EX-4.2





 Exhibit 4.2 

Strictly Private and Confidential 
  





 
  
  

2016 HEADHUNTER (POST-IPO) 

UNIT OPTION PLAN 

AMENDED ON MARCH 29, 2019     

 
  

 
 



 
 Ref: RC 

Dentons Europe AO 
 Business Center
White Gardens 
 12th floor, Lesnaya str. 7 

125047 Moscow, RF 












 CONTENTS 

 

							
	CONTENTS	  	PAGE	 
			
	 1.
	  	 DEFINITIONS
	  	 	3	 
			
	 2.
	  	 RESTRICTIONS ON GRANT OF
OPTIONS
	  	 	6	 
			
	 3.
	  	 GRANT OF OPTIONS
	  	 	6	 
			
	 4.
	  	 RIGHT TO EXERCISE
OPTIONS
	  	 	6	 
			
	 5.
	  	 MANNER OF EXERCISE OF
OPTIONS
	  	 	6	 
			
	 6.
	  	 VESTING AND EXERCISE
	  	 	7	 
			
	 7.
	  	 LAPSE OF OPTIONS
	  	 	8	 
			
	 8.
	  	 ADJUSTMENT OF OPTIONS
	  	 	9	 
			
	 9.
	  	 ALTERATIONS
	  	 	9	 
			
	 10.
	  	 MISCELLANEOUS
	  	 	10	 
			
	 11.
	  	 TAX AND CURRENCY
CONTROL
	  	 	11	 
			
	 12.
	  	 DATA PROTECTION
	  	 	12	 
			
	 13.
	  	 TERMINATION
	  	 	12	 
			
	 14.
	  	 GOVERNING LAW AND DISPUTE
RESOLUTION
	  	 	12	 
		
	 SCHEDULE 1 VESTING
SCHEDULE
	  	 	13	 
		
	 SCHEDULE 2 WORKED
EXAMPLE
	  	 	14	 


  
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 2016 HEADHUNTER (POST-IPO) UNIT OPTION PLAN 
  

	1.	 DEFINITIONS 



 

	1.1	 In this Plan: 



Affiliate means any person, other than a Group company, that is directly or indirectly: 

 

	 	(a)	 Controlled by such person; 



 

	 	(b)	 under common Control with such person; or 



 

	 	(c)	 Controlling such person, 



provided however that none of the limited partners of any fund that has, directly or indirectly, invested into an Investor shall be an
Affiliate of that Investor; 
 Board means the board of directors from time to time of the Company or a duly appointed committee of
the board of directors at which a quorum is present; 
 Company means Headhunter Group Plc (formerly Zemenik Trading Limited), a
company incorporated in Cyprus (with registered number 332806) whose registered office is at Dositheou, 42, Strovolos, 2028, Nicosia, Cyprus; 

Effective Date means the date of the IPO; 

Eligible Employee means an individual who is a director or employee of a Group company; 

Exercise Units has the meaning given in Rule 6.1; 

Grant Date means for a Participant who was an Eligible Employee as at the Effective Date, the Effective Date; 

Group means the Company and the Subsidiaries; 

IPO means the initial public offering and listing of the Company on a Stock Market; 

Initial Tranche means the cash payment that may be due to Participants as of the date of the IPO; 

Investment Amount means: 
  

	 	(a)	 all sums paid or subscribed by ELQ Investors II Limited and Highworld Investments Limited for their shares in
the Company; and 


  

	 	(b)	 all sums lent pursuant to the terms of any debt financing (including by way of any shareholder loans, loan
notes or similar instruments) provided by any of the Investors or any of their Affiliates to a Group company (but excluding, for the avoidance of doubt, any debt financing provided to a Group company otherwise than by any of the Investors or any of
their Affiliates), 


 provided that, any consideration paid or received in respect of any intra-group restructuring of the
holding of an Investor’s Shares shall not be counted as an Investment Amount; 
 Investor Proceeds means the price per Share at
IPO multiplied by the total number of issued ordinary shares in the Company immediately prior to the IPO. 

