Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 37)*

 

 

MECHEL PAO

(Name of Issuer)

COMMON SHARES, PAR VALUE 10 RUSSIAN RUBLES PER SHARE

AMERICAN DEPOSITARY SHARES, EACH ADS REPRESENTING TWO COMMON SHARES

(Title of Class of Securities)

RU000A0DKXV5

583840103

(CUSIP Number)

Alexey Lukashov

Krasnoarmeyskaya str., 1

125167 Moscow,

Russian Federation

+7 495 2218888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 27, 2019

(Date of Event which Requires Filing of this Statement)

 

 

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  ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

 

 

CUSIP No. RU000A0DKXV5; 583840103

 

1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   Igor V. Zyuzin
2.		Check the Appropriate Box if a member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Russian Federation

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   110,206,451
				8.		Shared Voting Power   1,928,156
				9.		Sole Dispositive Power   110,206,451
				10.		Shared Dispositive Power   1,928,156

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   112,134,607
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   26.94%
14.		Type of Reporting Person (See Instructions)   IN

 

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CUSIP No. RU000A0DKXV5; 583840103

 

1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   Irina V. Zyuzina
2.		Check the Appropriate Box if a member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Russian Federation

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   1,395,832
				8.		Shared Voting Power   78,510,005
				9.		Sole Dispositive Power   1,395,832
				10.		Shared Dispositive Power   78,510,005

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   79,905,837
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   19.20%
14.		Type of Reporting Person (See Instructions)   IN

 

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CUSIP No. RU000A0DKXV5

 

1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   MetHol OOO
2.		Check the Appropriate Box if a member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Russian Federation

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   77,838,103
				8.		Shared Voting Power   614,086
				9.		Sole Dispositive Power   77,838,103
				10.		Shared Dispositive Power   614,086

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   78,452,189
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   18.85%
14.		Type of Reporting Person (See Instructions)   CO

 

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CUSIP No. RU000A0DKXV5; 583840103

 

1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   JSC IC BASK
2.		Check the Appropriate Box if a member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Russian Federation

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   1,866,929
				8.		Shared Voting Power   45,324
				9.		Sole Dispositive Power   1,866,929
				10.		Shared Dispositive Power   45,324

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,912,253
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   0.46%
14.		Type of Reporting Person (See Instructions)   CO

 

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CUSIP No. RU000A0DKXV5; 583840103

 

1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   OOO BASK-MED
2.		Check the Appropriate Box if a member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Russian Federation

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   23,381
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   23,381
				10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   23,381
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   0.01%
14.		Type of Reporting Person (See Instructions)   CO

 

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CUSIP No. RU000A0DKXV5; 583840103

 

1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   OOO BASK-MED Region
2.		Check the Appropriate Box if a member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Russian Federation

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   34,435
				8.		Shared Voting Power   -0-
				9.		Sole Dispositive Power   34,435
				10.		Shared Dispositive Power   -0-

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   34,435
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   0.01%
14.		Type of Reporting Person (See Instructions)   CO

 

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CUSIP No. RU000A0DKXV5; 583840103

 

1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   JSC COALMETBANK
2.		Check the Appropriate Box if a member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Russian Federation

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   614,086
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   614,086
				10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   614,086
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   0.15%
14.		Type of Reporting Person (See Instructions)   CO

 

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Item 1.

Security and Issuer

This Amendment to Schedule 13D (the Schedule 13D) further amends the Schedule 13D originally filed by the Reporting Persons (as defined below) on July 21, 2008 (the Original Schedule 13D), as amended and restated on June 19, 2009, August 20, 2009, December 30, 2009, March 17, 2010, April 22, 2010, July 12, 2010, October 14, 2010, March 4, 2011, April 21, 2011, May 12, 2011, September 8, 2011, October 7, 2011, December 30, 2011, April 16, 2012, May 23, 2012, July 16, 2012, August 22, 2012, September 12, 2012, September 21, 2012, March 13, 2013, June 3, 2013, July 17, 2013, July 22, 2013, November 29, 2013, April 15, 2014, July 3, 2014, August 21, 2014, December 11, 2014, May 12, 2016, October 19, 2017, June 14, 2018, August 8, 2018, March 5, 2019, July 08, 2019, September 30, 2019 and October 24, 2019 (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 two Common Shares. The principal executive offices of the Issuer are located at Krasnoarmeyskaya str. 1, Moscow, 125167, Russian Federation.

 

Item 2.

Identity and Background

(a) - (c) and (f). This Schedule 13D is filed by Igor V. Zyuzin, a natural person and a citizen of the Russian Federation (Mr. Zyuzin); Irina V. Zyuzina, a natural person and a citizen of the Russian Federation (Mrs. Zyuzina); MetHol OOO, a limited liability company organized under the laws of the Russian Federation (MetHol); JSC IC BASK, a joint stock company organized under the laws of the Russian Federation (BASK); BASK-MED OOO, a limited liability company organized under the laws of the Russian Federation (BASK-MED); BASK-MED Region OOO, a limited liability company organized under the laws of the Russian Federation (BASK-MED Region) and JSC COALMETBANK, joint-stock company organized under the laws of the Russian Federation (Coalmetbank) (together, the Reporting Persons).

