actof 1934, as amended (the “Exchange Act”): our ordinary shares. Our American Depositary Shares, or ADSs, are exempt from registration under Section 12(b) of the Exchange Act pursuant to Rule12a-8 thereunder. References herein to “we,” “us,” “our” and the “Company” refer to HeadHunter Group PLC and not to any of its subsidiaries. 

**Description of Share Capital and Articles of Association**

The following is a summary of certain provisions of our amended and restated memorandum and articles of association that we adopted in connection with ourinitial public offering (our “IPO”) and the Cyprus law insofar as they relate to the material terms of our ordinary shares. These summaries do not purport to be complete and are subject to, and are qualified in their entirety by referenceto, the provisions of our amended and restated memorandum and articles of association, which has been publicly filed with the Securities and Exchange Commission, and the Cyprus law. 

***Objects and Purposes***

Our objects are set forth infull in Regulation 3 of our amended and restated memorandum of association. 

***General***

There are no limitations on the rights to own our ordinary shares, including the rights of non-resident or foreignshareholders to hold or exercise voting rights on our ordinary shares under Cyprus Law or our amended and restated memorandum and articles of association. 

***Voting Rights***

Holders of our ADSs representingour ordinary shares are entitled to one vote per share. 

Every shareholder has: 

 
 • 
one vote for every ordinary share such shareholder holds on a show of hands; and 

 
 • 
one vote for every ordinary share such shareholder holds on a poll. 

Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by: 

 
 • 
the chairman of such meeting; 

 
 • 
at least three shareholders having the right to vote at the meeting present in person or by proxy;

 
 • 
one or more shareholders representing in aggregate at least 10% of the total voting rights of all shareholdershaving a right to vote at such meeting present in person or by proxy; or 

 
 • 
one or more shareholders, present in person or by proxy, holding shares in the Company conferring a right to voteat such meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth (1/10) of the total sum paid up on all the shares conferring that right. 

Each shareholder is entitled to attend general meetings, to address the meeting and to exercise any voting rights such shareholder may have. 

A corporate shareholder may, by resolution of its directors or other governing body, authorize a person to act as its representative at general meetings, andthat person may exercise the same powers as the corporate shareholder could exercise if it were an individual shareholder. No shareholder is entitled to vote at any general meeting unless all calls and other amounts payable by such shareholder inrespect of shares have been fully paid. 

Shareholders may attend meetings in person or be represented by proxy authorized in writing. 

The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing, or, if the appointer is acorporation, either under seal, or under the hand of an officer or attorney duly authorized. A proxy does not need to be a shareholder. 
**

The instrument appointing a proxy and the power of attorney or other authority, if any, under which it issigned, or a notarial certified copy of that power or authority, shall be deposited at our registered office or at such other place within Cyprus as is specified for that purpose in the notice convening the meeting at any time before the time forholding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, at any time before the time appointed for the taking of the poll, and in default the instrument of proxy shall not betreated as valid. 

We have not provided for cumulative voting for the election of directors. 

***Dividends***

We may only pay out dividends of theprofits as shown in our adopted annual IFRS accounts. Under Cyprus law, we are not allowed to make distributions if the distribution would reduce our net assets below the total sum of the issued share capital and the reserves that we must maintainunder Cyprus law and our amended and restated memorandum and articles of association. 

Interim dividends can only be paid if interim accounts are drawn upshowing that funds available for distribution are sufficient and the amount to be distributed may not exceed the total profits made since the end of the financial year for which the annual accounts have been drawn up, plus any profits transferredfrom the last financial year, and the withheld funds made of the reserves available for this purpose, minus any losses of the previous financial years and funds which must be put in reserve pursuant to the requirements of the law and our amended andrestated memorandum and articles of association. 

***Pre-emptive Rights***

Under the Cyprus Companies Law, each existing shareholder has a right of pre-emption to subscribe for any new shares tobe issued by the Company in cash in proportion to the aggregate number of such shares and/or other securities giving right to the purchase of shares in the Company or which are convertible into shares of the Company, of such shareholder, except thatthere are no obligatory pre-emption rights with respect to shares issued for non-cash consideration. 

Under our amended and restated memorandum and articles of association, we have to notify all shareholders in writing of the number of ordinary shares and/orother securities giving right to the purchase of shares in the Company or which are convertible into shares of the Company, which the shareholders are entitled to acquire and the time period within which the offer, if not accepted, shall be deemedto have been rejected. 

Each shareholder has no less than 14 calendar days following its receipt of the notice of the offer to notify us of its desire toexercise its pre-emption right on the same terms and conditions proposed in the notice. If all the shareholders do not fully exercise all their pre-emption rights, theboard of directors may decide to offer and sell the remaining shares to third parties on terms not more favorable than those indicated in the notice. 

Shareholders’ pre-emption rights may be waived by a resolution adopted by a majority of two-thirds of the votes corresponding either to the represented securities or to the represented issued share capital if less than half of the issued share capital is represented and a simple majority when at leasthalf of the issued share capital is represented. In connection with such waiver, the board of directors must present a written report indicating the reasons why the right of pre-emption should be waived andjustifying the proposed issue price. 

Our shareholders have authorized the disapplication of the right ofpre-emption set out above for a period of five years from the date of the completion of our IPO in connection with the issue of all newly issued ordinary shares, including, to the extent relevant, any ordinaryshares issued in the form of ADSs. 

***Variation of Rights***

Under the Cyprus Companies Law and our amended and restated memorandum and articles of association, generally any change to the amount of our share capital,the division of our share capital into additional classes, or any change to the rights attached to any class of shares must be approved by a separate vote of each class of shares affected by the change. Variation of class rights requires approval bya majority of two-thirds of the votes corresponding either to the represented securities or to the represented issued share capital if less than half of the issued share capital is represented and a simplemajority when at least half of the issued share capital is represented. Members voting against the variation of that class, who between them hold or represent 15% of the issued shares of that class, may apply to the court to set aside the variation.

***Alteration of Capital***

The following alterations to our share capital may be effected by approval of a majority of two-thirds of the votescorresponding either to the represented securities or to the represented issued share capital, if less than half of the issued share capital is represented, and by simple majority when at least half of the issued share capital is represented at ageneral meeting of our shareholders: 

 
 • 
an increase in our authorized share capital; 

 
 • 
the consolidation and division of any or all of our shares into shares representing a greater proportion of ourshare capital each; 

 
 • 
the subdivision of all or part of our shares; and 

 
 • 
the cancellation of any shares that have not been taken by any person at the date of the passing of theresolution. 

We may also, by special resolution of a general meeting of shareholders, reduce our share capital, any capital redemptionreserve account or any share premium account. Following the adoption of a special resolution for the reduction of capital, a company must apply to the Cypriot court for ratification of such special resolution. The Cypriot court takes into accountthe position of the creditors of the company in deciding whether to ratify the resolution. Once the court ratifies the resolution, the court order, together with the special resolution, are filed with the Cyprus Registrar of Companies. 

