SC 13D/A 1 sc13da-18.htm SCHEDULE 13D, AMENDMENT NO. 18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 18)*
 
TURKCELL ILETISIM HIZMETLERI A.Ş.
(Name of Issuer)
 
Ordinary Shares, nominal value TRY 1.000 per share
(Title of Class of Securities)
 
900111204
(CUSIP Number)
 
Jonathan Muir
Letterone Investment Holdings S.A.
1-3 Boulevard de la Foire
L-1528
 Luxembourg
+352 2638 771
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 9, 2020
(Date of Event which Requires Filing of this Statement)

With copies to:

Sally Pryce
Lorenzo Corte
 Letterone Technology (UK) LLP
 Skadden, Arps, Slate, Meagher & Flom (UK) LLP
Devonshire House, One Mayfair Place
40 Bank Street
London W1J 8AJ
London E14 5DS
United Kingdom
+44 20 7046 6150
United Kingdom
+44 20 7519 7000


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 §240.13d-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 “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).



CUSIP No. 900111204
Schedule 13D/A
Page 2 of 12 Pages
     



1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IMTIS Holdings S.à r.l.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)  ☒
 (b)  ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7    SOLE VOTING POWER
0
8    SHARED VOTING POWER
545,600,000
9    SOLE DISPOSITIVE POWER
0
10  SHARED DISPOSITIVE POWER
545,600,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
545,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8% of ordinary shares*
14
TYPE OF REPORTING PERSON
OO, HC

*
Based on 2,200,000,000 ordinary shares outstanding as of December 31, 2019, as reported in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 2, 2020.




CUSIP No. 900111204
Schedule 13D/A
Page 3 of 12 Pages
     



1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
International Mobile Telecom Investment Stichting Administratiekantoor
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)  ☒
 (b)  ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7    SOLE VOTING POWER
0
8    SHARED VOTING POWER
545,600,000
9    SOLE DISPOSITIVE POWER
0
10  SHARED DISPOSITIVE POWER
545,600,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
545,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8% of ordinary shares*
14
TYPE OF REPORTING PERSON
OO, HC

*
Based on 2,200,000,000 ordinary shares outstanding as of December 31, 2019, as reported in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 2, 2020.




CUSIP No. 900111204
Schedule 13D/A
Page 4 of 12 Pages
     



1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
L1T UB Holdings S.à r.l.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)  ☒
 (b)  ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7    SOLE VOTING POWER
0
8    SHARED VOTING POWER
0
9    SOLE DISPOSITIVE POWER
0
10  SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
545,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8% of ordinary shares*
14
TYPE OF REPORTING PERSON
OO, HC

*
Based on 2,200,000,000 ordinary shares outstanding as of December 31, 2019, as reported in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 2, 2020.




CUSIP No. 900111204
Schedule 13D/A
Page 5 of 12 Pages
     



1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ATTL Holdings UK Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)  ☒
 (b)  ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7    SOLE VOTING POWER
0
8    SHARED VOTING POWER
0
9    SOLE DISPOSITIVE POWER
0
10  SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
545,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8% of ordinary shares*
14
TYPE OF REPORTING PERSON
OO, HC

*
Based on 2,200,000,000 ordinary shares outstanding as of December 31, 2019, as reported in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 2, 2020.




CUSIP No. 900111204
Schedule 13D/A
Page 6 of 12 Pages
     



1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Letterone Core Investments S.à r.l.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)  ☒
 (b)  ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7    SOLE VOTING POWER
0
8    SHARED VOTING POWER
0
9    SOLE DISPOSITIVE POWER
0
10  SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
545,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8% of ordinary shares*
14
TYPE OF REPORTING PERSON
OO, HC

*
Based on 2,200,000,000 ordinary shares outstanding as of December 31, 2019, as reported in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 2, 2020.




CUSIP No. 900111204
Schedule 13D/A
Page 7 of 12 Pages
     



1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Letterone Investment Holdings S.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)  ☒
 (b)  ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7    SOLE VOTING POWER
0
8    SHARED VOTING POWER
0
9    SOLE DISPOSITIVE POWER
0
10  SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
545,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8% of ordinary shares*
14
TYPE OF REPORTING PERSON
OO, HC

*
Based on 2,200,000,000 ordinary shares outstanding as of December 31, 2019, as reported in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 2, 2020.




CUSIP No. 900111204
Schedule 13D/A
Page 8 of 12 Pages
     



AMENDMENT NO. 18 TO SCHEDULE 13D
 
Item 1. Security and Issuer.
 