Mr. Zyuzin co-founded the Issuer in 2003 and was the Issuers chief executive officer from December 2006 until July 2010. Mr. Zyuzin is also the chairman of the board of directors of the Issuer. Mr. Zyuzins principal business address is at the Issuers principal executive office at Krasnoarmeyskaya str. 1, Moscow, 125167, Russian Federation.

Mrs. Zyuzina does not hold any official positions. Her principal address is at 19-6 Tverskoy Boulevard, Moscow, 123104, Russian Federation.

MetHol is a limited company organized under the laws of the Russian Federation whose principal business is to make private investments. Mrs. Zyuzina owns 34% of the outstanding equity interests in MetHol. The principal business office address of MetHol is Krasnoarmeyskaya str.1, Moscow, 125167, Russian Federation. The names of the executive officers and directors of MetHol, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held		Business Address		Citizenship		Principal Occupation or Employment
Tatyana Ifutina General Director		Krasnoarmeyskaya str., 1 Moscow, 125167, Russian Federation		Russian Federation		Assistant of the Chairman of the Board of Directors of Mechel PAO, Krasnoarmeyskaya str., 1, Moscow, 125167, Russian Federation.

BASK is a joint stock company organized under the laws of the Russian Federation whose principal business is to make private investments. Mr. Zyuzin owns 93.56% of the outstanding equity interests in BASK. The principal business office address of BASK is Tsinkzavodskoy per. 8A, Belovo, Kemerovskaya oblast, 652600, Russian Federation. The names of the executive officers and directors of BASK, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held		Business Address		Citizenship		Principal Occupation or Employment
Rimma Chmaro General Director		Tsinkzavodskoy per., 8A, Belovo, Kemerovskaya oblast, 652600, Russian Federation.		Russian Federation		General Director of BASK, Tsinkzavodskoy per., 8A, Belovo, Kemerovskaya oblast, 652600, Russian Federation.

 

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BASK-MED is a limited liability company organized under the laws of the Russian Federation whose principal business is to make private investments. Mrs. Zyuzina owns 95% of the outstanding equity interests in BASK-MED and Mr. Zyuzin indirectly owns 4.68% of the outstanding equity interests in BASK-MED. The principal business office address of BASK-MED is Komarova str. 11, Mezhdurechensk, Kemerovskaya oblast, 652870, Russian Federation. The names of the executive officers and directors of BASK-MED, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held		Business Address		Citizenship		Principal Occupation or Employment
Marina Makarova General Director		Komarova str. 11, Mezhdurechensk, Kemerovskaya oblast, 652870, Russian Federation.		Russian Federation		General Director of BASK-MED, Komarova str. 11, Mezhdurechensk, Kemerovskaya oblast, 652870, Russian Federation.

BASK-MED Region is a limited liability company organized under the laws of the Russian Federation whose principal business is to make private investments. Mrs. Zyuzina owns 95% of the outstanding equity interests in BASK-MED Region and Mr.Zyuzin indirectly owns 4.68% of the outstanding equity interests in BASK-MED Region. The principal business office address of BASK-MED Region is Yudina str.16, Mezhdurechensk, Kemerovskaya oblast, 652870, Russian Federation. The names of the executive officers and directors of BASK-MED Region, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held		Business Address		Citizenship		Principal Occupation or Employment
Marina Makarova General Director		Yudina str. 16, Mezhdurechensk, Kemerovskaya oblast, 652870, Russian Federation,		Russian Federation		General Director of BASK-MED Region, Yudina str. 16, Mezhdurechensk, Kemerovskaya oblast, 652870, Russian Federation,

Coalmetbank is a joint-stock company organized under the laws of the Russian Federation whose principal business is to make private investments. Mr. Zyuzin directly and indirectly owns 9.53% of the outstanding equity interests in Coalmetbank and Mrs. Zyuzina indirectly owns 30.4% of the outstanding equity interests in Coalmetbank. The principal business office address of Coalmetbank is Molodogvardeytzev str., 17B, Chelyabinsk, 454138, Russian Federation. The names of the executive officers and directors of Coalmetbank, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held		Business Address		Citizenship		Principal Occupation or Employment
Tatyana Bessmertnykh Chairman of the Board		Molodogvardeytzev str.17B, Chelyabinsk, 454138, Russian Federation.		Russian Federation		Chairman of the Board of Coalmetbank, Molodogvardeytzev str.17B, Chelyabinsk, 454138, Russian Federation.

(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.

 

Item 3.

Source and Amount of Funds or Other Consideration

Mr. Zyuzin co-founded the Issuer in 2003 and has maintained a significant stake in the Issuer since then.

 

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Item 4.