***Issuance of Shares***

Our amended and restatedmemorandum and articles of association provide for a possibility to issue multiple classes of shares and the share capital of the Company may be divided into multiple classes of shares. The general meeting may, pursuant to our amended and restatedmemorandum and articles of association, grant authority to the board of directors to issue and allot new shares out of the authorized but unissued share capital of the Company for a period of a maximum of five years subject to any pre-emption rights in our amended and restated memorandum and articles of association. Such power may be renewed one or more times by the general meeting for a period of time of a maximum of five years each time.

***Buyback of Shares***

The Company may, subjectto certain statutory requirements, terms and conditions, buy back shares in its issued share capital not exceeding 10% in nominal value of the entire issued share capital of the Company. It is noted that the relevant provisions regarding the buybackof shares under Cyprus Companies Law are vague and unclear in some respects, and their practical implication is unclear and could prevent a buyback. As the Cyprus Companies Law is drafted, these relevant provisions only apply to shares and do notclearly apply to ADSs and, therefore, there is a strong argument that the Company cannot buy back the ADSs. 

***Resolutions***

Cyprus Companies Law names three types of resolutions that may be submitted to a shareholder vote: ordinary resolutions, extraordinary resolutions and specialresolutions. 

There is no definition of ordinary resolution in the Cyprus Companies Law. An ordinary resolution must be approved by a majority vote ofshareholders having voting rights present at the meeting, voting in person or through a proxy, and the company must provide at least 14 days’ advance notice of such meeting to shareholders. 

The Cyprus Companies Law defines extraordinary resolutions and special resolutions. An extraordinary resolution must be approved by at least 75% ofshareholders having voting rights present at the meeting, voting in person or through a proxy, of which advance notice of at least 14 days has been duly given, and specifies the intention to propose the resolution as an extraordinary resolution. Aspecial resolution must be approved by at least 75% of shareholders having voting rights present at the meeting, voting in person or through a proxy, and the company must provide at least 21 days’ advance notice of such meeting to shareholders.

A special resolution is required, among other things, to amend our amended and restated memorandum and articles of association, to change the name of theCompany, to reduce Company’s share capital and to amend the objects of the Company. 

Certain resolutions, such as a resolution waiving pre-emption rights in respect of a new issuance of shares for cash consideration or a resolution altering our share capital, require a majority of two-thirds of the votescorresponding either to the represented securities or to the represented issued share capital if less than half of the issued share capital is represented and a simple majority when at least half of the issued share capital is represented. 

The Cyprus Companies Law provides for the approval of certain matters requiring the 75% vote of ourshareholders, including, but not limited to, the following matters: 

 
 • 
amendments to the memorandum of association (such resolution also requires confirmation by the court);

 
 • 
changes to the company’s name; 

 
 • 
amendments to the company’s articles of association; 

 
 • 
the purchase of the company’s own shares; and 

 
 • 
the reduction of the company’s capital (such resolution also requires confirmation by the court).

***Meetings of Shareholders***

We are required to hold an annual general meeting of shareholders each year on such day and at such place as the directors may determine. The directors may,whenever they think fit, decide to convene an extraordinary general meeting. Under the Cyprus Companies Law, extraordinary general meetings can also be convened by the request of shareholders holding, at the date of the deposit of the requisition,at least 10% of such of the paid in capital of the company as at the date of the deposit carries the right of voting at general meetings of the company. 

Annual general meetings and meetings where a special resolution will be proposed can be convened by the board of directors by issuing a notice in writingspecifying the matters to be discussed at least 21 days prior to the meeting. All other general meetings may be convened by the board of directors by issuing a written notice at least 14 days prior to the meeting. Meetings may be called by shorternotice and shall be deemed to have been duly called if it is so agreed: 

 
 • 
in the case of an annual general meeting, by all the shareholders entitled to attend and vote; and

 
 • 
in the case of any other meeting, by shareholders representing a majority in number of the shareholders entitledto attend and vote at the meeting and that hold at least 95% in nominal value of the shares entitled to vote at the meeting. 

Pursuantto our amended and restated memorandum and articles of association, we may give notice to a shareholder either personally or by sending it by post, email, fax to the intended recipient or to such shareholder’s registered address. Where a noticeis sent by post, service of the notice shall be deemed effected provided that it has been properly mailed, addressed, and posted, at the expiration of 24 hours after the same is posted. Where a notice is sent by fax or electronic mail, service ofthe notice shall be deemed to be effected as soon as it is sent, provided, in the event of email, there is no notification of non-receipt, and in the event of fax, there will be the relevant transmissionconfirmation. 

We may give notice to the joint shareholders of a share by giving the notice to the joint shareholder first named in the register ofmembers in respect of the share. We may give notice to the persons entitled to a share in consequence of the death or bankruptcy of a shareholder by sending it through the post in a prepaid letter addressed to them by name or by the title ofrepresentative of the deceased or trustee of the bankrupt, or by any like descriptions, at the address, if any, supplied for the purpose by the persons claiming to be so entitled or (until such an address has been so supplied) by giving the noticein any manner in which the same might have been given if the death or bankruptcy had not occurred. 

Notice of every general meeting shall be given in anymanner described above to: 

 
 • 
every shareholder except those shareholders who have not supplied us a registered address for the giving ofnotices to them; 

 
 • 
every person upon whom the ownership of a share devolves by reason of his being a legal personal representativeor a trustee in bankruptcy would be entitled to receive notice of the meeting; and 

 
 • 
our auditor. 

No other person shall be entitled to receive notices of general meetings. 

The quorum for a general meeting will consist of at least three shareholders, present in person or by proxy. If within half an hour from the time appointedfor the meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved; in any other case, it shall stand adjourned to the same day of the next week, at the same time

and place or on such other day and at such other time and place as the board of directors may determine, and, if at the adjourned meeting a quorum is not present within half an hour from the timeappointed for the meeting, the shareholders present in person or by proxy and entitled to vote, shall constitute a quorum. 

Subject to the provisions ofthe Cyprus Companies Law, a resolution in writing signed by all the shareholders entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorized representatives) shall be as valid andeffective as if the same had been passed at a general meeting duly convened and held. 

***Inspection of Books and Records***

Under the Cyprus Companies Law and our amended and restated memorandum and articles of association, our directors are required to cause our accounting books tobe properly maintained with respect to: 

 
 • 
all sums of money received and expended by us and the matters in respect of which the receipt and expendituretakes place; 

 
 • 
all sales and purchases of goods by us; and 

 
 • 
our assets and liabilities. 

Proper books shall not be deemed to be kept if such books of account are unable to give a true and fair view of our affairs and to explain our transactions.