This Amendment No. 18 (this “Amendment”) to the Statement on Schedule 13D relates to the ordinary shares, nominal value TRY 1.00 per share of Turkcell Iletisim Hizmetleri A.Ş. (“Turkcell”).  The initial statement on Schedule 13D, previously filed jointly by Cukurova Telecom Holdings Limited, Alfa Telecom Turkey Limited, Alfa Finance Holdings S.A., CTF Holdings Limited, and Crown Finance Foundation on December 5, 2005, as amended (the “Statement”), is hereby amended and supplemented with respect to the items set forth in this Amendment. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Statement.  The address of the principal executive office of Turkcell is Turkcell Kucukyali Plaza, Aydinevler Mahallesi Inonu Caddesi No. 20 Kucukyali Ofispark Maltepe, Istanbul, Turkey.
 
Item 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety with the following:
 
This Amendment is being filed on behalf of each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):
 
 
(i)
IMTIS Holdings S.à r.l. (“IMTIS Holdings”);
 
 
(ii)
International Mobile Telecom Investment Stichting Administratiekantoor (“IMTIS”);
 
 
(iii)
L1T UB Holdings S.à r.l. (“L1T UB Holdings”);

 
(iv)
ATTL Holdings UK Limited (“ATTL UK”);

 
(v)
Letterone Core Investments S.à r.l. (“LCIS”); and

 
(vi)
Letterone Investment Holdings S.A. (“LIHS”).


The Reporting Persons
 
IMTIS Holdings is a Luxembourg company (a société à responsabilité limitée), with its principal address at 19 rue de Bitbourg, L-1273, Luxembourg. The principal business of IMTIS Holdings is to function as a holding company. IMTIS Holdings is the beneficial owner of the 545,600,000 shares of Turkcell held by it (the “Shares”), cumulatively representing 24.8% of the issued and outstanding Shares of Turkcell. Current information concerning the identity and background of the directors and officers of IMTIS Holdings and persons controlling IMTIS Holdings is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

IMTIS is a foundation (stichting) incorporated under the laws of the Netherlands, with seat in Amsterdam, the Netherlands, and its registered address at Herikerbergweg 88, 1101CM Amsterdam, the Netherlands. The principal business of IMTIS is to acquire, hold, control and administer shares in IMTIS Holdings (and certain other companies from time to time), and other assets from time to time against the issuance of depositary receipts, in each case for the economic benefit of the depositary receipt holder(s). IMTIS is the sole shareholder of IMTIS Holdings. Due to its nature as a Dutch foundation (stichting), IMTIS is a legal entity (rechtspersoon) that does not have any members or shareholders. Depositary receipts issued by the foundation do not evidence ownership of the foundation, but rather reflect contractual rights of a holder of such depositary receipts in respect of certain shares or other assets. Current information concerning the identity and background of the directors and officers of IMTIS is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.




CUSIP No. 900111204
Schedule 13D/A
Page 9 of 12 Pages
     



L1T UB Holdings is a Luxembourg company (a société à responsabilité limitée), with its principal address at 1-3 Boulevard de la Foire, L-1528, Luxembourg. The principal business of L1T UB Holdings is to function as a holding company. L1T UB Holdings is the holder of all depositary receipts issued by IMTIS and, as such, it is entitled to the economic benefits of the underlying assets represented by the depositary receipts.
 
ATTL UK is a Jersey company, with its principal address at 22 Grenville Street, St. Helier, Jersey, JE4 8PX. The principal business of ATTL UK is to function as a holding company. ATTL UK is the sole shareholder of L1T UB Holdings. Current information concerning the identity and background of the directors and officers of ATTL UK and persons controlling ATTL UK is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

LCIS is a Luxembourg company (a société à responsabilité limitée), with its principal address at 1-3 Boulevard de la Foire, L-1528, Luxembourg. The principal business of LCIS is to function as a holding company. LCIS is the sole shareholder of ATTL UK. Current information concerning the identity and background of the directors and officers of LCIS and persons controlling LCIS is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.
 
LIHS is a Luxembourg company (a société anonyme), with its principal address at 1-3 Boulevard de la Foire, L-1528, Luxembourg. The principal business of LIHS is to function as a holding company. LIHS is the sole shareholder of LCIS. Current information concerning the identity and background of the directors and officers of LIHS and persons controlling LIHS is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other person identified in response to this Item 2, including those persons identified in Annex A, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.

Item 3 is hereby amended and restated in its entirety with the following:

Not applicable.

Item 4. Purpose of Transaction.
 