  
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 Investors means: 

 

	 	(a)	 ELQ Investors VIII Ltd., a company incorporated in England and Wales (with registered number 09182214), whose
registered office is at Peterborough Court, 133 Fleet Street, London EC4A 2BB; and 


  

	 	(b)	 Highworld Investments Limited, a company incorporated in the British Virgin Islands (with registered number
1802016), whose registered office is at Trident Chambers, PO Box 146, Road Town, Tortola, British Virgin Islands; 


 Net
Proceeds means an amount equal to the result of the following formula: 
 A – B – C 

where: 
 A is the Investor
Proceeds; 
 B is an amount equal to all commissions, fees, other amounts payable to third parties (or Participants), costs and
expenses incurred or would be incurred (in each case, whether conditionally or not) by any of the Investors, their Affiliates and/or the Group in connection with ELQ Investors II Ltd’s and Highworld Investments Limited’s initial
acquisition and subscription of Shares and/or the ensuing joint venture and debt financing arrangements, the IPO and/or this Plan (including any taxes (including social contribution taxes) that may be payable by any Investor and/or any Group company
in connection with the entry into and/or performance of this Plan); and 
 C is the Investment Amount; 

Option means, as the case requires, a right to acquire a financial benefit and a right to acquire Shares granted, in each case pursuant
to the Rules of this Plan; 
 Option Certificate means a written certificate executed and delivered by the Company pursuant to and in
accordance with Rule 3.3 and includes any amendment, modification or supplement thereto (for the avoidance of doubt the provisions of this Post-IPO Plan shall be incorporated into any Option Certificate issued
with respect to the 2016 HeadHunter Unit Option Plan and have effect as if references in such Option Certificate to the Plan are references to this Post-IPO Plan); 

Participant means an Eligible Employee who has been granted an Option which has neither lapsed nor been surrendered or exercised in full
by him (or in the event of his death by his legal personal representatives); 
 Personal Data any personal information that could
identify a Participant; 
 Plan means the 2016 HeadHunter (Post-IPO) Unit Option Plan as set
out in these Rules and which forms Schedule 3 of the Altered 2016 HeadHunter Unit Option Plan, as amended from time to time; 
 RUB
means the lawful currency of the Russian Federation; 
 Rules means the rules of this Plan as amended from time to time; 

Shareholders means the holders of Shares from time to time; 

Shares means ordinary shares in the capital of the Company or certificates, issued by a depository bank, representing ordinary shares in
the capital of the Company held by the bank and which may be sub-divided as the Board deems appropriate in order to give effect to this Plan; 

  
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 Stock Market means the Nasdaq Stock Market or any other stock market as
determined by the Board in its sole discretion; 
 Stock Market Rules means the rules for companies in respect of the relevant Stock
Market; 
 Subsidiaries means the subsidiaries from time to time of the Company; 

Unit means a notional unit with one notional unit, for the purposes of this definition only, representing 0.005% of the issued ordinary
share capital of the Company and which may be sub-divided as the Board deems appropriate in order to give effect to this Plan; 

USD or US dollar means the lawful currency of the United States of America; 

Vest means an Option or a portion of an Option becoming exercisable in accordance with the Vesting Schedule and Vested and
Vesting will be construed accordingly; 
 Vesting Date means a date for the vesting of an Option or a portion of an Option in
accordance with the Vesting Schedule; and 
 Vesting Schedule means schedule 1 to this Plan which sets out the Vesting Dates. 

 

	1.2	 Rule headings shall not affect the interpretation of this Plan and references to Rules are to the Rules of this
Plan. 


  

	1.3	 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall
include the singular and a reference to one gender shall include a reference to other genders. 


  

	1.4	 References to a person include a natural person, corporate or unincorporated body (whether or not having
separate legal personality) and that person’s personal representatives, successors or permitted assigns. 


  

	1.5	 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision. 



 

	1.6	 A reference to writing or written includes fax and email. 



 

	1.7	 Any words following the terms including, include, in particular or any similar expression
shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 


  

	1.8	 Any obligation on a person not to do something includes an obligation not to allow that thing to be done.



  

	1.9	 Any amounts referred to in this Plan shall: 



 

	 	(a)	 be denominated in USD and if desired by the Board to be converted in RUB, shall be converted into RUB at such
rate of exchange as is reasonably determined by the Board; 


  

	 	(b)	 and calculated before the effect of any tax and, for the avoidance of doubt, any amounts referred to as being
received shall include any deductions or withholdings on account of tax. 