No shareholder (other than a shareholder who is also a director) will have any right of inspecting any of our accounts or books or documents except asconferred by statute or authorized by the directors or by our shareholders in general meeting. 

According to the Cyprus Companies Law, every company shallkeep at its registered office a register of directors and secretary, a register of its members, a register of debentures and a register of charges and mortgages. These registers shall, except when these are duly closed, be open to the inspection ofany shareholder without any charge during business hours (subject to such reasonable restrictions as the company may by its articles of association or in general meeting impose, so that not less than two hours in each day are allowed forinspection). 

The books containing the minutes of proceedings of any general meeting of a company shall be kept at the registered office of the companyand shall during business hours be open to the inspection of any shareholder without charge (subject to such reasonable restrictions as the company may by its articles of association or in general meeting impose, so that not less than two hours ineach day are allowed for inspection). 

Furthermore, any shareholder and any holder of debentures of a company are entitled to be furnished on demand,without charge, a copy of every balance sheet of the company, including every document required by law to be annexed thereto, together with a copy of the auditors’ report on the balance sheet. 

***Board of Directors***

*Appointment of Directors*

Our amended and restated memorandum and articles of association state that we must have nine directors. 

Our amended and restated articles of association provide that at any time when the aggregate ownership percentage of Highworld Investments Limited and ELQInvestors VIII Limited (together, the “Principal Shareholders”) is equal to or greater than 35%, the Principal Shareholders will have the right to nominate, appoint, remove and substitute five directors in the aggregate (the “FiveDirector Nominees”), such number to be allocated based on the Principal Shareholders’ respective ownership percentages: 

 
 • 
If the Principal Shareholders’ ownership percentages are not equal to one another, Highworld InvestmentsLimited will have the right to nominate, appoint, remove and substitute the number of directors equal to (a) the number of shares that Highworld Investments Limited owns, divided by the aggregate ownership percentage of the PrincipalShareholders multiplied by (b) five (rounded to the nearest whole number), and ELQ Investors VIII Limited will have the right to nominate, appoint, remove and substitute the remaining directors of the Five Director Nominees.

 
 • 
If the Principal Shareholders’ ownership percentages are equal to one another, Highworld Investments Limitedwill have the right to nominate, appoint, remove and substitute three directors, and ELQ Investors VIII Limited will have the right to nominate, appoint, remove and substitute two directors. 

In addition, our amended and restated memorandum and articles of association and the Shareholders’Agreement entered into by us and the Principal Shareholders on May 13, 2019 provide that, notwithstanding anything provided in the provisions relating to the Five Director Nominees: (a) at any time when Highworld Investments Limited’sownership percentage is equal to or greater than 7%, Highworld Investments Limited will always have the right to nominate, appoint, remove and substitute one director, who will be the chairman of the board, and (b) at any time when ELQInvestors VIII Limited’s ownership percentage is equal to or greater than 7%, ELQ Investors VIII Limited will always have the right to nominate, appoint, remove and substitute one director. 

Each of Highworld Investments Limited and ELQ Investors VIII Limited has a right to appoint up to two board observers. Observers have the express right toreceive all information provided to the board and to share it with the relevant appointing shareholder, subject to duties of confidentiality. Under our amended and restated memorandum and articles of association, each of Highworld InvestmentsLimited and ELQ Investors VIII Limited’s right to appoint an observer will terminate upon its ownership falling below 7%. 

The continuing directorsmay act notwithstanding any vacancy, but, if and so long as their number is reduced below the number fixed by our amended and restated memorandum and articles of association as the necessary quorum for a board meeting, the continuing directors mayact for the purpose of increasing the number of directors to that number, or of summoning a general meeting but for no other purpose. 

Our board ofdirectors shall have power at any time to appoint any person to be a director, either to fill a vacancy or as an addition to the existing directors, but the total number of directors shall not at any time exceed the number fixed in accordance withthe amended and restated memorandum and articles of association. Any director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible forre-election.

So long as Highworld Investments Limited’s shareholding remaining above 7%, HighworldInvestments Limited will have a right to elect the chairman of the board of directors, who will not have a tie-breaking vote. 

*Removal of Directors*

Under Cyprus law, notwithstandingany provision in our amended and restated memorandum and articles of association, a director may be removed by an ordinary resolution of the general shareholders’ meeting, which must be convened with at least 28 days’ notice. Subject tospecial rights granted to the Principal Shareholders to appoint directors, the Company may, by ordinary resolution, of which special notice has been given in accordance with section 136 of the Cyprus Companies Law, remove any director before theexpiration of his period of office notwithstanding anything in the amended and restated memorandum and articles of association or in any agreement between the Company and such director. Such removal shall be without prejudice to any claim suchdirector may have for damages for breach of any contract of service between him and the Company. The office of any of the directors shall be vacated or shall be precluded from being elected if the relevant person becomes, among other things,(a) bankrupt or makes any arrangements or composition with his or her creditors generally, or (b) permanently incapable or performing his or her duties due to mental or physical illness or due to his or her death. 

Highworld Investments Limited and ELQ Investors VIII Limited have a right to remove and replace their respective nominated directors at any time. 

*Powers of the Board of Directors*

Our board of directorshas been granted authority to manage our business affairs and may exercise all such powers of the Company as are not, by law or by our amended and restated memorandum and articles of association, required to be exercised by the Company in a generalmeeting. 

*Proceedings of the Board of Directors*

Ourboard of directors may meet, adjourn, and otherwise regulate its meetings as it thinks fit, and questions arising at any meeting shall be decided by a simple majority of votes present at the meeting. Any director may, and the secretary at therequest of a director shall, at any time, summon a meeting of the board. It shall be necessary to give at least a 96 hour notice of a meeting of the board to each director. A meeting may be held by telephone or other means whereby all personspresent may at the same time hear and be heard by everybody else present, and persons who participate in this way shall be considered present at the meeting. In such case, the meeting shall be deemed to be held where the secretary of the meeting islocated. 

The quorum necessary for the transaction of the business by our board of directors, shall be determined bythe board of directors, and in case it is not so determined, then at least half of the total number of directors attending a meeting in person or by an alternate shall form a quorum. 

A resolution at a duly constituted meeting of our board of directors is approved by a simple majority of votes of all the directors, unless a higher majorityis required on a particular matter. The chairman does not have a second or casting vote in case of a tie. A resolution consented to in writing will be as valid as if it had been passed at a meeting of our board of directors when signed by all thedirectors and must be approved and executed by all the directors. 

***Interested Directors***

A director who is in any way directly or indirectly interested in a contract or proposed contract with us shall declare the nature of his interest at a meetingof the directors in accordance with the Cyprus Companies Law. Directors who have an interest in any contract or arrangement shall not have the right to vote (and shall not be counted in the quorum). 