Item 4 of the Statement is hereby amended to add the following at the end thereof:

On November 9, 2020, IMTIS Holdings entered into a Block Trade Agreement, dated November 9, 2020 by and among IMTIS Holdings, as seller, and certain placement agents and managers (the “Placement Agents”), pursuant to which the Placement Agents agree to place the Shares to institutional investors on a reasonable best efforts basis and IMTIS Holdings agrees to sell up to an aggregate 110,000,000 Shares (5% of the issued and outstanding Shares). Under the terms of the Block Trade Agreement, the pricing of this sale and the determination of the final number of Shares to be sold is expected to be on November 9, 2020. During the period ending 90 days after the date of the Block Trade Agreement, IMTIS Holdings has undertaken to the Placement Agents that, except in limited circumstances, neither it nor its affiliates shall transfer or dispose of, directly or indirectly, any Shares or depositary receipts representing Shares without the prior written consent of the Placement Agents. The proceeds will be used for the general corporate purposes of IMTIS Holdings. The sale is expected to close on or around November 12, 2020.

Except as described in this Item 4 and Amendment No. 16, none of the Reporting Persons has formulated any plans or proposals which relate to or would result in any matter required to be disclosed in response to paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons intend to review on a continuing basis their investment in the Issuer and the Issuer’s business affairs, financial position and prospects. Based on such evaluation and review and other factors that the Reporting Persons may deem relevant, the Reporting Persons may consider from time to time various courses of action of the types described in paragraphs (a) through (j) of Item 4 of Schedule 13D.




CUSIP No. 900111204
Schedule 13D/A
Page 10 of 12 Pages
     



Item 5. Interest in Securities of the Issuer.
 
Item 5 of the Statement is hereby amended as follows:
 
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D and the information set forth in Item 4 are hereby incorporated by reference in this Item 5.

(a) In its capacity as sole shareholder of IMTIS Holdings, IMTIS may be deemed to be the beneficial owner of the 545,600,000 Shares held by IMTIS Holdings, cumulatively representing 24.8% of the issued and outstanding Shares. IMTIS Holdings is the owner of the 545,600,000 Shares. Assuming the pricing and closing of all Shares to be sold under the Block Trade Agreement, in its capacity as sole shareholder of IMTIS Holdings, IMTIS will be deemed to be the beneficial owner of the 435,600,000 Shares held by IMTIS Holdings, cumulatively representing 19.8% of the issued and outstanding Shares and IMTIS Holdings will be the owner of the 435,600,000 Shares.

(b) In its capacity as sole shareholder of IMTIS Holdings, IMTIS may be deemed to have the shared power to vote or direct the vote, and shared power to dispose or direct the disposition of, the 545,600,000 Shares held by IMTIS Holdings, cumulatively representing 24.8% of the issued and outstanding Shares. By virtue of its direct ownership of the 545,600,000 Shares, IMTIS Holdings has the shared power to vote or direct the vote, and shared power to dispose or direct the disposition of, such Shares. Assuming the pricing and closing of all Shares to be sold under the Block Trade Agreement, in its capacity as sole shareholder of IMTIS Holdings, IMTIS may be deemed to have the shared power to vote or direct the vote, and shared power to dispose or direct the disposition of, the 435,600,000 Shares held by IMTIS Holdings, cumulatively representing 19.8% of the issued and outstanding Shares and, by virtue of its direct ownership of the 435,600,000 Shares, IMTIS Holdings has the shared power to vote or direct the vote, and shared power to dispose or direct the disposition of, such Shares.
 
(c) Other than as described in Item 4, to the best of the Reporting Persons’ knowledge, there have been no transactions effected with respect to any Shares during the past 60 days by any of the persons named in response to Item 2.

(d) As the holder of all depositary receipts issued by IMTIS, L1T UB Holdings is entitled to the economic benefits (i.e., dividend payments, other distributions and sale proceeds, in each case net of costs and taxes) deriving to IMTIS from the 545,600,000 Shares (or 435,600,000 Shares assuming the pricing and closing of the all the Shares to be sold under the Block Trade Agreement) held by IMTIS Holdings. To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by them.

(e) Not applicable.

IMTIS, IMTIS Holdings, L1T UB Holdings, ATTL UK, LCIS and LIHS may be deemed to constitute a 'person' or 'group' within the meaning of Section 13(d)(3) of the Exchange Act. Each such Reporting Person disclaims beneficial ownership of the securities reported herein, and neither the filing of this Amendment nor any of its content shall be construed as an admission of such beneficial ownership or that such Reporting Persons constitute a person or group.
 
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby supplemented with the information reported in response to Item 4 hereto, which is incorporated by reference in response to this Item 6.



CUSIP No. 900111204
Schedule 13D/A
Page 11 of 12 Pages
     



Item 7. Material to be Filed as Exhibits.
 