  
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	2.	 RESTRICTIONS ON GRANT OF OPTIONS



  

	2.1	 Except as expressly provided herein or in any valid Option Certificate, no person will be entitled as a right
to be granted an Option under this Plan. 


  

	2.2	 Save for the Initial Tranche, no Option may be granted if it causes the aggregate number of Units granted under
this Plan to exceed an amount equal to 3.375% of the issued ordinary share capital of the Company at the Effective Date. 


  

	2.3	 This Plan and any Options granted under it are conditional upon the IPO completing by 31 March 2022. No
undertaking, representation or warranty is given in relation to the IPO and there is no guarantee the IPO will complete. 


  

	3.	 GRANT OF OPTIONS 



 

	3.1	 This Plan is adopted with effect from the Effective Date. 



 

	3.2	 Subject as otherwise provided in these Rules, the Board has absolute discretion in determining:



  

	 	(a)	 to whom to grant Options; 



 

	 	(b)	 when to grant Options; 



 

	 	(c)	 the maximum number of Units over which an Option is to subsist; and 



 

	 	(d)	 whether pursuant to Rule 3.4 any of these Rules should be waived or modified in respect of that Option.



  

	3.3	 Each Option has been granted by means of an Option Certificate setting out all the terms applicable to the
Option and in particular: 


  

	 	(a)	 the Grant Date; 


  

	 	(b)	 the maximum number of Units over which the Option subsists (subject to adjustment in accordance with Rule 10);
and 


  

	 	(c)	 where pursuant to Rule 3.4 one or more of these Rules is to be waived or modified in respect of that Option,
details of such waiver or modification. 


  

	3.4	 An Option Certificate may, at the discretion of the Board, contain a provision that waives or modifies any of
the Rules in the case of the Participant to whom that Option is granted. 


  

	4.	 RIGHT TO EXERCISE OPTIONS



  

	4.1	 Subject to Rule 4.2 an Option may only be exercised in accordance with Rule 6. 



 

	4.2	 An Option: 


  

	 	(a)	 may only be exercised if and to the extent that it has Vested; and 



 

	 	(b)	 may not be exercised after it has lapsed pursuant to Rule 7. 



 

	5.	 MANNER OF EXERCISE OF
OPTIONS 


  

	5.1	 Options are automatically exercised in accordance with Rule 6 in respect of the maximum number of Units in
respect of which an Option can be exercised. The relevant Option Certificate must be lodged with the Company promptly upon the request of the Company either for notation that there has been a part payment under it or cancellation but failure to do
so will not invalidate the automatic exercise of an Option provided it is so lodged within a reasonable time afterwards. 



  
 – 6 – 














	5.2	 An Option is a right for the Participant to receive a cash payment in respect of the Initial Tranche and Shares
at each subsequent Vesting Date in accordance with Rule 6. 


  

	5.3	 Any cash payment or issuance of Shares that may Vest under an Option does not form part of the remuneration
that is due to a Participant pursuant to the terms of their office or employment. 


  

	6.	 VESTING AND EXERCISE 



 

	6.1	 The Option of a Participant will be automatically exercised upon any Vesting Date. The automatic exercise of
each Participant’s Option shall be in respect of the total number of the Units which Vest in him/her as at each Vesting Date and which have not lapsed or previously been exercised (the Exercise Units). 



 

	6.2	 Exercise: 


  

	 	(a)	 In respect of the Initial Tranche, within 2 months following the date of the IPO, the Investors shall pay to
each Participant in respect of the Exercise Units an amount calculated as follows: 


 Net Proceeds x 0.005% x B. 

 

	 	(b)	 In respect of each subsequent Vesting Date, within 2 months following a Vesting Date, the Company shall allot
and issue to each Participant (or transfer to each Participant out of treasury) an amount of Shares calculated by reference to the following formula: 



(Net Proceeds x 0.005% x B) / Price per Share at IPO. 

In each case, where “B” means the number of Exercise Units at respective Vesting Date. 

 

	6.3	 To the extent the result of a calculation in Rule 6.2 results in zero or a negative number, no payment shall be
due nor Shares allotted and issued to a Participant and, subject to Rule 7.3, the relevant Exercise Units shall lapse. 


  

	6.4	 Any payment to a Participant will be subject to any deductions required by law in respect of tax or social
security contributions. The Board may make such assumptions about the effect of such payment on the price paid for the Shares that are sold in the IPO as it considers appropriate. 