***Notification of Shareholdings by Directors and Substantial Shareholders***

There is no requirement under our amended and restated memorandum and articles of association or the Cyprus Companies Law for the notification of shareholdingsby our directors and substantial shareholders. As none of our securities are listed on a regulated market in Cyprus or the European Union, there are no notification requirements under relevant Cyprus and European Union legislation. 

***Applicability of Cyprus Takeover Law and European Union Takeover Directive***

*Mandatory Offer Requirements*

As none of our securitiesare listed on a regulated market in Cyprus or the European Union, neither the Cyprus Takeover Law nor the European Union’s Takeover Directive apply to purchases of our shares. Our amended and restated memorandum and articles of associationcontain a mandatory tender offer provision that requires a third party acquiror that acquires, together with parties acting in concert, 30% or 50% or more of the voting rights in our shares, either in the form of shares or ADSs, to make a tenderoffer to all of our other shareholders and ADS holders at the highest price paid for shares in the Company by that third party (or parties acting in concert) in the preceding 12 months. However, the provision does not apply to any of our existingshareholders or their affiliates as of the date of the adoption of our amended and restated memorandum and articles of association, which means such shareholders (including Highworld Investments Limited and ELQ Investors VIII Limited, and theirrespective affiliates) can individually or collectively go below 30% or 50% of the voting power and subsequently acquire more than 30% or 50% of the voting power without making a tender offer. 

For the purposes of these requirements, a person who has acquired or acquires an interest in ADSs shall be taken to have acquired an interest in theunderlying shares. 

*Relevant Provisions of Cypriot Law*

The liability of our shareholders is limited. Under the Cyprus Companies Law, a shareholder of a company is not personally liable for the acts of the company,except that a shareholder may become personally liable by reason of his or her own acts. 

As of the date of our Annual Report on Form 20-F for the year ended December 31, 2019, Cypriot law does not contain any requirement for a mandatory offer to be made by a person acquiring shares or depositary receipts of a Cypriot company even if such anacquisition confers on such person control over such company if neither the shares nor depositary receipts are listed on a regulated market in the EEA. Neither our shares nor depositary receipts are listed on a regulated market in the EEA. 

The Cyprus Companies Law contains provisions in respect of squeeze-out rights. The effect of these provisions is that,where a company makes a takeover bid for all the shares or for the whole of any class of shares of another company, and the offer is accepted by the holders of 90% of the shares concerned, the offeror can upon the same terms acquire the shares of

shareholders who have not accepted the offer, unless such persons can persuade the Cypriot courts not to permit the acquisition. If the offeror company already holds more than 10% of the value ofthe shares concerned, additional requirements need to be met before the minority can be squeezed out. If the company making the takeover bid acquires sufficient shares to aggregate, together with those it already holds, more than 90%, then withinone month of the date of the transfer which gives the 90%, it must give notice of the fact to the remaining shareholders and such shareholders may, within three months of the notice, require the bidder to acquire their shares and the bidder shall bebound to do so upon the same terms as in the offer or as may be agreed between them or upon such terms as the court may order. 

***Material Differencesin Cyprus Law and our Amended and Restated Memorandum and Articles of Association and Delaware Law***

 
   **Cyprus Law**  **Delaware Law****General Meetings**  
We are required to hold an annual general meeting of shareholders each year on such day and at such place as the directors may determine.The directors may, whenever they think fit, decide to convene an extraordinary general meeting.

 

Extraordinary general meetings may be convened at the request of the shareholders holding at the date of the deposit of the request at least 10% of such of thepaid up share capital of the company as at the date of the deposit carries the right of voting at general meetings of the company and if the company fails to call a meeting within 21 days from the date of the request, the requestors (or any of themrepresenting more than 50% of the total voting rights of all of them) may themselves convene a meeting but any meeting so convened shall not be held after the expiration of three months from the said date. If the company fails to hold its annualgeneral meeting, it may be subject to fines and it may be ordered to hold a meeting by the Council of Ministers.
  Annual shareholder meetings are typically held at such time or place as designated in the certificate of incorporation or the bylaws. A special meeting of shareholders may be called by the board of directors or by any other personauthorized in the certificate of incorporation or bylaws. The meeting may be held inside or outside Delaware. Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state theplace, if any, date and hour of the meeting, and the means of remote communication, if any.**Quorum Requirements for General Meetings**  The Cyprus Companies Law provides that a quorum at a general meeting of shareholders may be fixed by the articles of association, otherwise a quorum consists of three members. Our amended and restated memorandum and articles ofassociation provide that a quorum required for any general meeting consists of three shareholders, present in person or by proxy.  The certificate of incorporation or bylaws may specify the number to constitute a quorum, but in no event shall a quorum consist of less than one third of the shares entitled to vote at the meeting. In the absence of suchspecification, the majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders.**Removal of Directors**  
Under the Cyprus Companies Law, any director may be removed by an ordinary resolution, provided by a special notice of 28 days prior to thegeneral meeting of the shareholders at which the request was given. The director concerned must receive a copy of the notice of the intended resolution and that director is entitled to be heard on the resolution at the meeting.

 
  Under the Delaware General Corporation Law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except(a) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board is classified, shareholders may affect such removal only for cause, or (b) in the case of a corporation having cumulative voting, ifless than the entire board is to be removed, no
  
The director concerned may make representations either orally or in writing to the company, not exceeding reasonable length, and require thatthe shareholders of the company be notified of such representations, either via advance notice or at the shareholders’ meeting, unless a court in Cyprus determines that such rights are being abused to secure needless publicity for a defamatorymatter.

 

Such removal shall be without prejudice to any claim such director may havefor damages for breach of any contract of service between him and the company.
  director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at anelection of the class of directors of which he is a part.**Directors’ Fiduciary Duties**  
Under Cyprus law, the directors of a company have certain duties towards the company and its shareholders. These duties consist of statutoryduties and common law duties.

 

Statutory duties under the Cyprus Companies Lawinclude, among others, the duty to cause the preparation of the financial accounts in accordance with IAS and the disclosure of directors’ salaries and pensions in the company’s accounts or in a statement annexed thereto.

 

In general, the directors of a Cyprus company owe a duty to manage the company inaccordance with the provisions of applicable law and within the regulations of the memorandum and articles of association of the company, and failure to do so will lead to the directors being liable for breach of their fiduciary duties. In addition,directors must disclose any interests that they may have. They have a statutory duty to avoid any conflict of interest. This duty is imposed on those directors who are either directly or indirectly interested in a contract or proposed contract withthe company. Failure to reveal the nature of their interest at a board meeting would result in the imposition of a fine and, potentially, can also cause a relevant resolution to be invalid and make a relevant director liable to the company forbreach of duty.

 

Directors also have a duty to conduct the affairs of the company ina manner that is not oppressive to some part of the members.

