ROEMER CAPITAL ANNOUNCES INVITATION TO TENDER TO HOLDERS OF HEADHUNTER GROUP PLC ADSs (ISIN: US42207L1061, Bloomberg: HHR US)

NOT FOR RELEASE, PUBLICATION DISTRIBUTION OR USE, IN WHOLE OR IN PART, BY, IN, INTO, FROM OR TO ANY JURISDICTION OR PERSON WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF LAW OR REGULATION

9 May 2024

ROEMER CAPITAL (EUROPE) LIMITED

Announcement of Invitation to Voluntary Tender

to the holders of American Depositary Shares representing ordinary shares of HEADHUNTER GROUP PLC (ISIN: US42207L1061, Bloomberg: HHR US) (“ADSs”)

THIS INVITATION WILL EXPIRE AT 16:00 UTC ON 5 JUNE 2024 (“EXPIRATION TIME”).

Roemer Capital (Europe) Limited (the “Purchaser” or “Roemer Capital”) is inviting certain holders of ADSs to tender for the sale of up to 3,840,000 units of ADSs for cash at a purchase price of USD 31 per 1 Eligible ADS, subject to the terms and conditions set out in the Invitation to Voluntary Tender (the “Memorandum”) and a template tender instruction (the “Tender Instruction”) each available on the designated website http://roemercapital.com/news/headhunter (collectively, the “Tender Documents”).

Roemer Capital is a private company limited by shares, incorporated and registered in the Republic of Cyprus with company number HE 333287, whose registered office is at Georgiou Karaiskaki, 17, LIMASSOL BUSINESS CENTRE, Floor 4, Office 4, 3032 Limassol, Cyprus. Roemer Capital is authorised and regulated by the Cyprus Securities and Exchange Commission of P.O. BOX 24996, 1306 Nicosia, Cyprus, CIF Licence Number 305/16.

TENDER DOCUMENTS

Memorandum: Link

Tender Instruction: Link

THE INFORMATION CONTAINED HEREIN AND IN THE TENDER DOCUMENTS IS ADDRESSED EXCLUSIVELY TO ELIGIBLE SELLERS (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) AND THEIR AUTHORISED REPRESENTATIVES AND AGENTS.

THE PURCHASER EXPRESSLY RESERVES ITS RIGHTS, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REJECT ANY TENDER INSTRUCTIONS, NOT TO ACCEPT ANY TENDERED ADSs, NOT TO PURCHASE ANY ELIGIBLE ADSs (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) OR TO EXTEND, RE-OPEN, WITHDRAW OR TERMINATE THE TENDER DOCUMENTS AND TO AMEND OR WAIVE ANY OF THE TERMS AND CONDITIONS OF THE TENDER DOCUMENTS IN ANY MANNER. THE PURCHASER WILL NOT IN ANY CIRCUMSTANCES BE LIABLE FOR ANY COSTS, EXPENDITURE, WORK OR EFFORT INCURRED BY ANY TENDERER IN CARRYING OUT ENQUIRIES IN RELATION TO, PROCEEDING WITH, OR PARTICIPATING IN, ANY TRANSACTION UNDER THE TENDER DOCUMENTS, INCLUDING IF THE TENDER DOCUMENTS ARE WITHDRAWN, TERMINATED OR AMENDED BY THE PURCHASER.

THE PURCHASER MAKES NO RECOMMENDATION AS TO WHETHER AN ELIGIBLE SELLER SHOULD OR SHOULD NOT TENDER ELIGIBLE ADSs PURSUANT TO THE TENDER DOCUMENTS. ALL ELIGIBLE SELLERS SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE.

THE PURCHASER SHALL NOT BE LIABLE IF THE SETTLEMENT OF ANY TRANSACTION ENTERED INTO IN ACCORDANCE WITH THE TENDER DOCUMENTS COULD NOT BE COMPLETED FOR ANY REASON.

NEITHER THIS ANNOUNCEMENT NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE ADSs (AND TENDERS OF ADSs FOR PURCHASE PURSUANT TO THE INVITATION TO TENDER WILL NOT BE ACCEPTED FROM ELIGIBLE SELLERS) IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

FOR FURTHER INFORMATION

Roemer Capital (Europe) Limited
Georgiou Karaiskaki, 17
LIMASSOL BUSINESS CENTRE, Floor 4, Office 4
3032 Limassol
Cyprus

http://roemercapital.com/news/headhunter

tender3@roemercapital.com