Item 7 of the Statement is hereby amended and supplemented as follows:
 
Exhibit No.
 
Description
Exhibit 99.14
 
Joint Filing Agreement between Alfa Telecom Turkey Limited, ATTL Holdings (Cyprus) Ltd, ATTL Holdings S.à r.l., ATTL Holdings UK Limited, Letterone Core Investments S.à r.l., Letterone Investment Holdings S.A., L1T UB Holdings S.à r.l., International Mobile Telecom Investment Stichting Administratiekantoor and IMTIS Holdings S.à r.l., dated June 17, 2020.*
 
* Filed with Amendment No. 16 on June 19, 2020




CUSIP No. 900111204
Schedule 13D/A
Page 12 of 12 Pages
     



SIGNATURES
 
After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this Amendment is true, complete and correct.
 
Date: November 9, 2020
IMTIS HOLDINGS S.À R.L.
 
 
 
 
 
By:
 
/s/ Nathan Scott Fine
 
Name:
 
Nathan Scott Fine
 
Title:
 
Manager

Date: November 9, 2020
INTERNATIONAL MOBILE TELECOM INVESTMENT STICHTING ADMINISTRATIEKANTOOR
 
 
 
 
 
By:
 
/s/ Nathan Scott Fine
 
Name:
 
Nathan Scott Fine
 
Title:
 
Director

 
By:
 
/s/ Carla Cico
 
Name:
 
Carla Cico
 
Title:
 
Director
   
Date: November 9, 2020
L1T UB HOLDINGS S.À R.L.
 
 
 
 
 
By:
 
/s/ Maxime Nino
 
Name:
 
Maxime Nino
 
Title:
 
Manager

Date: November 9, 2020
ATTL HOLDINGS UK LIMITED
 
 
 
 
 
By:
 
/s/ Sally Pryce
 
Name:
 
Sally Pryce

Date: November 9, 2020
LETTERONE CORE INVESTMENTS S.À R.L.
       
 
By:
 
/s/ Vitalij Farafonov
 
Name:
 
Vitalij Farafonov
 
Title:
 
Class I Director
 
 
Date: November 9, 2020
LETTERONE INVESTMENT HOLDINGS S.A.
 
 
 
 
 
By:
 
/s/ Vitalij Farafonov
 
Name:
 
Vitalij Farafonov
 
Title:
 
Class I Director





ANNEX A

IMTIS Holdings S.à r.l.

IMTIS Holdings is a Luxembourg company (a société à responsabilité limitée), with its principal address at 19 rue de Bitbourg, L-1273, Luxembourg. The principal business of IMTIS Holdings is to function as a holding company.

During the past five years, IMTIS Holdings has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining IMTIS Holdings from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

The directors and executive officers of IMTIS Holdings and their respective positions, principal occupation and business addresses are identified below:

Name and Present Position with IMTIS Holdings
 
Citizenship
 
Principal Occupation / Business Address(es)
         
Nathan Scott Fine
Manager
 
USA
 
CEO and Director of Cyclo Therapeutics, Inc., 6714 NW 16th Street, Gainesville, Florida 32653, USA.
 
Managing Director of International Mobile Telecom Investment Stichting Administratiekantoor, Herikerbergweg 88, 1101CM Amsterdam, the Netherlands.
 
Manager of IMTIS Holdings S.à r.l., 19 rue de Bitbourg, L-1273, Luxembourg.
 
 
 
 
 
Carla Cico
Manager
 
Italy
 
Founder and Managing Director of Arneb Partners S.r.l., Via Quintino Sella, 4, Milano 20121, Italy.
 
Managing Director of International Mobile Telecom Investment Stichting Administratiekantoor, Herikerbergweg 88, 1101CM Amsterdam, the Netherlands.
 
Manager of IMTIS Holdings S.à r.l., 19 rue de Bitbourg, L-1273, Luxembourg.
         
Sally Pryce
Manager
 
UK
 
Partner of Letterone Technology (UK) LLP, Devonshire House, One Mayfair Place, London W1J 8AJ, UK.
 
Partner of Letterone Technology (Jersey) LLP, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands.
 
Manager of ATTL Holdings S.à r.l., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Director of ATTL Limited, 28 Irish Town, Gibraltar.
 
Director of ATTL Holdings UK Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands.





Name and Present Position with IMTIS Holdings
 
Citizenship
 
Principal Occupation / Business Address(es)
         
 
 
 
 
Director of Cukurova Telecom Holdings Limited, Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands.

Managing Director of International Mobile Telecom Investment Stichting Administratiekantoor, Herikerbergweg 88, 1101CM Amsterdam, the Netherlands.
 