 

	6.5	 The Investors acting jointly may appoint any Group company to be their payment agent for the purposes of these
Rules by way of giving the relevant Group company a respective notice in writing as soon as reasonably possible after the completion of the IPO. 


  

	6.6	 Until such time as a Participant has been issued Shares, no Participant shall acquire any rights in respect of
such Shares, including any rights to any dividends or other distributions thereon. 


  

	6.7	 The Company shall not allot and issue Shares (and the Option shall be deemed not exercised) pursuant to Rule
6.2 if, in the reasonable opinion of the Board, its exercise is prohibited by, or would be a breach of any: 


  

	 	(a)	 its exercise is prohibited by, or would be a breach of any: 



 

	 	(i)	 law; 


  

	 	(ii)	 regulation with the force of law; or 



  
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	 	(iii)	 the Stock Market Rules; 



 

	 	(iv)	 or other rule, code or set of guidelines that binds the Company or with which Company has resolved to comply;
or 


  

	 	(b)	 there exists any state of affairs as a result of which an issuance of shares would not be reasonably
practicable and might prejudice the Participants; 


 in such circumstances the exercise of the Option will be delayed until
such time as the Board is reasonably satisfied that its satisfaction by way of an issue of Shares would not be prohibited or a breach of Rule 6.6(a)(i), (ii), (iii) or (iv) or the state of affairs contemplated by Rule 6.6(b) ceases. 

 

	6.8	 As a condition to any exercise under this Plan or any Option Certificate: 



 

	 	(a)	 the relevant Participant shall provide a written confirmation to the Company that he has no claims (whether
known or unknown to any person or to the law) against the Company and/or any Investor under or in connection with this Plan other than for a payment in accordance with this Rule 6 (and, if no further payments are due to that Participant under this
Rule 6, such confirmation shall be that such Participant has no such claims); and 


  

	 	(b)	 the relevant Participant shall, if desired by the Company in respect of any compliance policy in effect by any
Group company (e.g. the “insider trading compliance policy”), provide a written certification that such Participant has received, read and understood the terms of such compliance policy. 



 

	6.9	 For the avoidance of doubt, the number of Shares that may potentially be issued to a Participant at each
Vesting Date following the date of the IPO is fixed as at the date of the IPO and shall not change nor be affected by the market value of a Share quoted on Stock Market from time to time. A worked example of a Vesting and exercise is set out in
schedule 2. 


  

	6.10	 Unless expressly provided otherwise in these Rules, the liability of the Investors shall be several and shall
extend only to any loss or damage arising out of their own breaches. 


  

	6.11	 If an Investor transfers any of its shareholding in the Company to any of its Affiliates, such Investor shall
procure that its transferee adheres in writing to the terms of these Rules prior to the completion of the transfer and assumes all the rights and obligations of that Investor envisaged by these Rules. Upon such transfer, the transferor shall cease
to have any rights or obligations hereunder. 


  

	7.	 LAPSE OF OPTIONS 



 

	7.1	 An Option will be personal to the Participant to whom it is granted and it may not be transferred, assigned,
charged, pledged, disposed of, dealt with (including creating a trust over) or otherwise encumbered by a Participant and any purported transfer, assignment, charge, pledge, disposal, dealing with (including creating a trust over) or encumbering the
rights and interest of the Participant under this Plan will immediately cause the Option to lapse. 


  

	7.2	 Except to the extent that it has lapsed pursuant to any other Rule, any
un-Vested portion of an Option will lapse on the occurrence of the earliest of the following events: 


  

	 	(a)	 the Board passes a decision that a relevant Option should lapse, including because the Participant has been
determined by the Board to have intentionally damaged any Group company or to have committed any fraudulent act with respect to any such company; 



  
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	 	(b)	 the purported transfer, assignment (other than to his personal representatives on the Participant’s
death), charging, pledging, disposal by, dealing with (including creating a trust over) or encumbering the Option by the Participant; 


  

	 	(c)	 the bankruptcy of the Participant; 



 

	 	(d)	 on the date on which a Participant ceases to be an Eligible Employee or gives or receives a notice that may
result in him ceasing to be an Eligible Employee; 


  

	 	(e)	 on the date on which a Participant has, in the reasonable opinion of the Board, committed a material breach of
this Plan; and/or 


  

	 	(f)	 for a Participant, if he brings a claim against the Company in relation to this Plan and/or his Option
Certificate that the Board considers will not, on the balance of probabilities, succeed. 


