UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 26)*

 

 

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)

April 27, 2022

(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 person’s 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)

 

  Ksenia I. 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

 

  330

     8.   

  Shared Voting Power

 

  86,429,931

     9.   

  Sole Dispositive Power

 

  330

   10.   

  Shared Dispositive Power

 

  85,577,498

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  86,430,261

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  20.76%

14.  

  Type of Reporting Person (See Instructions)

 

  IN

 

2


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

 

  77,766,558

     8.   

  Shared Voting Power

 

  12,312,134

     9.   

  Sole Dispositive Power

 

  77,766,558

   10.   

  Shared Dispositive Power

 

  1,508,076

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  90,078,692

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  21.64%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

3


CUSIP No. RU000A0DKXV5

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  Swan Agency Ltd.

  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

 

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  3,478,122

     8.   

  Shared Voting Power

 

  96,043

     9.   

  Sole Dispositive Power

 

  3,478,122

   10.   

  Shared Dispositive Power

 

  5,770

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,574,165

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  0.86%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

4


CUSIP No. RU000A0DKXV5

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  Roderika Limited

  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

 

  Republic of Cyprus

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  2,050,989

     8.   

  Shared Voting Power

 

  56,635

     9.   

  Sole Dispositive Power

 

  12,050,989

   10.   

  Shared Dispositive Power

 

  3,402

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  2,107,624

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  0.51%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

5


CUSIP No. RU000A0DKXV5

 

  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

 

  817,515

     8.   

  Shared Voting Power

 

  22,574

     9.   

  Sole Dispositive Power

 

  817,515

   10.   

  Shared Dispositive Power

 

  1,356

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  840,089

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  0.20%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

6


CUSIP No. RU000A0DKXV5

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  MET SHIPPING PTE. LTD.

  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

 

  Republic of Singapore

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  1,409,829

     8.   

  Shared Voting Power

 

  38,930

     9.   

  Sole Dispositive Power

 

  1,409,829

   10.   

  Shared Dispositive Power

 

  2,339

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,448,759

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  0.35%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

7


CUSIP No. RU000A0DKXV5

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  SKYBLOCK LIMITED

  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

 

  Republic of Cyprus

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  690,561

     8.   

  Shared Voting Power

 

  -0-

     9.   

  Sole Dispositive Power

 

  690,561

   10.   

  Shared Dispositive Power

 

  -0-

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  690,561

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  0.17%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

8


CUSIP No. RU000A0DKXV5

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  YAKUTUGOL JSHC

  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

 

  10,804,058

     8.   

  Shared Voting Power

 

  -0-

     9.   

  Sole Dispositive Power

 

  -0-

   10.   

  Shared Dispositive Power

 

  -0-

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  10,804,058

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  2.60%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

9


Item 1. Security and Issuer

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, October 19, 2017, November 1, 2018, December 6, 2018, December 12, 2018, March 5, 2019, September 30, 2019, October 24, 2019, November 27, 2019, December 31, 2019, February 10, 2020, March 18, 2020, April 07, 2020, October 27, 2020, January 27, 2021, February 09, 2021, April 19, 2021, May 21, 2021, June 01, 2021, August 03, 20211, September 16, 2021, October 7, 2021, November 12, 2021, December 22, 2021 and February 10, 2022 (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 Issuer’s American Depositary Shares (“ADSs”), each ADS representing two Common Shares. The principal executive offices of the Issuer are located at Krasnoarmeyskaya str., 1, 125167, Moscow, Russian Federation.

Item 2. Identity and Background

(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”); MetHol OOO, a limited liability company organized under the laws of the Russian Federation (“MetHol”), Swan Agency Ltd., a company limited by shares organized under the laws of the British Virgin Islands (“Swan”), Roderika Limited, a limited liability company organized under the laws of the Republic of Cyprus (“Roderika”), JSC COALMETBANK, joint-stock company organized under the laws of Russian Federation (“Coalmetbank”), MET SHIPPING PTE. LTD., exempt private company limited by shares organized under the laws of the Republic of Singapore (“Met Shipping”), Skyblock Limited, limited liability company organized under laws of the Republic of Cyprus (“Skyblock”) and YAKUTUGOL JSHC, joint-stock holding company organized under the laws of the Russian Federation (“Yakutugol”) (collectively, the “Reporting Persons”).

Ms. Zyuzina is a Manager at Roderika Limited. Ms. Zyuzina’s principal address is at Apt. 13, 1st floor, ESTIA BUILDING, 49 Alexander the Great street, 3041 Limassol, Cyprus.

MetHol is a limited liability company organized under the laws of the Russian Federation which 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 Krasnoarmeyskaya str., 1, 125167, Moscow, Russian Federation. The names of the executive officer and director 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.