 

In addition, accordingto common law, directors must act in accordance with their duty of good faith and in the best interests of the company. They must exercise their powers for the particular purposes of which they were conferred and not for an extraneous purpose (for aproper purpose), and must display a reasonable degree of skill that may be expected from a person of his knowledge and experience.
  
Directors have a duty of care and a duty of loyalty to the corporation and its shareholders. The duty of care requires that a director act ingood faith, with the care of a prudent person, and in the best interest of the corporation. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation.

 

Directors and officers must refrain from self-dealing, usurping corporate opportunitiesand receiving improper personal benefits, and ensure that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director or officer and not shared by the shareholders generally. Contracts ortransactions in which one or more of the corporation’s directors has an interest are allowed assuming (a) the shareholders or the board of directors must approve in good faith any such contract or transaction after full disclosure of thematerial facts or (b) the contract or transaction must have been “fair” as to the corporation at the time it was approved.

 

Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in thetransaction.

**Cumulative Voting**  The company’s articles of association can contain provisions in relation to cumulative voting. Our amended and restated memorandum and articles of association do not contain provision on cumulative voting.  Cumulative voting is not permitted unless explicitly allowed in the certificate of incorporation.**Shareholder Action by Written Consent**  According to our amended and restated memorandum and articles of association, a resolution in writing signed by all the shareholders then entitled to receive notice of, attend and vote at general meetings shall be as valid andeffective as if the same had been passed at a general meeting of the company duly convened and held.  Although permitted by Delaware law, publicly listed companies do not typically permit shareholders of a corporation to take action by written consent.**Business Combinations**  
The Cyprus Companies Law provides for schemes of arrangement, which are arrangements or compromises between a company and any class ofshareholder or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers.

Under Cyprus Companies Law,arrangements and reconstructions, require:

 

•  the approval at a shareholders’ or creditors’ meeting convened by order of the court,representing a majority in value of the creditors or class of creditors or in number of votes of members or class of members, as the case may be, present and voting either in person or by proxy at the meeting; and

 

•  the approval of thecourt.

 

The Cyprus Companies Law allows for the merger of public companies asfollows: (a) merger by absorption of one or more public companies by another public company; (b) merger of public companies by way of incorporation of a new public company; and (c) fragmentation of public companies meaning(i) fragmentation by way of absorption and (ii) fragmentation by way of incorporation of new companies. These transactions require, inter alia (and subject to requirements of other sections of the Cyprus Companies Law):

 

•  a majority in value of thecreditors or class of creditors or in number of votes members or class of members, as the case may be, present and voting either in person or by proxy at the meeting;

 

•  the directors of the companies to enter into and to approve a written reorganization or divisionplan, as applicable;

 

•  thedirectors of the companies to prepare a written report explaining the terms of the transaction; and

 

•  the approval of the court.
  
Under the Delaware General Corporation Law, the vote of a majority of the outstanding shares of capital stock entitled to vote thereongenerally is necessary to approve a merger or consolidation or the sale of all or substantially all of the assets of a corporation. The Delaware General Corporation Law permits a corporation to include in its certificate of incorporation a provisionrequiring for any corporate action the vote of a larger portion of the stock or of any class or series of stock than would otherwise be required.

 

Under the Delaware General Corporation Law, no vote of the shareholders of a surviving corporation to a merger is needed, however, unless required by thecertificate of incorporation, if (a) the agreement of merger does not amend in any respect the certificate of incorporation of the surviving corporation, (b) the shares of stock of the surviving corporation are not changed in the mergerand (c) the number of shares of common stock of the surviving corporation into which any other shares, securities or obligations to be issued in the merger may be converted does not exceed 20% of the surviving corporation’s common stockoutstanding immediately prior to the effective date of the merger. In addition, shareholders may not be entitled to vote in certain mergers with other corporations that own 90% or more of the outstanding shares of each class of stock of suchcorporation, but the shareholders will be entitled to appraisal rights.

  The Cyprus Companies Law provides for the cross border merger between Cyprus companies and companies registered in another European Union jurisdiction  **Interested Shareholders**  There are no equivalent provisions under the Cyprus Companies Law relating to transactions with interested shareholders. However, such transactions must be in the corporate interest of the company.  
Section 203 of the Delaware General Corporation Law provides (in general) that a corporation may not engage in a business combinationwith an interested stockholder for a period of three years after the time of the transaction in which the person became an interested stockholder. The prohibition on business combinations with interested stockholders does not apply in some cases,including if: (a) the board of directors of the corporation, prior to the time of the transaction in which the person became an interested stockholder, approves (i) the business combination or (ii) the transaction in which thestockholder becomes an interested stockholder; (b) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporationoutstanding at the time the transaction commenced; or (c) the board of directors and the holders of at least two-thirds of the outstanding voting stock not owned by the interested stockholderapprove the business combination on or after the time of the transaction in which the person became an interested stockholder.

 

For the purpose of Section 203, the Delaware General Corporation Law, subject to specified exceptions, generally defines an interested stockholder toinclude any person who, together with that person’s affiliates or associates, (a) owns 15% or more of the outstanding voting stock of the corporation (including any rights to acquire stock pursuant to an option, warrant, agreement,arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or (b) is an affiliate or associate of the corporation and owned 15% or more of theoutstanding voting stock of the corporation at any time within the previous three years.
**Limitations on Personal Liability of Directors**  Under the Cyprus Companies Law, a director who vacates office remains liable, subject to applicable limitation periods, under any provisions of the Cyprus Companies Law that impose liabilities on a director in respect of any acts oromissions or decisions made while that person was a director.  Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach offiduciary
    duty as a director. However, no provision can limit the liability of a director for (a) any breach of the director’s duty of loyalty to the corporation or its stockholders; (b) acts or omissions not in good faith orthat involve intentional misconduct or a knowing violation of law; (c) intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or (d) any transaction from which the director derives an improper personalbenefit.**Indemnification of Directors and Officers**  Under the Cyprus Companies Law, a director shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceeding, whether civil or criminal, in which judgment is given in his favoror in which he is acquitted or under a court application under which relief is granted to him by the court.  
Under Delaware law, subject to specified limitations in the case of derivative suits brought by a corporation’s shareholders in itsname, a corporation may indemnify any person who is made a party to any third party action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in suchcapacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connectionwith the action, suit or proceeding through, among other things, a majority vote of directors who were not parties to the suit or proceeding (even though less than a quorum), if the person:

 

•  acted in good faith and in amanner he or she reasonably believed to be in or not opposed to the best interests of the corporation or, in some circumstances, at least not opposed to its best interests; and

 

•  in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

 

Delaware law permits indemnification by a corporation under similar circumstances forexpenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue ormatter as to which the person is adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled toindemnity for the expenses which the court deems to be proper.