  

	7.3	 The Board may, in its sole discretion, determine that with respect to a Participant’s lapsed Option that
any amount of the un-Vested portion shall not lapse and shall be otherwise exercised in accordance with the Rules of this Plan. 



 

	8.	 ADJUSTMENT OF OPTIONS 



 

	8.1	 In the event of any variation of the share capital of the Company (whenever effected) by way of capitalisation
or rights issue including a variation in share capital having an effect similar to a rights issue, or sub-division, consolidation or reduction, or otherwise, the Board may make such adjustments to this Plan as
it considers appropriate in accordance with Rule 8.2. If the ordinary share capital of the Company is sub-divided, consolidated or reduced, the number and/or nominal value of the Units shall be adjusted so far
as possible in the same way as ordinary shares in the capital of the Company held by its shareholders. 


  

	8.2	 An adjustment made under Rule 8.1 will be to the number and/or nominal value of Units in respect of which any
Option may be exercised. 


  

	8.3	 Notice of any adjustments made pursuant to Rule 8.1 will be given to Participants by the Board, which may call
in any Option Certificate for endorsement or replacement. 


  

	9.	 ALTERATIONS 



 

	9.1	 The Board may at any time alter or add to all or any of the provisions of this Plan or the terms of any Option
in any respect provided that no alteration or addition shall be made by the Board if, in the reasonable opinion of the Board, such alteration or addition abrogates or alters adversely any rights of Participants then subsisting without the consent in
writing of Participants holding 75% of the un-Vested Units granted under this Plan (such consent being deemed to have been received if such percentage of Participants have not objected in writing to the
Board’s alteration or addition within 15 Business Days of the Board sending the Participants notice of the alteration or addition). 


  

	9.2	 These Rules may be amended by resolution of the Board to provide for the recovery of any amounts from
Participants in accordance with the indemnity contained in Rule 11.1 provided that any such amendment will apply equally to Option granted but not exercised before the date of such amendment as to those granted after that date.



  

	9.3	 Notwithstanding Rules 9.1 and 9.2, no alteration or addition shall be made by the Board if the Stock Market
Rules require a majority (or such other percentage) of the Shareholders to approve such alteration or addition. 



  
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	9.4	 As soon as reasonably practicable after making any alteration or addition under Rule 9.1, the Board will notify
in writing every Participant affected by it. 


  

	10.	 MISCELLANEOUS 



 

	10.1	 Notwithstanding any other provisions of these Rules, the Board may amend or alter the provisions of these Rules
or an Option to take account of currency control, taxation, securities or other applicable law. 


  

	10.2	 Each Group company will have a right to provide any information relating to the grant, exercise and cash
settlement of Options as may be required from time to time by relevant tax or other authorities. 


  

	10.3	 The rights and obligations of any individual under the terms of his office or employment with any Group company
will not be affected by his participation in this Plan or any right which he may have to participate in it and this Plan does not form part of any contract of services or employment between that individual and any Group company. A Participant whose
office or employment is terminated for any reason whatsoever (and whether lawful or otherwise) will not be entitled to claim any compensation for or in respect of any consequent diminution or extinction of his rights or benefits (actual or
prospective) under any Option or otherwise in connection with this Plan. 


  

	10.4	 Subject to Rule 9, the Board may from time to time make and vary such rules and regulations not inconsistent
with this Plan and establish such procedures for the administration and implementation of this Plan as it thinks fit, and in the event of any dispute or disagreement as to the interpretation of this Plan the decision of the Board shall be final and
binding on all persons. 


