If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
¨
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The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP No. RU000A0DKXV5; 583840103
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1.
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Name of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Ksenia I. Zyuzina
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2.
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Check the Appropriate Box if a member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Russian Federation
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Number of
Shares Beneficially Owned by Each Reporting Person
With
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7.
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Sole Voting Power
-0-
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8.
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Shared Voting Power
77,826,997
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9.
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Sole Dispositive Power
-0-
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10.
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Shared Dispositive Power
77,826,997
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
77,826,997
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
18.70%
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14.
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Type of Reporting Person (See
Instructions)
IN
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2
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1.
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Name of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Bellasis Holdings Limited
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2.
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Check the Appropriate Box if a member
of a Group (See Instructions)
(a)
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(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Republic of Cyprus
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
-0-
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
-0-
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
-0-
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14.
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Type of Reporting Person (See
Instructions)
CO
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3
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1.
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Name of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MetHol OOO
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2.
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Check the Appropriate Box if a member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Russian Federation
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
77,826,997
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8.
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Shared Voting Power
-0-
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9.
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Sole Dispositive Power
77,826,997
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10.
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Shared Dispositive Power
-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
77,826,997
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
18.70%
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14.
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Type of Reporting Person (See
Instructions)
CO
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4
Item 1.
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Security and Issuer
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This Amendment to Schedule 13D (the
Schedule
13D
) further amends and restates in its entirety the Schedule 13D originally filed by the Reporting Persons on December 11, 2014 (the
Amended Schedule 13D
) and relates to common shares, par value 10 Russian rubles
per share (the
Common Shares
), of Mechel PAO, a public joint-stock company incorporated under the laws of the Russian Federation (the
Issuer
) and the Issuers American Depositary Shares
(
ADSs
), each ADS representing one Common Share. The principal executive offices of the Issuer are located at 1 Krasnoarmeyskaya St., Moscow 125167, Russian Federation.
Item 2.
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Identity and Background
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(a) - (c) and (f). This Schedule 13D is filed by Ksenia I.
Zyuzina, a natural person and a citizen of the Russian Federation (
Ms. Zyuzina
); Bellasis Holdings Limited, a limited company organized under the laws of the Republic of Cyprus (
Bellasis
) and MetHol OOO, a
limited liability company organized under the laws of the Russian Federation (
MetHol
) (collectively, the
Reporting Persons
).
Ms. Zyuzina is a Chartering Director of Met Shipping (The Hague) B.V. Ms. Zyuzinas principal address is at Parkstraat 20, 2514 JK, the Hague, the
Netherlands.
Bellasis
is a limited company organized under the laws of Cyprus whose principal business is to make private
investments. MetHol owns all the outstanding equity interests in Bellasis. The principal business office address of Bellasis is 3 Themistokli Dervi, Julia House, PC 1066, Nicosia, Republic of Cyprus. The names of the executive officers and directors
of Bellasis, their addresses, citizenship and principal occupations are as follows:
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Name and Office Held
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Business Address
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Citizenship
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Principal Occupation or
Employment
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Xenia Koustai
Director
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3 Themistokli Dervi
Julia House
PC 1066, Nicosia
Republic of Cyprus
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Republic of Cyprus
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Principal Manager of Company Administration Services at Stelios Panayides LLC Law Office, a provider of corporate administration services; Panlaw House, 31, Gladstonos Street, 1095 Nicosia, Republic of Cyprus
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Stelios Panayides
Director
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3 Themistokli Dervi
Julia House
PC 1066, Nicosia
Republic of Cyprus
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Republic of Cyprus
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Principal Manager of Company Administration Services at Stelios Panayides LLC Law Office, a provider of corporate administration services; Panlaw House, 31, Gladstonos Street, 1095 Nicosia, Republic of Cyprus
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MetHol
is a limited company organized under the laws of the Russian Federation whose principal business is to make
private investments. Ms. Zyuzina owns 33% of the outstanding equity interests in MetHol. The principal business office address of MetHol is 1 Krasnoarmeyskaya St, Moscow 125167, Russian Federation. The names of the executive officers and
directors of MetHol, their addresses, citizenship and principal occupations are as follows:
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Name and Office Held
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Business Address
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Citizenship
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Principal Occupation or
Employment
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Tatyana Ifutina
General Director
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Krasnoarmeyskaya str., 1
Moscow 125167
Russian Federation
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Russian Federation
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Assistant of the Chairman of the Board of Directors of Mechel PAO, Mechel PAO, Krasnoarmeyskaya str., 1, Moscow, Russian Federation, 125167
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(d) and (e). To the best knowledge of the Reporting Persons, none of the persons or entities identified in
this Item 2 has, during the five years preceding the date of this Schedule 13D, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
5
Item 3.