 

To the extent adirector, officer, employee or agent is successful in the defense of such an action, suit or proceeding, the corporation is

    required by Delaware law to indemnify such person for reasonable expenses incurred thereby. Expenses (including attorneys’ fees) incurred by such persons in defending any action, suit or proceeding may be paid in advance of thefinal disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of that person to repay the amount if it is ultimately determined that that person is not entitled to be so indemnified.**Appraisal Rights**  There is no general concept of appraisal rights under the Cyprus Companies Law, although there are instances when a shareholder’s shares may have to be acquired by another shareholder at a price ordered by the court. One suchexample is where a shareholder complains of oppression.  The Delaware General Corporation Law provides for shareholder appraisal rights, or the right to demand payment in cash of the judicially determined fair value of the shareholder’s shares, in connection with certain mergers andconsolidations.**Shareholder Suits**  Under Cyprus law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management.Notwithstanding this general position, Cyprus law provides that a court may, in a limited set of circumstances, allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company).  Under the Delaware General Corporation Law, a shareholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himselfand other similarly situated shareholders where the requirements for maintaining a class action under Delaware law have been met. A person may institute and maintain such a suit only if that person was a shareholder at the time of the transactionwhich is the subject of the suit. In addition, under Delaware case law, the plaintiff normally must be a shareholder at the time of the transaction that is the subject of the suit and throughout the duration of the derivative suit. Delaware law alsorequires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff in court, unless such a demand would be futile.**Inspection of Books and Records**  A shareholder and any holder of debentures of a company are entitled to be furnished on demand, without charge, with a copy of the last balance sheet of the company, including every document required by law to be annexed thereto,together with a copy of the auditors’ report on the balance sheet.  Under the Delaware General Corporation Law, any shareholder may inspect, for any proper purpose, certain of the corporation’s books and records during the corporation’s usual hours of business.**Amendment of Governing Documents**  
Under the Cyprus Companies Law, a company may alter the objects contained in its memorandum by a special resolution of the shareholders ofthe company (approved by 75% of those present and voting) and the alteration shall not take effect until, and except in so far as, it is confirmed on petition by a court in Cyprus.

 

The articles of association of a company may be altered or additions may be made to itby special resolution of the shareholders of the company.
  Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding sharesentitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board ofdirectors.
**Dividends and Repurchases**  
Under Cyprus law, a company is not allowed to make distributions if the distribution would reduce its net assets below the total sum of theissued share capital and the reserves that it must maintain under Cyprus law and its memorandum and articles of association. Dividends may be declared at a general meeting of shareholders, but no dividend may exceed the amount recommended by thedirectors. In addition, the directors may on their own declare and pay interim dividends.

 

No distribution of dividends may be made when, on the closing date of the last financial year, the net assets, as set out in the company’s annual accountsare, or following such a distribution would become lower than the amount of the issued share capital and those reserves which may not be

 

distributed under law or the company’s memorandum and articles of association.

 

Interim dividends can only be paid if interim accounts are drawn up showing that funds available for distribution are sufficient and the amount to bedistributed may not exceed the total profits made since the end of the last financial year for which the annual accounts have been drawn up, plus any profits transferred from the last financial year and the withheld funds made of the reservesavailable for this purpose, minus any losses of the previous financial years and funds which must be put in reserve pursuant to the requirements of the law and the company’s memorandum and articles of association.

 

In general, a public company may acquire its own shares either directly, through asubsidiary or through a person acting in its name but for the account of the company, provided that the articles of association of the company allow this and as long as the conditions of the Cyprus Companies Law are met. These conditions include,inter alia, the following:

 

•  shareholder approval via special resolution (valid for 12 months from such resolution);

 

•  the total nominal value ofshares acquired by the company, including shares previously acquired and held by the company, may not exceed 10% of the company’s issued capital;

 

•  the company must pay for shares repurchased out of the realizedand non-distributable profits; and 
  Under the Delaware General Corporation Law, a Delaware corporation may pay dividends out of its surplus (the excess of net assets over capital), or in case there is no surplus, out of its net profits for the fiscal year in which thedividend is declared and/or the preceding fiscal year (provided that the amount of the capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preferenceupon the distribution of assets). In determining the amount of surplus of a Delaware corporation, the assets of the corporation, including stock of subsidiaries owned by the corporation, must be valued at their fair market value as determined by theboard of directors, without regard to their historical book value. Dividends may be paid in the form of shares, property or cash.
  
•  such repurchases may not have the effect of reducing the company’s netassets below the amount of the company’s issued capital plus those reserves which may not be distributed under the law or our amended and restated memorandum and articles of association. The company may only acquire shares that have been fullypaid up.

 

It is noted that the relevant provisions regarding the buyback of sharesunder Cyprus Companies Law are vague and unclear in some respects, and their practical implication is unclear and could prevent a buyback. As the Cyprus Companies Law is drafted, these relevant provisions only apply to shares and do not clearlyapply to ADSs and, therefore, there is a strong argument that the company cannot buy back the ADSs.
  **Pre-emption Rights**  
Under the Cyprus Companies Law, each existing shareholder has a rightof pre-emption entitling them to the right to subscribe for their pro-rata shares of any new share issuance made by the company for a cashconsideration.

 

If all the shareholders do not fully exercise all their pre-emption rights, the board of directors may decide to offer and sell the remaining shares to third parties on terms not more favorable than those indicated in the notice.

 

Shareholders’ pre-emption rightsmay be waived by a resolution adopted by a specified majority. The decision is passed by a majority of two-thirds of the votes corresponding either to the represented securities or to the representedissued share capital. When at least half of the issued share capital is represented a simple majority will suffice. In connection with such waiver, the board of directors must present a written report indicating the reasons why the right of pre-emption should be waived and justifying the proposed issue price. Our shareholders have authorized the disapplication of the right of pre-emption set out above fora period of five years from the date of the completion of our IPO in connection with the issue of all newly issued ordinary shares, including, to the extent relevant, any ordinary shares issued in the form of ADSs and only relates to shares issuedfor cash consideration.
  Under the Delaware General Corporation Law, shareholders have no pre-emptive rights to subscribe for additional issues of stock or to any security convertible into such stock unless, and tothe extent that, such rights are expressly provided for in the certificate of incorporation.

**Description of American Depositary Shares**

JPMorgan Chase Bank, N.A., as depositary, registers and delivers American Depositary Shares, or ADSs. Each ADS represents the ordinary shares (or a right toreceive ordinary shares) deposited with the custodian, as agent of the depositary. Each ADS also represents any other securities, cash or other property which may be held by the depositary. The depository’s office is located at 4 New YorkPlaza, New York, NY 10004. 