Manager of IMTIS Holdings S.à r.l., 19 rue de Bitbourg, L-1273, Luxembourg.
 
Director of several other direct or indirect subsidiaries of Letterone Holdings S.A. and Letterone Investment Holdings S.A.

To the best of IMTIS Holdings’ knowledge, during the past five years none of the individuals above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

International Mobile Telecom Investment Stichting Administratiekantoor

IMTIS is a Dutch foundation (stichting), with seat in Amsterdam, the Netherlands, and its registered address at Herikerbergweg 88, 1101CM Amsterdam, the Netherlands. The principal business of IMTIS is to acquire, hold, control and administer shares in IMTIS Holdings (and certain other companies from time to time), and other assets from time to time against the issuance of depositary receipts, in each case for the economic benefit of the depositary receipt holder(s).

During the past five years, IMTIS has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining IMTIS from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

The directors and executive officers of IMTIS and their respective positions, principal occupation and business addresses are identified below:

Name and Present Position with IMTIS
 
Citizenship
 
Principal Occupation / Business Address(es)
         
Nathan Scott Fine
Director
 
USA
 
CEO and Director of Cyclo Therapeutics, Inc., 6714 NW 16th Street, Gainesville, Florida 32653, USA.
 
Managing Director of International Mobile Telecom Investment Stichting Administratiekantoor, Herikerbergweg 88, 1101CM Amsterdam, the Netherlands.
 
Manager of IMTIS Holdings S.à r.l., 19 rue de Bitbourg, L-1273, Luxembourg.





Name and Present Position with IMTIS
 
Citizenship
 
Principal Occupation / Business Address(es)
         
Carla Cico
Director
 
Italy
 
Founder and Managing Director of Arneb Partners S.r.l., Via Quintino Sella, 4, Milano 20121, Italy.
 
Managing Director of International Mobile Telecom Investment Stichting Administratiekantoor, Herikerbergweg 88, 1101CM Amsterdam, the Netherlands.
 
Manager of IMTIS Holdings S.à r.l., 19 rue de Bitbourg, L-1273, Luxembourg.
         
Sally Pryce
Director
 
UK
 
Partner of Letterone Technology (UK) LLP, Devonshire House, One Mayfair Place, London W1J 8AJ, UK.
 
Partner of Letterone Technology (Jersey) LLP, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands.
 
Manager of ATTL Holdings S.à r.l., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Director of ATTL Limited, 28 Irish Town, Gibraltar.
 
Director of ATTL Holdings UK Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands.
 
Director of Cukurova Telecom Holdings Limited, Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands.

Managing Director of International Mobile Telecom Investment Stichting Administratiekantoor, Herikerbergweg 88, 1101CM Amsterdam, the Netherlands.
 
Manager of IMTIS Holdings S.à r.l., 19 rue de Bitbourg, L-1273, Luxembourg.
 
Director of several other direct or indirect subsidiaries of Letterone Holdings S.A. and Letterone Investment Holdings S.A.

To the best of IMTIS’ knowledge, during the past five years none of the individuals above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.





L1T UB Holdings S.à r.l.

L1T UB Holdings is a Luxembourg company (a société à responsabilité limitée), with its principal address at 1-3 Boulevard de la Foire, L-1528, Luxembourg. The principal business of L1T UB Holdings is to function as a holding company.

During the past five years, L1T UB Holdings has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining L1T UB Holdings from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

The directors and executive officers of L1T UB Holdings and their respective positions, principal occupation and business addresses are identified below:

Name and Present Position with L1T UB Holdings
 
Citizenship
 
Principal Occupation / Business Address(es)
         
Maxime Nino
Manager
 
Belgium
 
Manager of L1T VIP Holdings S.à r.l., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Legal Manager of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Legal Manager of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Director of Alfa Telecom Turkey Limited, Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands.
 
Member of the Board of Directors of Altimo Holdings & Investments Ltd., Trident Chambers, Wickhams Cay 1, PO Box 146, Road Town, Tortola, British Virgin Islands.
 
Director of several other direct or indirect subsidiaries of Letterone Holdings S.A. and Letterone Investment Holdings S.A.
 
 
 
 
 
Tanel Saari
Manager
 
Estonia
 
Manager of L1T VIP Holdings S.à r.l., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Compliance Officer of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Compliance Officer of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Director of several other direct or indirect subsidiaries of Letterone Holdings S.A. and Letterone Investment Holdings S.A
         




Name and Present Position with L1T UB Holdings
 
Citizenship
 
Principal Occupation / Business Address(es)
         
Sally Pryce
Manager
 
UK
 
Partner of Letterone Technology (UK) LLP, Devonshire House, One Mayfair Place, London W1J 8AJ, UK.
 