  

	10.5	 Any notice, claim or demand served under or in connection with these Rules (a Notice) shall be in
writing, in English, and shall be deemed sufficiently given or served if delivered: 


  

	 	(a)	 for the Company, to: 



 

	 	Address:	 Dositheou 42, Strovolos, 2028, Nicosia, Cyprus 



 

	 	Attention:	 The Directors 


  

	 	Fax:	 +357 226 790 96 



(with an informational copy to office@headhunter-group.com); 
  

	 	(b)	 for a Participant, to his last known address, or, where he is a director or employee of any member of the
Group, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment; 



 

	 	(c)	 for ELQ Investors VIII Ltd., to: 



 

	 	Address:	 Peterborough Court, 133 Fleet Street, London EC4A 2BB 



 

	 	Attention:	 The Directors 


  

	 	(d)	 for Highworld Investments Limited, to: 



 

	 	Address:	 Kritis street, Papachristoforou Building, 1st floor, 3087,
Limassol, Cyprus 


  

	 	Attention:	 The Directors 



  
 – 10 – 













 or such other address as the Company, an Investor or a Participant may provide to the other
for this purpose. Any Notice shall be delivered by hand or sent by facsimile transmission or international express courier services allowing package tracking (shipping prepaid); and if delivered by hand shall conclusively be deemed to have been
given or served at the time of delivery, if sent by facsimile shall conclusively be deemed to have been given or served when confirmation is received at the end of the transmission, and if sent by international express courier service (shipping
prepaid) shall conclusively be deemed to have been received when delivery is recorded by such courier service. 
  

	10.6	 Nothing in this Plan prevents the Company from entering into (or having entered into) other employee benefit
plans in respect of the Company or any share option plans or phantom share option plans in respect of the Company. 


  

	10.7	 No Group company and/or Investor will be liable for any loss of profit, loss of business, loss of contract or
any indirect or consequential loss or damages incurred by a Participant under, or in connection with, these Rules or any Option. 


  

	10.8	 If these Rules are translated into any language other than English, the English language text shall prevail.



  

	10.9	 This Plan together with the relevant Option Certificate constitutes the whole agreement between the Company,
the Investors and the relevant Participant relating to its subject matter and supersedes any previous written or oral agreement or arrangement between such parties and their affiliates relating thereto. 



 

	10.10	 The Company shall bear its own costs in connection with the negotiation, preparation and implementation of this
Plan. 


  

	10.11	 The Company shall indemnify each Investor in respect of any cost, loss or liability that Investor incurs under
or in connection with this Plan, other than (a) as a result of that Investor breaching its payment obligation in Rule 6.2(a). 


  

	11.	 TAX AND CURRENCY CONTROL



  

	11.1	 Each Participant undertakes to the Company (for itself and as trustee for each Group company) to make all tax
and currency control filings and pay all the taxes that such Participant has to make or pay as a result of the entry into and performance of this Plan. To the extent that a Participant breaches this obligation, such Participant shall indemnify the
Company (for itself and as trustee for each Group company) in an amount equal to any and all losses, costs and expenses incurred by any Group company as a result of such breach. 



 

	11.2	 Any Investor and/or the Company may, in its absolute discretion, elect to make a deduction from any payment
from it to a Participant on account of tax (including an amount equal to any tax or social security contributions payable by any of the Group companies) and pay such amount to any applicable tax authority. 



 

	11.3	 Each Participant agrees that any payment to be made by an Investor and/or the Company to such Participant shall
be conditional upon it being made in strict compliance with all applicable laws (including taxation and currency control laws). 


  

	11.4	 Each Participant shall from time to time upon the written request of an Investor and/or the Company provide to
the person making the request such information as it reasonably requests in order to evidence his tax and currency control residency and the compliance by the Participant with applicable laws (including taxation and currency laws) regarding this
Plan. 



  
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	12.	 DATA PROTECTION 



 

	12.1	 In accepting the grant of an Option each Participant consents to the collection, holding, processing and
transfer of Personal Data by the Company or any Group company for all purposes connected with the operation of the Plan. 


  

	12.2	 The purposes of the Plan referred to in Rule 12.1 include, but are not limited to: 



 

	 	(a)	 holding and maintaining details of the Participant’s Units; 



 

	 	(b)	 transferring the Participant’s Personal Data to the trustee of an employee benefit trust, the
Company’s registrars or brokers or any administrators of the Plan; and 


  

	 	(c)	 transferring the Participant’s Personal Data to a bona fide prospective buyer of the Company or the
Participant’s employer Group company or business unit (or the prospective buyer’s advisers), provided that the prospective buyer, and its advisers, irrevocably agree to use the Participant’s Personal Data only in connection with the
proposed transaction and in accordance with applicable law; and 


  

	 	(d)	 transferring the Participant’s Personal Data under Rule 12.2(b) or Rule 12.2(c) to a person who is
resident in a country or territory that may not provide the same statutory protection for the information as the Company and its Group companies are subject to. 