A holder of our ADSs may hold our ADSs either (A) directly (i) by having an American Depositary Receipt(“ADR”), which is a certificate evidencing a specific number of ADSs, registered in such holder’s name, or (ii) by having ADSs registered in such holder’s name in the Direct Registration System, or (B) indirectly byholding a security entitlement in ADSs through such holder’s broker or other financial institution. If a holder of our ADSs holds ADSs directly, such holder is a registered ADS holder (an “ADS holder”). If a holder of our ADSs holdsthe ADSs indirectly, such holder must rely on the procedures of its broker or other financial institution to assert the rights of ADS holders described in this section. All holders of our ADSs should consult with their broker or financialinstitution to find out what those procedures are. 

The Direct Registration System (“DRS”) is a system administered by The Depository TrustCompany (“DTC”), pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership is confirmed by periodic statements sent by the depositary to the registered holders of uncertificated ADSs. 

As an ADS holder, we do not treat an ADS holder as one of our shareholders and an ADS holder does not have any shareholder rights. Cyprus law governsshareholder rights. The depositary is the holder of ordinary shares underlying the ADSs. As a registered holder of ADSs, an ADS holder has ADS holder rights. A deposit agreement among us, the depositary and ADS holders, and all other personsindirectly holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. Because the depositary or its nominee is actually be the registered owner of the ordinary shares, all ADS holders must rely on it to exercisethe rights of a shareholder on an ADS holder’s behalf. New York law governs the deposit agreement and the ADSs. 

The following is a summary of thematerial provisions of the deposit agreement. For more complete information, all ADS holders should read the entire deposit agreement which has been filed as an exhibit to our Annual Report on Form 20-F forthe year ended December 31, 2019 and the form of ADR attached thereto. 

***Dividends and Other Distributions***

The depositary has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other depositedsecurities, after deducting its fees and expenses. An ADS holder will receive these distributions in proportion to the number of ordinary shares its ADSs represent. 

 
 • 
Cash. The depositary will convert any cash dividend or other cash distribution we pay on the ordinaryshares underlying the ADSs into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreementallows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest theforeign currency and it will not be liable for any interest. 

Before making a distribution, any withholding taxes, or other governmentalcharges that must be paid will be deducted. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreigncurrency, an ADS holder may lose some or all of the value of the distribution. 

 
 • 
Distribution of Ordinary Shares. The depositary may distribute additional ADSs representing any ordinaryshares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will try to sell ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as itdoes with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new ordinary shares. The depositary may sell a portion of the distributed ordinary shares sufficient to pay its fees and expenses inconnection with that distribution. 

 • 
Rights to Purchase Additional Ordinary Shares. If we offer holders of our securities any rights tosubscribe for additional shares or any other rights, the depositary may make these rights available to ADS holders. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, thedepositary will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, ADS holders will receive no valuefor them. 

If the depositary makes rights available to ADS holders, it will exercise the rights and purchase the shares on an ADSholder’s behalf. The depositary will then deposit the ordinary shares and deliver ADSs to the persons entitled to them. It will only exercise rights if an ADS holder pays it the exercise price and any other charges the rights require such ADSholder to pay. 

U.S. securities laws may restrict transfers and cancellation of the ADSs represented by ordinary shares purchased upon exercise of rights.For example, an ADS holder may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changesneeded to put the necessary restrictions in place. 

 
 • 
Other Distributions. The depositary sends to ADS holders anything else we distribute on depositedsecurities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does withcash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receivessatisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to ADSholders. This means that an ADS holder may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to our ADS holders. 

***Deposit, Withdrawal and Cancellation of ADSs***

*Deposit and Issuance*

The depositary will deliver ADSs ifan ADS holder or its broker deposit ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, ifapplicable, the depositary will register the appropriate number of ADSs in the names such ADS holder requests and will deliver the ADSs to or upon the order of the person or persons that made the deposit. 

***Withdrawal***

An ADS holder may surrender its ADSsat the depositary’s corporate trust office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares and any other depositedsecurities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at the ADS holder’s request, risk and expense, the depositary will deliver the deposited securities at its corporatetrust office, if feasible. 

*Cancellation and Interchange Between Certificated ADSs and Uncertificated ADSs*

An ADS holder may surrender its ADR to the depositary for the purpose of exchanging its ADR for uncertificated ADSs. The depositary will cancel that ADR andsend to the ADS holder a statement confirming that the ADS holder is the registered 

holder of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSsfor certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs. 

***Voting Rights***

ADS holders may instruct the depositary to vote the number of deposited ordinary shares their ADSs represent. After receiving voting materials from us, thedepositary will notify the ADS holders of any shareholders’ meeting or solicitation of consents or proxies. This notice will state such information as is contained in the voting materials and describe how ADS holders may instruct the depositaryto exercise the voting rights for the shares which underlie their ADSs and will include instructions for giving a discretionary proxy to a person designated by us. For instructions to be valid, they must reach the depositary by a date set by thedepositary. 

Otherwise, an ADS holder would not be able to exercise its right to vote unless such ADS holder withdraws ordinary shares. However, an ADSholder may not know about the meeting enough in advance to withdraw ordinary shares. 

The depositary will try, as far as practical, subject to the laws ofCyprus and of our amended and restated memorandum and articles of association or similar documents, to vote or to have its agents vote ordinary shares or other deposited securities as instructed by ADS holders. The depositary will only vote orattempt to vote as instructed. The depositary will not itself exercise any voting discretion. 

We cannot assure our ADS holders that they will receive thevoting materials in time to ensure that they can instruct the depositary to vote their ordinary shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying outvoting instructions. This means that an ADS holder may not be able to exercise its right to vote and there may be nothing such ADS holder can do if its shares are not voted as it requested. 

In order to give an ADS holder a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if werequest the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date. 

***Fees and Expenses***

Holders of our ADSs arerequired to pay the following fees under the terms of the deposit agreement:

 

*******Persons depositing or withdrawing ordinary shares or ADS holders*******

*******must pay:*******
  *******For:*******U.S.$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)  
•   Issuance of ADSs, including issuances resulting from a distribution ofordinary shares or rights or other property

 

•   Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreementterminates
U.S.$0.05 (or less) per ADS  
•   Any cash distribution to ADS holders

 
A fee equivalent to the fee that would be payable if securities distributed to an ADS holder had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs  
•  Distribution of securities distributed to holders of deposited securitieswhich are distributed by the depositary to ADS holders
U.S.$0.05 (or less) per ADSs per calendar year  
•  Depositary services
Registration or transfer fees  
•  Transfer and registration of ordinary shares on our share register to or fromthe name of the depositary or its agent when an ADS holder deposits or withdraws ordinary shares
Expenses of the depositary  
•  Cable, telex and facsimile transmissions (when expressly provided in the depositagreement)

 

•  convertingforeign currency to U.S. dollars

Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes, if applicable  
•  As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities (including, without limitation, expenses incurred in connection with compliance with foreign exchange control regulations or any law orregulation relating to foreign investment)  
•  As necessary

The fees described above may be amended from time to time. 