Partner of Letterone Technology (Jersey) LLP, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands.
 
Manager of ATTL Holdings S.à r.l., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Director of ATTL Limited, 28 Irish Town, Gibraltar.
 
Director of ATTL Holdings UK Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands.
 
Director of Cukurova Telecom Holdings Limited, Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands.
 
Managing Director of International Mobile Telecom Investment Stichting Administratiekantoor, Herikerbergweg 88, 1101CM Amsterdam, the Netherlands.
 
Manager of IMTIS Holdings S.à r.l., 19 rue de Bitbourg, L-1273, Luxembourg.
 
Director of several other direct or indirect subsidiaries of Letterone Holdings S.A. and Letterone Investment Holdings S.A.

To the best of L1T UB Holdings’ knowledge, during the past five years none of the individuals above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.




 
ATTL Holdings UK Limited

ATTL UK is a Jersey company, with its principal address at 22 Grenville Street, St. Helier, Jersey, JE4 8PX. The principal business of ATTL UK is to function as a holding company.

During the past five years, ATTL UK has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining ATTL UK future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

The directors and executive officers of ATTL UK and their respective positions, principal occupation and business addresses are identified below:
 
Name and Present Position with ATTL UK
 
Citizenship
 
Principal Occupation / Business Address(es)
         
Sally Pryce
Director
 
UK
 
Partner of Letterone Technology (UK) LLP, Devonshire House, One Mayfair Place, London W1J 8AJ, UK.
 
Partner of Letterone Technology (Jersey) LLP, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands.
 
Manager of ATTL Holdings S.à r.l., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Director of ATTL Limited, 28 Irish Town, Gibraltar.
 
Director of ATTL Holdings UK Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands.
 
Director of Cukurova Telecom Holdings Limited, Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands.

Managing Director of International Mobile Telecom Investment Stichting Administratiekantoor, Herikerbergweg 88, 1101CM Amsterdam, the Netherlands.
 
Manager of IMTIS Holdings S.à r.l., 19 rue de Bitbourg, L-1273, Luxembourg.
 
Director of several other direct or indirect subsidiaries of Letterone Holdings S.A. and Letterone Investment Holdings S.A.
         
Christopher Powell
Director
 
UK
 
Director of ATTL Holdings UK Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands.
 
Director of Cukurova Telecom Holdings Limited, Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands.

To the best of ATTL UK’s knowledge, during the past five years none of the individuals above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.





Letterone Core Investments S.à r.l.

LCIS is a Luxembourg company (a société à responsabilité limitée), with its principal address at 1-3 Boulevard de la Foire, L-1528, Luxembourg. The principal business of LCIS is to function as a holding company.

During the past five years, LCIS has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining LCIS from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

The directors and executive officers of LCIS and their respective positions, principal occupation and business addresses are identified below:

Name and Present Position with LCIS
 
Citizenship
 
Principal Occupation / Business Address(es)
         
Jonathan Muir
Manager
 
UK
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors and Chief Executive Officer of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors and Chief Executive Officer of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Director of several other direct or indirect subsidiaries of Letterone Holdings S.A. and Letterone Investment Holdings S.A.
 
Member of the Board of Directors, L1R HB Holdings Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX.
 
Vitalij Farafonov
Manager
 
UK
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors and Chief Operating Officer of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors and Chief Operating Officer of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Director of several other direct or indirect subsidiaries of Letterone Holdings S.A. and Letterone Investment Holdings S.A.
         
Mikhail Fridman
Director
 
 
Israel
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
         




Name and Present Position with LCIS
 
Citizenship
 
Principal Occupation / Business Address(es)
         
       
Member of the Supervisory Board of VEON Ltd., Claude Debussylaan 88, 1082 MD, Amsterdam,
The Netherlands.
 
Supervisory Board Member, X5 Retail Group N.V., Prins Bernhardplein 200 1097 JB Amsterdam, The Netherlands.
 
Member of the Board of Directors of ABH Holdings S.A., 3 Boulevard du Prince Henri, L-1724 Luxembourg.
 
Member of the Board of Directors of Alfa Bank (Russia), 27 Kalanchevskaya Street, Moscow 107078, Russian Federation.
         
German Khan
Director
 
Israel
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Supervisory Board of Wintershall DEAGmbH, Überseering 40, 22297 Hamburg, Germany.
         