Purpose of Transaction

The Reporting Persons beneficially own 46.13% 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, the Reporting Persons have the power to control the outcome of most matters to be decided by vote at a shareholders meeting and can control the appointment of the majority of directors and the removal of all of the elected directors.

The 10b5-1 Purchase Instruction set out in the Original Schedule 13D was terminated and no purchases thereunder were made.

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.

As the chairman of the board of directors and controlling shareholder of the Issuer, at any given time, Mr. Zyuzin may be involved in discussions, plans or proposals which relate to or, if effected, may result in any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.

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.

Interest in Securities of the Issuer

(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 September 30, 2019.

As of today, the Reporting Persons beneficially own 46.13% of the Common Shares.

Mr. Zyuzin is the record owner of 110,206,451 Common Shares, which represent 26.47% of Common Shares, Mrs. Zyuzina is the record owner of 1,395,832 Common Shares, which represent 0.34% of Common Shares, MetHol is the record owner of 77,838,103 Common Shares, which represent 18.70% of Common Shares, BASK is the record owner of 1,866,929 Common Shares, which represent 0.45% of Common Shares, BASK-MED is the record owner of 23,381 Common Shares, which represent 0.01% of Common Shares, BASK-MED Region is the owner of 34,435 Common Shares, which represent 0.01% of Common Shares and Coalmetbank is the owner of 614,086 Common Shares, which represent 0.15% of Common Shares.

Mr. Zyuzin owns 93.56% of the outstanding equity interests in JSC IC BASK and may therefore be deemed to share beneficial ownership of Common Shares held of record by JSC IC BASK.

Mr. Zyuzin indirectly owns 4.68% of the outstanding equity interests in BASK-MED and may therefore be deemed to share beneficial ownership of 1,094 Common Shares held of record by BASK-MED.

Mr. Zyuzin indirectly owns 4.68% of the outstanding equity interests in BASK-MED Region and may therefore be deemed to share beneficial ownership of 1,611 Common Shares held of record by BASK-MED Region.

Mr. Zyuzin directly and indirectly owns 9.53% of the outstanding equity interests in Coalmetbank and may therefore be deemed to share beneficial ownership of 58,522 Common Shares held of record by Coalmetbank.

Mrs. Zyuzina owns 34% of the outstanding equity interests in MetHol and may therefore be deemed to share beneficial ownership of Common Shares held of record by MetHol.

Mrs. Zyuzina owns 95% of the outstanding equity interests in BASK-MED and may therefore be deemed to share beneficial ownership of Common Shares held of record by BASK-MED.

Mrs. Zyuzina owns 95% of the outstanding equity interests in BASK-MED Region and may therefore be deemed to share beneficial ownership of Common Shares held of record by BASK-MED Region.

 

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Mrs. Zyuzina indirectly owns 30.40% of the outstanding equity interests in Coalmetbank and may therefore be deemed to share beneficial ownership of Common Shares held of record by Coalmetbank.

MetHol owns 89.43% of the outstanding equity interests in Coalmetbank and may therefore be deemed to share beneficial ownership of Common Shares held of record by Coalmetbank.

BASK owns 5% of the outstanding equity interests in BASK-MED and may therefore be deemed to share beneficial ownership of 1,169 Common Shares held of record by BASK-MED.

BASK owns 5% of the outstanding equity interests in BASK-MED Region and may therefore be deemed to share beneficial ownership of 1,722 Common Shares held of record by BASK-MED Region.

BASK owns 6.91% of the outstanding equity interests in Coalmetbank and may therefore be deemed to share beneficial ownership of 42,433 Common Shares held of record by Coalmetbank.

Consequently, the Reporting Persons may be deemed to be a group within the meaning of Section 13(d) of the Act and Rule 13d-5(b)(1) promulgated thereunder with respect to their holdings of Common Shares.

In November 2019, BASK acquired 303,470 Common Shares in the course of trading sessions on the Moscow Exchange.

In November 2019, Mrs. Zyuzina acquired 46,320 Common Shares in the course of trading sessions on the Moscow Exchange.

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:

 

Reporting Person		Number of Common Shares Beneficially Owned				Percentage of Common Shares
Mr. Zyuzin			112,134,607				26.94	%
BASK			1,866,929				0.45	%
BASK-MED			23,381				0,01	%
BASK-MED Region			34,435				0,01	%
Coalmetbank			614,086				0.15	%
Mrs. Zyuzina			79,905,837				19.20	%
MetHol			78,452,189				18.85	%

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer

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.

 

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Item 7.

Material to be Filed as Exhibits

 

Exhibit No.		Description
1		Joint Filing Agreement

 

13

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: November 27, 2019

 

 

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EXHIBIT INDEX

 

Exhibit No.		Description
1		Joint Filing Agreement

 

15

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the Common Shares and ADSs of Mechel PAO, and further agree that this Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

In evidence thereof the undersigned, being duly authorized, hereby execute this agreement on November 27, 2019.

 

 

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