The depositary has agreed to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program. The depositarycollects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributionsto investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or bydirectly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-based services until its fees for theseservices are paid. 

From time to time, the depositary may make payments to us to reimburse and/or ordinary share revenue from the fees collected from ADSholders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the ADS program. In performing its duties under the deposit agreement, the depositary may usebrokers, dealers or other service providers that are affiliates of the depositary and that may earn or share fees or commissions. 

***Payment of Taxes***

Holders of our ADSs are responsible for any taxes or other governmental charges payable on their ADSs or on the deposited securities representedby any of their ADSs. The depositary may refuse to register any transfer of ADSs or allow holders of our ADSs to withdraw the deposited securities represented by their ADSs until such taxes or other charges are paid. It may apply payments owed to aholder of our ADSs or sell deposited securities represented by such holder’s ADSs to pay any taxes owed and such holder will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce thenumber of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes. 

Byholding an ADR or an interest therein, a holder of our ADSs has agreed to indemnify us, the depositary, its custodian and any of our or their respective directors, employees, agents and affiliates against, and hold each of them harmless from, anyclaims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained in respect of, or arising out of, suchholder’s ADSs. 

***Reclassifications, Recapitalizations and Mergers***

 
**If we:**  **Then:**
•   Change the nominal or par value of our ordinary shares
  The cash, ordinary shares or other securities received by the depositary will become deposited securities. Each ADS will automatically represent its equal share of the new deposited securities.
•   Reclassify, split up or consolidate any of the depositedsecurities
  The depositary may distribute some or all of the cash, ordinary shares or other securities it received. It may also amend the form of ADR, deliver new ADRs or ask an ADS holder to surrender its outstanding ADRs inexchange for new ADRs identifying the new deposited securities.
 

•   Distribute securities on ordinary shares that are not distributed to an ADSholder

 

•   Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, ortake any similar action

***Amendment and Termination***

*Amending the Deposit Agreement*

We may agree with thedepositary to amend the deposit agreement and the ADRs without the consent of our ADS holders for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary forregistration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. Atthe time an amendment becomes effective, an ADS holder is considered, by continuing to hold its ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended. 

Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment orsupplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the ADR at any time in accordance with such changed laws, rules or regulations, whichamendment or supplement may take effect before a notice is given or an ADS holder otherwise receives notice. No amendment, however, will impair an ADS holder’s right to surrender its ADSs and receive the underlying securities, except in orderto comply with mandatory provisions of applicable law. 

*Terminating the Deposit Agreement*

The depositary will terminate the deposit agreement at our direction by mailing notice of termination to the ADS holders then outstanding at least 30 daysprior to the date fixed in such notice for such termination; provided, however, if the depositary shall have (i) resigned as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided toregistered holders unless a successor depositary shall not be operating under the deposit agreement within 60 days of the date of such resignation, and (ii) been removed as depositary under the deposit agreement, notice of such termination bythe depositary shall not be provided to registered holders of ADRs unless a successor depositary shall not be operating under the deposit agreement on the 60th day after our notice of removal was first provided to the depositary. The depositary mayterminate the deposit agreement without notice to us, but subject to giving 30 days’ notice to ADS holders, under the following circumstances: (i) in the event of our bankruptcy or insolvency, (ii) if our shares are de-listed, (iii) if we effect (or will effect) a redemption of all or substantially all of the ADSs, or a cash or share distribution representing a return of all or substantially all of the value of the ADSs,or (iv) there occurs a merger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of ADSs. 

After termination, the depositary shall use its reasonable efforts to ensure that the ADSs cease to be DTC eligible so that neither DTC nor any of itsnominees shall thereafter be an ADS holder. At such time as the ADSs cease to be DTC eligible and/or neither DTC nor any of its nominees is an ADS holder, the depositary shall (a) instruct its custodian to deliver all deposited securities tothe Company along with a general stock power that refers to the names set forth on the ADR Register (as defined in paragraph 3 of the form of ADR) and (b) provide the Company with a copy of the ADR Register (which copy may be sent by email orby any means permitted under the notice provisions of the Deposit Agreement). Upon receipt of such deposited securities and the ADR Register, the Company shall use its best efforts to issue to each ADS holder a share certificate representing theshares represented by the ADSs reflected on the ADR Register in such ADS holder’s name and to deliver such share certificate to the ADS holder at the address set forth on the ADR Register. After providing such instruction to the custodian anddelivering a copy of the ADR Register to the Company, the depositary and its agents will perform no further acts under the deposit agreement. 

***Limitations on Obligations and Liability***

*Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs*

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary.We and the depositary: 

 
 • 
are only obligated to take the actions specifically set forth in the deposit agreement without gross negligenceor willful misconduct; 

 • 
are not liable if we are or it is prevented or delayed by law or circumstances beyond our control from performingour or its obligations under the deposit agreement; 

 
 • 
are not liable if we or it exercises discretion permitted under the deposit agreement; 

 
 • 
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securitiesthat is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement; 

 
 • 
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the depositagreement on the behalf of an ADS holder or on behalf of any other person; 

 
 • 
may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed orpresented by the proper person. 

In the deposit agreement, we and the depositary agreed to indemnify each other under certaincircumstances. 

*Requirements for Depositary Actions*

Before the depositary will deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of ordinary shares, the depositary mayrequire: 

 
 • 
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees chargedby third parties for the transfer of any ordinary shares or other deposited securities; 

 
 • 
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

 
 • 
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, includingpresentation of transfer documents. 

The depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transferbooks of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so. 

***Right to ReceiveOrdinary Shares Underlying ADSs***

ADS holders have the right to cancel their ADSs and withdraw the underlying ordinary shares at any time except:

 
 • 
When temporary delays arise because: (i) the depositary has closed its transfer books or we have closed ourtransfer books; (ii) the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our ordinary shares. 

 
 • 
When an ADS holder owes money to pay fees, taxes and similar charges. 

 
 • 
When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations thatapply to ADSs or to the withdrawal of ordinary shares or other deposited securities. 

This right of withdrawal may not be limited by anyother provision of the deposit agreement. 

***Direct Registration System***

In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System (“Profile”), will apply touncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership will be evidenced by periodic statements sent by thedepositary to the registered holders of uncertificated ADSs. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to direct the depositary to register a transfer of those ADSsto DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer. 

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that thedepositary will not verify, determine or otherwise ascertain that the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actualauthority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by thedepositary through the DRS/Profile System and in accordance with the deposit agreement shall not constitute negligence or bad faith on the part of the depositary. 

***Shareholder Communications; Inspection of Register of Holders of ADSs***

The depositary will make available for inspection at its office any reports, notices and other communications to the holders of our ADSs, including any proxysoliciting material that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send copies of those communications if we ask it to. An ADS holder has a rightto inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.