Alexey Kuzmichev
Director
 
Russia
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
         
Petr Aven
Director
 
Russia
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Chairman of the Board of Directors of ABH Holdings S.A., 3 Boulevard du Prince Henri, L-1724 Luxembourg.
 
Chairman of the Board of Directors of Alfa Bank (Russia), 27 Kalanchevskaya Street, Moscow 107078,
Russian Federation.





Name and Present Position with LCIS
 
Citizenship
 
Principal Occupation / Business Address(es)
         
       
Chairman of the Board of Directors of AlfaStrakhovanie, insurance company, 31 Shabolovka, Bldg. B, Moscow 115162, Russian Federation.
 
Member of the Supervisory Board of Alfa Bank (Ukraine), 4/6 Desyatinnaya, Kiev 01001, Ukraine.
         
Andrey Kosogov
Director
 
Russia
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors of Alfa Bank (Russia), 27 Kalanchevskaya Street, Moscow 107078,
Russian Federation.
 
Member of the Board of Directors of Alfa-Bank (Kazakhstan), 57A Masanchi Street, Almaty, 050012, Kazakhstan.
 
Member of the Board of Directors of Alfa-Capital Management Company LLC., 32/1, Sadovaya-Kudrinskaya Street, Moscow 123001, Russian Federation.
 
Member of the Board of Directors of ABH Holdings S.A., 3 Boulevard du Prince Henri, L-1724 Luxembourg.
 
Member of the Board of Directors of AlfaStrakhovanie, insurance company, 31 Shabolovka, Bldg. B, 115162 Moscow, Russian Federation.
         
Lord Davies of Abersoch
Class I Director
 
UK
 
Chairman of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Chairman of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Chairman of Corsair Capital LLP (and investee companies), 25 St James’s Street, London, SW1A 1HA, UK.
 
Chairman of Cydar Limited, Bulbeck Mill, Mill Lane, Barrington, Cambs, CB22 7QY, UK.
 




       
Chairman of Byhiras, 23 Austin Friars, London, EC2N 2QP, UK.
 
Member of the Board of Directors of Talentbanq Limited, Suite D, 8 The Causeway, Teddington, TW11 0HE, UK.
 
Chairman of Double Dutch Ltd, 22-25 Portman Close, London W1H 6HS, UK.
 
Non-executive Director and Chairman, Intermediate Capital Group plc (ICG), Juxon House, 100 St Paul's Churchyard, London EC4M 8BU, UK.
 
Member of the Board of Directors of ABH Holdings S.A., 3 Boulevard du Prince Henri, L-1724 Luxembourg.
 
Chairman of Artfarm Group Limited, Stockwell House, 13 High Street, Bruton, Somerset, United Kingdom, BA10 0AB
         
Wulf von Schimmelmann
Class I Director
 
Germany
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors, L1R HB Holdings Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX.
 
Member of the Supervisory Board, Maxingvest AG, Hamburg, Germany, Alter Waldram 17/18, 20457 Hamburg, Germany.
 
Member of the Board of Directors, Thomson Reuters, Toronto, Canada, 65 Queen Street West, Toronto, Ontario M5H 2M8, Canada.

To the best of LCIS’ knowledge, during the past five years none of the individuals above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

Letterone Investment Holdings S.A.

LIHS is a Luxembourg company (a société anonyme), with its principal address at 1-3 Boulevard de la Foire, L-1528, Luxembourg. The principal business of LIHS is to function as a holding company.

During the past five years, LIHS has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining LIHS from




future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

The directors and executive officers of LIHS and their respective positions, principal occupation and business addresses are identified below:

Name and Present Position with LIHS
 
Citizenship
 
Principal Occupation / Business Address(es)
         
Mikhail Fridman
Director
 
Israel
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Supervisory Board of VEON Ltd., Claude Debussylaan 88, 1082 MD, Amsterdam, The Netherlands.
 
Supervisory Board Member, X5 Retail Group N.V., Prins Bernhardplein 200 1097 JB Amsterdam, The Netherlands.
 
Member of the Board of Directors of ABH Holdings S.A., 3 Boulevard du Prince Henri, L-1724 Luxembourg.
 
Member of the Board of Directors of Alfa Bank (Russia), 27 Kalanchevskaya Street, Moscow 107078, Russian Federation.
         
German Khan
Director
 
Israel
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Supervisory Board of Wintershall DEAGmbH, Überseering 40, 22297 Hamburg, Germany.
         
Alexey Kuzmichev
Director
 
Russia
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.





Name and Present Position with LIHS
 
Citizenship
 
Principal Occupation / Business Address(es)
         
       
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
         
Petr Aven
Director
 
Russia
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Chairman of the Board of Directors of ABH Holdings S.A., 3 Boulevard du Prince Henri, L-1724 Luxembourg.
 