 

	13.	 TERMINATION 



The Board may at any time resolve to cease making any further grants of Options under this Plan but in such event the subsisting rights of
Participants will not be affected. 
  

	14.	 GOVERNING LAW AND DISPUTE
RESOLUTION 


  

	14.1	 These Rules and all Options are governed by and shall be construed in accordance with English law.



  

	14.2	 Any dispute or difference between a Participant and the Company arising out of or in connection with these
Rules or an Option or the legal relationships established by these Rules or an Option, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules which
LCIA Rules will be deemed to be incorporated by reference into this Rule. The number of arbitrators shall be one. The seat of the arbitration shall be London, England. The language of the arbitration shall be English and any rule as to the
nationality of the sole arbitrator shall not apply. 



  
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 Schedule 1 

Vesting Schedule 
  

			
	 Percentage of Option Vested
	 	 Vesting Date

		
	 25%
	 	Date of the IPO
		
	 18,75%
	 	On the first anniversary of the date of the IPO
		
	 18,75%
	 	On the second anniversary of the date of the IPO
		
	 18,75%
	 	On the third anniversary of the date of the IPO
		
	 18,75%
	 	On the fourth anniversary of the date of the IPO

  

	*	 If a Participant is on or subsequently goes on maternity leave, paternity leave or long term leave, the date an
Option becomes Vested is, to the maximum extent permitted by applicable laws, delayed by a period equal to that maternity leave, paternity leave or long term leave. 



  
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 Schedule 2 

Worked Example 
  

									
				
		  	 Initial Public Offering – Worked Example
	  		  			
				
		  	 Shares
	  	50 000 000	  			
		  	 Price per Share at IPO, $
	  	12,0	  			
		  	 Market Capitalization, $
	  	600 000 000	  			
				
		  	 USDRUB on the Date of IPO
	  	58	  			
		  	 Market Capitalization at IPO, RUB
	  	34 800 000 000	  			
		  	 Price per Share at IPO, RUB
	  	696,00	  			
		  	 Unit as % of Issued Ordinary Share Capital of the Company
	  	0,005%	  			
				
		  	 Aggregate Distributions Received prior to Liquidity Event, RUBm
	  	8 300	  			
		  	 Valuation of 100% Shares at Liquidity Event, RUBm
	  	34 800	  			
	 A    
	  	 Investor Proceeds, RUBm
	  	43 100	  			
				
	 C
	  	 Investment Amount, RUBm
	  	10 000	  			
				
		  	 IPO Fees
	  	2 610	  			
		  	    %	  	8%	  			
		  	 Profit Share
	  	3 141	  			
		  	    % of (A-C)	  	9%	  			
		  		  	  
	  			
	 B
	  	 Total Commission and Fees, RUBm
	  	5 751	  			
		  		  	  
	  			
				
		  	 Net Proceeds, RUBm
	  	27 349	  			
		  		  	  
	  			
				
		  	 Payment per Unit, RUBm
	  	1,367	  			
		  		  	  
	  			
		  	 Shares per Unit
	  	1 965	  			
		  	 Total Units Granted under the Plan
	  	900	  			
				
		  	 Initial Tranche, RUBm
	  	308	  			
				
		  	 Total Shares Issued in subsequent Vesting Dates
	  	1 326 375	  			
		  	 % of Share Capital (diluted)
	  	2,58%	  			
				
		  	Example	  		  			
		  	 Granted, Units to a Participant
	  	10	  			
		  	 Vested at IPO
	  	25%	  			
		  	 Exercise Units
	  	2,5	  			
				
		  	 Initial Tranche
	  		  			
		  	 Paid at IPO, RUB mln
	  	3,42	  			
				
	 	  	Vesting Schedule	  	%	  	Shares Issued /
Provided	 
		  	 First anniversary of IPO
	  	18,75%	  	 	3 684	 
		  	 Second anniversary of IPO
	  	18,75%	  	 	3 684	 
		  	 Third anniversary of IPO
	  	18,75%	  	 	3 684	 
		  	 Fourth anniversary of IPO
	  	18,75%	  	 	3 684	 


  
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