Swan is a company limited by shares organized under the laws of the British Virgin Islands which principal business is to make private investments. Ms. Zyuzina owns all the outstanding equity interests in Swan. The principal business office address of Swan is Nerine Chambers, P.O. Box 905, Road Town, Tortola, British Virgin Islands. The names of the executive officers and directors of Swan, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Andreas S. Petrou

Director

  

2 Romanou Street, Tlais Tower, 5th & 6th Floor,

Flat / Office 501 &601, 1070 Nicosia, Republic of Cyprus

   Republic of Cyprus   

Advocate, 2 Romanou Street, Tlais Tower, 5th & 6th Floor,

Flat / Office 501 &601, 1070 Nicosia, Republic of Cyprus

Roderika is a limited liability company organized under the laws of the Republic of Cyprus whose principal business is to make private investments. Ms. Zyuzina owns all the outstanding equity interests in Roderika. The principal business office address of Roderika is Theklas A. Lysioti, KIRZIS CENTER, BLOCK A, 3rd Floor, Flat/Office A31, 3030, Limassol, Cyprus. The names of the executive officers and directors of Roderika, their addresses, citizenship and principal occupations are as follows:

 

10


Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Xenia Georgiades

Director

   Theklas A. Lysioti, KIRZIS CENTER, BLOCK A, 3rd Floor, Flat/Office A31, 3030, Limassol, Cyprus    Republic of Cyprus    Director of Legacom Translation Limited, 2, Georgiou Markidi, Floor 1, Flat 1, 1066, Nicosia, Cyprus

Coalmetbank is a joint-stock company organized under the laws of the Russian Federation which principal business is to make private investments. Ms. Zyuzina indirectly owns 29.51% of the outstanding equity interests in Coalmetbank as she owns 33% of the outstanding equity interests in MetHol and MetHol owns 89.43% 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.

Met Shipping is an exempt private company limited by shares organized under the laws of the Republic of Singapore which principal business is ship brokering service. Ms. Zyuzina owns all the outstanding equity interests in Met Shipping. The principal business office address of Met Shipping is 8 Temasek Boulevard #42, Suntec Tower Three, 038988, Singapore. The names of the executive officers and directors of Met Shipping, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Ksenia Zyuzina

Director

   Parkstraat 20, 2514 JK, the Hague, the Netherlands.    Russian Federation    Managing Director of Met Shipping (The Hague) B.V., Parkstraat 20, 2514 JK, the Hague, the Netherlands.

Mohamed Yousuf Adil Akbar Khan

Managing Director

   8 Temasek Boulevard #42, Suntec Tower Three, 038988, Singapore.    Republic of Singapore    Managing Director of Met Shipping Pte. Ltd., 8 Temasek Boulevard #42, Suntec Tower Three, 038988, Singapore.

Skyblock is a limited liability company organized under the laws of the Republic of Cyprus whose principal business is to make private investments. Ms. Zyuzina indirectly owns 7.89% of the outstanding equity interests in Skyblock. The principal business office address of Skyblock is 27 Michalakopoulou street, 1075 Nicosia, Cyprus. The names of the executive officers and directors of Skyblock, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Lina Metelina

Director

   27 Michalakopoulou street, 1075 Nicosia, Cyprus    Russian Federation    Director of Skyblock, 27 Michalakopoulou street, 1075 Nicosia, Cyprus.

Yakutugol is a joint-stock holding company organized under the laws of the Russian Federation which principal business is producing of low-volatile hard coking coal. Ms. Zyuzina indirectly owns 7.89% of the outstanding equity interests in Yakutugol. The principal business office address of Yakutugol is Lenina Ave. 3/1, Neryungri, Republic of Sakha (Yakutia), 678960, Russian Federation. The names of the executive officers and directors of Yakutugol, their addresses, citizenship and principal occupations are as follows:

 

11


Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Andrey Pazinach General Director of Mechel-Mining Management Company OOO    Lenina Ave. 3/1, Neryungri, Republic of Sakha (Yakutia), 678960, Russian Federation    Russian Federation    General Director of Mechel-Mining Management Company OOO, Krasnoarmeyskaya str., 1, Moscow, 125167, 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

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. Purpose of Transaction

Ms. Zyuzina beneficially owns approximately 20.76% 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. 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 March 31, 2022.

Ms. Zyuzina is the record owner of 330 Common Shares, which represent 0.0001% of Common Shares, MetHol is the record owner of 77,766,558 Common Shares, which represent 18.68% of Common Shares, Swan is the record owner of 3,478,122 Common Shares, which represent 0.84% of Common Shares, Roderika is the record owner of 2,050,989 Common Shares, which represent 0.49% of Common Shares, Coalmetbank is the record owner of 817,515 Common Shares, which represent 0.20% of Common Shares, Met Shipping is the record owner of 1,409,829 Common Shares, which represent 0.34% of Common Shares, Skyblock is the record owner of 690,561 of Common Shares, which represent 0.17% of Common Shares and Yakutugol is the record owner of 10,804,058 Common Shares, which represent 2.60% of Common Shares.

Ms. Zyuzina owns 33% of the outstanding equity interests in MetHol and may therefore be deemed to share beneficial ownership of Common Shares held of record by MetHol.