Chairman of the Board of Directors of Alfa Bank (Russia), 27 Kalanchevskaya Street, Moscow 107078, Russian Federation.
 
Member of the Board of Directors of AlfaStrakhovanie, insurance company, 31 Shabolovka, Bldg. B, Moscow 115162, Russian Federation.
 
Chairman of the Supervisory Board of Alfa Bank (Ukraine), 4/6 Desyatinnaya, Kiev 01001, Ukraine.
         
Andrey Kosogov
Director
 
Russia
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors, Alfa Bank (Russia),  27 Kalanchevskaya Street, Moscow 107078, Russian Federation.
 
Member of the Board of Directors of Alfa-Bank (Kazakhstan), 57A Masanchi Street, Almaty, 050012, Kazakhstan.
 
Member of the Board of Directors of Alfa-Capital Management Company LLC., 32/1, Sadovaya-Kudrinskaya Street, Moscow 123001, Russian Federation.





Name and Present Position with LIHS
 
Citizenship
 
Principal Occupation / Business Address(es)
         
       
Member of the Board of Directors of ABH Holdings S.A., 3 Boulevard du Prince Henri, L-1724 Luxembourg.
 
Member of the Board of Directors of AlfaStrakhovanie, insurance company, 31 Shabolovka, Bldg. B, 115162 Moscow, Russian Federation.
         
Jonathan Muir
Class I Director
 
UK
 
Member of the Board of Directors and Chief Executive Officer of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors and Chief Executive Officer of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Director of several other direct or indirect subsidiaries of Letterone Holdings S.A. and Letterone Investment Holdings S.A.
 
Member of the Board of Directors, L1R HB Holdings Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX.
         
Lord Davies of Abersoch
Class I Director
 
UK
 
Chairman of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Chairman of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Chairman of Corsair Capital LLP (and investee companies), 25 St James’s Street, London, SW1A 1HA, UK.
 
Chairman of Cydar Limited, Bulbeck Mill, Mill Lane, Barrington, Cambs, CB22 7QY, UK.
 
Chairman of Byhiras, 23 Austin Friars, London, EC2N 2QP, UK.
 
Member of the Board of Directors of Talentbanq Limited, Suite D, 8 The Causeway, Teddington, TW11 0HE, UK.
 
Chairman of Double Dutch Ltd, 22-25 Portman Close, London W1H 6HS, UK.





Name and Present Position with LIHS
 
Citizenship
 
Principal Occupation / Business Address(es)
         
       
Member of the Board of Directors of ABH Holdings S.A., 3 Boulevard du Prince Henri, L-1724 Luxembourg.
 
Chairman of Artfarm Group Limited, Stockwell House, 13 High Street, Bruton, Somerset, United Kingdom, BA10 0AB.
 
Non-executive Director and Chairman, Intermediate Capital Group plc (ICG), Juxon House, 100 St Paul's Churchyard, London EC4M 8BU, UK.
         
Vitalij Farafonov
Class I Director
 
UK
 
Member of the Board of Directors and Chief Operating Officer of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors and Chief Operating Officer of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Director of several other direct or indirect subsidiaries of Letterone Holdings S.A. and Letterone Investment Holdings S.A.
         
Wulf von Schimmelmann
Class I Director
 
Germany
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Core Investments S.à r.l., 1-3 Boulevard de la Foire, L-1528 Luxembourg.
 
Member of the Board of Directors, L1R HB Holdings Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX.
 
Member of the Supervisory Board, Maxingvest AG, Hamburg, Germany, Alter Waldram 17/18, 20457 Hamburg, Germany.
 
Member of the Board of Directors, Thomson Reuters, Toronto, Canada, 65 Queen Street West, Toronto, Ontario M5H 2M8, Canada.
         




Name and Present Position with LIHS
 
Citizenship
 
Principal Occupation / Business Address(es)
         
Richard Burt
Class I Director
 
USA
 
Member of the Board of Directors of Letterone Investment Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Member of the Board of Directors of Letterone Holdings S.A., 1-3 Boulevard de la Foire, L-1528, Luxembourg.
 
Director of Deutsche Bank’s Germany Funds closed-end fund group: The New Germany Fund, Inc. , Deutsche Investment Management Americas Inc., 345 Park Avenue, New York, NY 10154, USA.
 
Director of UBS family of mutual funds: UBS Global Asset Management (US) Inc., 51 West 52nd Street New York, New York  10019-6114, USA.

To the best of LIHS’ knowledge, during the past five years none of the individuals above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.