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 ☐.
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) ☒
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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
98,360,505
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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
98,360,505
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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)
23.63%
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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)
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) ☒
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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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3
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1.
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Name of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Bonoro Limited
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2.
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Check the Appropriate Box if a member
of a Group (See Instructions)
(a) ☐ (b) ☒
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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
20,533,508
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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
20,533,508
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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)
4.93%
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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 the Schedule 13D originally filed by the Reporting Persons on December 11, 2014 (the
Original Schedule 13D
), as amended and restated on May 12, 2016 (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 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
); Bonoro Limited, a Limited company organized under the laws of the Republic of Cyprus (
Bonoro
) 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.
Bonoro
is a limited company organized under the laws of the Republic of Cyprus whose principal business is to
make private investments. Ms. Zyuzina beneficially owns all the outstanding equity interests in Bonoro. The principal business office address of Bonoro is Kyvelis, 11, RANIA COURT, Flat/Office 001, Agioi Omologites, 1087 Nicosia, Republic of
Cyprus. The names of the executive officers and directors of Bonoro, 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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Irina Auzin
Director
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Kyvelis, 11, RANIA
COURT, Flat/Office 001,
Agioi Omologites, 1087,
Nicosia
Republic of Cyprus
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Republic of Cyprus
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Executive in Corporate
Compliance and
Administration Services at
Socmark Nominee Services
Limited, Kyvelis, 11,
RANIA COURT,
Flat/Office 001, Agioi
Omologites, 1087 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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1 Krasnoarmeyskaya St.,
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,
1 Krasnoarmeyskaya St.,
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.
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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 23.63% 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 September 30, 2017.
MetHol is the record owner of 77,826,997 Common Shares, which represents 18.70% of the Common Shares, and Bonoro is the the record owner of
20,533,508 Common Shares, which represents 4.93% of the Common Shares.
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.
Ms. Zyuzina owns all
of the outstanding equity interests in Bonoro, and, therefore, beneficially owns all Common Shares owned by Bonoro.
In October 2017,
Bonoro acquired 20,533,508 Shares from Calridge and pledged such Shares as part of a financing transaction with Callender Trading Limited. The proceeds of the financing transaction were transferred to Calridges order in consideration for the
Shares.
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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98,360,505
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23.63
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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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Bonoro
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20,533,508
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4.93
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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: October 19, 2017
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KSENIA I. ZYUZINA
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/s/ Ksenia I. Zyuzina
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BONORO LIMITED
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By:
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/s/ Irina Auzin
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Name:
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Irina Auzin
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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
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 October 19, 2017.
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KSENIA I. ZYUZINA
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/s/ Ksenia I. Zyuzina
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BONORO LIMITED
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By:
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/s/ Irina Auzin
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Name:
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Irina Auzin
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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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10