 

12


Ms. Zyuzina owns all of the outstanding equity interests in Swan, and, therefore, beneficially owns all Common Shares owned by Swan.

Ms. Zyuzina owns all of the outstanding equity interests in Roderika, and, therefore, beneficially owns all Common Shares owned by Roderika.

Ms. Zyuzina owns all of the outstanding equity interests in Met Shipping, and, therefore, beneficially owns all Common Shares owned by Met Shipping.

Ms. Zyuzina indirectly owns 29.51% of the outstanding equity interests in Coalmetbank and may be deemed to share beneficial ownership of Common Shares held of record by Coalmetbank.

Ms. Zyuzina indirectly owns 7.89% of the outstanding equity interests in Skyblock and may be deemed to share beneficial ownership of 54,485 Common Shares held of record by Skyblock.

Ms. Zyuzina indirectly owns 7.89% of the outstanding equity interests in Yakutugol and may be deemed to share beneficial ownership of 852,433 Common Shares held of record by Yakutugol.

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.

MetHol indirectly owns 18.86%of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of Common Shares held of record by Skyblock.

MetHol indirectly owns 18.86% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of Common Shares held of record by Yakutugol.

Coalmetbank indirectly owns 0.20% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 1,356 Common Shares held of record by Skyblock.

Coalmetbank indirectly owns 0.20% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 21,218 Common Shares held of record by Yakutugol.

Swan indirectly owns 0.84% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 5,770 Common Shares held of record by Skyblock.

Swan indirectly owns 0.84% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 90,273 Common Shares held of record by Yakutugol.

Roderika indirectly owns 0.49% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 3,402 Common Shares held of record by Skyblock.

Roderika indirectly owns 0.49% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 53,233 Common Shares held of record by Yakutugol.

Met Shipping indirectly owns 0.34% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 2,339 Common Shares held of record by Skyblock.

Met Shipping indirectly owns 0.34% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 36,591 Common Shares held of record by Yakutugol.

In March 2022 Met Shipping acquired 14,240 Common Shares from Swan at the market price.

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
 

Ms. Zyuzina

     86,430,261        20.76

MetHol

     90,078,692        21.64

Swan

     3,574,165        0.86

Roderika Limited

     2,107,624        0.51

Coalmetbank

     840,089        0.20

Met Shipping

     1,448,759        0.35

Skyblock

     690,561        0.17

Yakutugol

     10,804,058        2.60

 

13


(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, finder’s 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. Material to be Filed as Exhibits

 

Exhibit No.

  

Description

1    Joint Filing Agreement

 

14


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: April 27, 2022

 

KSENIA I. ZYUZINA
 

/s/ Ksenia I. Zyuzina

SWAN AGENCY LTD.
By:  

/s/ Andreas S. Petrou

Name:  

Andreas S. Petrou

Title:   Director
METHOL OOO
By:  

/s/ Tatyana Ifutina

Name:   Tatyana Ifutina
Title:   General Director
RODERIKA LIMITED
By:  

/s/ Xenia Georgiades

Name:   Xenia Georgiades
Title:   Director
JSC COALMETBANK
By:  

/s/ Tatyana Bessmertnykh

Name:   Tatyana Bessmertnykh
Title:   Chairman of the Board
MET SHIPPING PTE. LTD.
By:  

/s/ Mohamed Yousuf Adil Akbar Khan

Name:   Mohamed Yousuf Adil Akbar Khan
Title:   Managing Director
SKYBLOCK LIMITED
By:  

/s/ Lina Metelina

Name:   Lina Metelina
Title:   Director

JSHC Yakutugol

 

15


By:  

/s/ Andrey Pazinich

Name:   Andrey Pazinich
Title:   General Director of Mechel-Mining Management Company OOO

 

16


EXHIBIT INDEX

 

Exhibit No.

  

Description

1    Joint Filing Agreement

 

17


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 April 27, 2022.

 

KSENIA I. ZYUZINA
 

/s/ Ksenia I. Zyuzina

SWAN AGENCY LTD.
By:  

/s/ Andreas S. Petrou

Name:   Andreas S. Petrou
Title:   Director
METHOL OOO
By:  

/s/ Tatyana Ifutina

Name:   Tatyana Ifutina
Title:   General Director
Roderika Limited
By:  

/s/ Xenia Georgiades

Name:   Xenia Georgiades
Title:   Director
JSC COALMETBANK
By:  

/s/ Tatyana Bessmertnykh

Name:   Tatyana Bessmertnykh
Title:   Chairman of the Board

 

18


MET SHIPPING PTE. LTD.
By:  

/s/ Mohamed Yousuf Adil Akbar Khan

Name:   Mohamed Yousuf Adil Akbar Khan
Title:   Managing Director
SKYBLOCK LIMITED
By:  

/s/ Lina Metelina

Name:   Lina Metelina
Title:   Director
JSHC Yakutugol
By:  

/s/ Andrey Pazinich

Name:   Andrey Pazinich
Title:   General Director of Mechel-Mining Management Company OOO

 

19

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