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Source and Amount of Funds or Other Consideration
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Igor V. Zyuzin (
Mr.
Zyuzin
) gifted 33% of the outstanding equity interest in MetHol to Ms. Zyuzina for family reasons for no consideration. Mr. Zyuzin co-founded the Issuer in 2003 and has maintained a significant stake in the Issuer since then.
Item 4.
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Purpose of Transaction
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Ms. Zyuzina beneficially owns approximately 18.70% of the Common
Shares. Except in certain cases as provided by the Federal Law On Joint-Stock Companies, dated December 26, 1995, as amended, resolutions at a shareholders meeting of the Issuer are adopted by a simple majority in a meeting at
which shareholders holding more than half of the voting shares of the Issuer are present or represented. Accordingly, Ms. Zyuzina has no power individually to control matters to be decided by vote at a shareholders meeting and cannot
control the appointment of the majority of directors and the removal of all of the elected directors.
No Reporting Person has any present
plan or proposal to acquire or dispose of any Common Shares, ADSs or GDSs, although consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Shares, ADSs, or GDSs or dispose of any
or all of its Common Shares, ADSs or GDSs, as applicable, depending upon prevailing market, economic and other conditions, other investment and business opportunities available to the Reporting Persons, liquidity requirements of the Reporting
Persons, tax considerations and/or other investment considerations.
None of the Reporting Persons has any plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5.
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Interest in Securities of the Issuer
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(a) (b). All percentages of Common Shares
disclosed in this Schedule 13D are calculated based on an aggregate total of 416,270,745 Common Shares, including Common Shares underlying ADSs and GDSs, issued and outstanding as of March 31, 2016.
As of today, MetHol is the record owner of 77,826,997 Common Shares, which represents 18.70% of the Common Shares.
Belasis was the record owner of 75,000,000 Common Shares and additionally acquired from Calridge Limited, a limited company organized under
the laws of the Republic of Cyprus (
Calridge
), a further 2,826,997 Common Shares. In 2016, Bellasis transferred 77,826,997 Common Shares, representing its entire shareholding in the Issuer, to MetHol in consideration for the
dividends distributed by Bellasis.
In 2016 MetHol acquired 10% of the outstanding equity interests of Bellasis from Calridge in
consideration for the cancellation of a loan made by MetHol to Calridge.
Ms. Zyuzina owns 33% of the outstanding equity interests in
MetHol and may therefore be deemed to share beneficial ownership of the Common Shares held of record by MetHol.
As a result of the
relationships and shareholdings described above, the Reporting Persons may be deemed to beneficially own Common Shares as of today as follows:
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Reporting Person
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Number of Common
Shares Beneficially Owned
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Percentage of
Common Shares
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Ms. Zyuzina
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77,826,997
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18.70
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%
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MetHol
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77,826,997
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18.70
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%
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(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer
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None of the Reporting Persons or, to the best knowledge of the Reporting Persons, the other persons named in Item 2, is a party to any
contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finders fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except the arrangements and relationships described in Item 5 above.
Item 7.
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Material to be Filed as Exhibits
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Exhibit
No.
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Description
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1
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Joint Filing Agreement
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7
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned hereby certifies that the information set forth
in this statement is true, complete and correct.
Date: May 12, 2016
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KSENIA I. ZYUZINA
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/s/ Ksenia I. Zyuzina
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BELLASIS HOLDINGS LIMITED
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By:
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/s/ Xenia Koustai
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Name:
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Xenia Koustai
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Title:
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Director
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METHOL OOO
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By:
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/s/ Tatyana Ifutina
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Name:
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Tatyana Ifutina
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Title:
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General Director
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8
EXHIBIT INDEX
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Exhibit
No.
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Description
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1
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Joint Filing Agreement
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9