Fix Price Group

Fix Price Group Ltd (a company organised and existing under the laws of the British Virgin Islands with company number 1483801) Global Offering of up to 205,128,206 Global Depositary Receipts representing Shares Offer Price: US$ 9.75 per Global Depositary Receipt This document comprises a prospectus (the “Prospectus”) for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”), as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “U.K. Prospectus Regulation”) relating to an offering (the “Offering”) by the Selling Shareholders (as defined in “Principal and Selling Shareholders”) of Fix Price Group Ltd (the “Company”), a company organised and existing under the laws of the British Virgin Islands (the “BVI”), of up to 205,128,206 global depositary receipts (the “GDRs”), representing 205,128,206 ordinary shares of the Company (the “Shares”). One GDR represents an interest in one Share. This Prospectus has been approved by the United Kingdom Financial Conduct Authority (the “FCA”) as competent authority under the U.K. Prospectus ALR12.2.10(2)(a)1.5 Regulation as a prospectus relating to the Company prepared in accordance with the Prospectus Regulation only in relation to the admission to listing and to trading of the GDRs. This Prospectus will only be made available to the public in accordance with the U.K. Prospectus Regulation. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the U.K. Prospectus Regulation and such FCA approval should not be considered as an endorsement of the Company or the quality of the securities that are the subject of this Prospectus. Neither the Shares nor the GDRs have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and neither the Shares nor the GDRs may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The GDRs will be offered: (i) in the United States to qualified institutional buyers (“QIBs”), as defined in, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”); and (ii) outside the United States, to institutional investors in “offshore transactions” as defined in, and in reliance on, Regulation S under the Securities Act (“Regulation S”). The Offering does not constitute an offer to sell, or solicitation of an offer to buy, securities in any jurisdiction in which such offer or solicitation would be unlawful. Prospective purchasers of the GDRs in the United States are hereby notified that the sellers may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The GDRs are subject to selling and transfer restrictions in certain jurisdictions. Prospective purchasers should read the restrictions described under “Selling Restrictions”, “Transfer Restrictions” and “Plan of Distribution”. Luncor Overseas S.A., LF Group DMCC and GLQ International Holdings Ltd (the “Over-allotment Shareholders”) have granted to Citigroup Global Markets Limited, J.P. Morgan Securities plc, Merrill Lynch International (“BofA Securities”), Morgan Stanley & Co. International plc and VTB Capital plc (collectively, the “Managers”), an option (the “Over-allotment Option”), exercisable in the period during which stabilising transactions may take place, to purchase up to a maximum of 15% of the total number of the GDRs being sold in the Offering solely to cover over-allotments, if any, in the Offering. See “Plan of Distribution”. AN INVESTMENT IN THE GDRS INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD READ THE ENTIRE DOCUMENT AND, IN PARTICULAR, SEE THE SECTION HEADED “RISK FACTORS” WHEN CONSIDERING AN INVESTMENT IN THE COMPANY. The GDRs are of a specialist nature and should normally only be purchased and traded by investors who are particularly knowledgeable in investment matters. The Company has applied (1) to the FCA for a listing of up to 850,000,000 GDRs (of which (i) 178,372,354 GDRs are expected to be issued on or about 10 March 2021 (the “Closing Date”), (ii) up to 26,755,852 GDRs that may be issued pursuant to the Over-allotment Option, if exercised, and (iii) up to 644,871,794 GDRs that may be issued from time to time against the deposit of Shares with The Bank of New York Mellon, as custodian (the “Custodian”) on behalf of The Bank of New York Mellon as depositary (the “Depositary”), to the standard segment of the official list (the “Official List”) and (2) to the London Stock Exchange plc (the “London Stock Exchange”) to admit such GDRs to trading under the symbol FIXP on its main market for listed securities (the “Main Market”) through its International Order Book (regulated market segment) (the “IOB”). The IOB is an EU regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments and a regulated market in the United Kingdom for the purposes of Regulation (EU) 600/2014, as it forms part of domestic law in the United Kingdom by virtue of the EUWA. Admission to the Official List, together with admission to the Main Market, (together, the “LSE Admission”) constitutes listing on a stock exchange. The Company expects that conditional trading in the GDRs on the London Stock Exchange through the IOB will commence on a “when and if issued” basis on or about 5 March 2021 (the “Pricing Date”) and that unconditional trading in the GDRs on the London Stock Exchange through the IOB will commence on or about the Closing Date. All dealings in the GDRs prior to the commencement of the unconditional dealings will be of no effect if the LSE Admission does not take place and will be at the sole risk of the parties concerned. On 20 February 2021, Public Joint-Stock Company “Moscow Exchange MICEX-RTS” (the “Moscow Exchange”), a part of the Moscow Exchange Group, approved (1) the public circulation in the Russian Federation of the GDRs to be issued from time to time and (2) the admission of the GDRs to be issued from time to time to trading on the Moscow Exchange under the symbol FIXP (together, the “Moscow Exchange Admission”). Dealings in the GDRs on the Moscow Exchange are not permitted until unconditional trading commences on the London Stock Exchange. Rule 144A GDRs (as defined below) will not be admitted to trading on the Moscow Exchange. Although the Moscow Exchange Admission has been approved, no assurance can be given that the GDRs will continue to be admitted to trading on the Moscow Exchange. See “Risk Factors—Risks Relating to the GDRs and the Trading Market—The GDRs may be de- listed from the Moscow Exchange”. The GDRs offered and sold outside the United States (the “Regulation S GDRs”) will be evidenced by a Master Regulation S Global Depositary Receipt (the “Master Regulation S GDR”) registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee for The Bank of New York Mellon, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Euroclear and Clearstream, Luxembourg are expected to accept the GDRs for settlement in their respective book-entry settlement systems. The GDRs offered and sold to QIBs in the United States (the “Rule 144A GDRs”) will be evidenced by a Master Rule 144A Global Depositary Receipt (the “Master Rule 144A GDR” and, together with the Master Regulation S GDR, the “Master GDRs”) registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”) in New York. The Company expects that delivery of the GDRs will be made through the facilities of DTC, with respect to the Rule 144A GDRs, and Euroclear and Clearstream, Luxembourg, with respect to the Regulation S GDRs, on or about the Closing Date. Except as set forth herein, investors may hold beneficial interests in and transfer the GDRs only through DTC, Euroclear or Clearstream, Luxembourg and their direct and indirect participants, as applicable, including the Russian National Settlement Depositary (“NSD”). It is expected that delivery of the GDRs will be made against payment therefor in U.S. Dollars in same day funds through the facilities of DTC with respect to the Rule 144A GDRs and through Euroclear and Clearstream, Luxembourg with respect to the Regulation S GDRs, in each case on or about the Closing Date. Delivery of the GDRs through facilities of the NSD may be made in Russian Roubles. See “Settlement and Transfer”. Joint Global Coordinators and Joint Bookrunners BofA Securities Citigroup J.P. Morgan Morgan Stanley VTB Capital The date of this Prospectus is 5 March 2021 NOTICE TO CERTAIN INVESTORS By accepting delivery of this Prospectus, you agree to the following. This Prospectus is being furnished by the Company solely for the purpose of enabling you to consider the purchase of the GDRs. Any reproduction or distribution of this Prospectus, in whole or in part, any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the GDRs is prohibited, except to the extent that such information is otherwise publicly available. If you are in any doubt about the contents of this Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or financial adviser. It should be remembered that the price of securities (including GDRs) and the income from them can be volatile and go down as well as up. None of the Managers, the Depositary, the Selling Shareholders nor any of their respective affiliates or advisers makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy, verification or completeness of any of the information in this Prospectus, and accordingly disclaims to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this Prospectus or any such statement.

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