QIWI plc
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(Name of Issuer)
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American Depositary Shares, each representing one Class B Ordinary Share, having a nominal value of €0.0005 per share
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(Title of Class of Securities)
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74735M108
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(CUSIP Number)
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Alexander Tarabrin
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2/4 Letnikovskaya Street, 115114, Moscow, Russia
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+7 (495) 232-03-00
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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August 25, 2017
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(Date of Event which Requires Filing of this Statement)
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1.
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Names of reporting persons
Otkritie Holding JSC1
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) T (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 box 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
2,200,2012
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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
2,200,201
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11.
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Aggregate amount beneficially owned by each reporting person
2,200,201
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12.
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Check box 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)
4.88%3
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14.
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Type of reporting person (see instructions)
CO
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1
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Otkritie Holding JSC is a joint stock company organized under the laws of Russian Federation (“Otkritie Holding”).
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2
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ADSs representing Class B ordinary shares held by OICL, which is an indirect wholly-owned subsidiary of Otkritie Holding.
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3
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Based on 45,080,461 Class B ordinary shares outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F. The 2,200,201 Class B shares referred to above represent approximately 3.63% of the total outstanding share capital of the Issuer, based on 60,597,034 Class A and Class B ordinary shares outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F.
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1.
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Names of reporting persons
Otkritie Investments Cyprus Limited
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||||
2.
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Check the appropriate box if a member of a group (see instructions)
(a) T (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 box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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||||
6.
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Citizenship or place of organization
Republic of Cyprus
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||||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
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7.
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Sole voting power
2,200,201
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||
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8.
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Shared voting power
0
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|||
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9.
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Sole dispositive power
2,200,201
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|||
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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
2,200,201
|
||||
12.
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Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
|
||||
13.
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Percent of class represented by amount in Row (11)
4.88%5
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||||
14.
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Type of reporting person (see instructions)
CO
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5
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Based on 45,080,461 Class B ordinary shares outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F. The 2,200,201 Class B shares referred to above represent approximately 3.63% of the total outstanding share capital of the Issuer, based on 60,597,034 Class A and Class B ordinary shares outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F.
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interest in Securities of the Issuer.
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(a) |
See Exhibit A hereto, which is incorporated herein by reference.
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(b) |
See Exhibit A hereto, which is incorporated herein by reference.
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(c) |
On August 25, 2017, as part of an internal transfer, Otkritie Holding sold Bank Otkritie a total of 3,848,069 ADSs at a price of $17.30 per ADS.
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(d) |
Otkritie Holding and OICL expect to enter into repurchase, buy and sell back and other similar transactions with third parties from time to time covering ADSs they beneficially own, and also may loan, pledge, hypothecate or sell ADSs to third parties. Such third parties may then hold an interest in some or all of Otkritie Holding’s and OICL’s ADSs, including the right to receive dividends and other distributions thereon and to sell or transfer such ADSs.
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(e) |
August 25, 2017.
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Otkritie Investments Cyprus Limited
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/s/ Kristina Khakhulina
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Name
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Director
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Title
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Otkritie Holding JSC
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/s/ Vadim Belyaev
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Name
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General Director
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Title
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Name:
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Address of Principal Office and Principal Business
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Organisation
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Elinova Holding Ltd
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Griva Digeni, 105, 1st floor, Flat/Office 102B, 3101, Limassol, Cyprus
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Cyprus
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Name:
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Title/Principal Occupation or Employment
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Citizenship
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Maria Pitta
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Director of Otkritie Investments Cyprus Limited
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Cyprus
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Androulla Mantoles
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Director of Otkritie Investments Cyprus Limited
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Cyprus
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Kristina Khakhulina
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Director of Otkritie Investments Cyprus Limited
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Russian Federation
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Alexander Kupriyanov
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Director of Otkritie Investments Cyprus Limited
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Cyprus
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Athanasis Neophytou
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Director of Elinova Holding Ltd
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Cyprus
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Christos Neophytou
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Director of Elinova Holding Ltd
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Cyprus
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Mariia Cherviakova
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Director of Elinova Holding Ltd
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Russian Federation
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Ruben Abelovich Aganbegyan
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Member of the Board of Directors of Otkritie Holding JSC
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Russian Federation
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Vadim Stanislavovich Belyaev
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General Director of Otkritie Holding JSC / Member of the Board of Directors of Otkritie Holding JSC
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Russian Federation
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Kirill Gennadievich Androsov
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Member of the Board of Directors of Otkritie Holding JSC
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Russian Federation
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Olga Vladimirovna Plaksina
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Member of the Board of Directors of Otkritie Holding JSC
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Russian Federation
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Dmitry Zakerievich Romaev
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Member of the Board of Directors of Otkritie Holding JSC
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Russian Federation
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Class B
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Shares
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(a)
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Amount Beneficially Owned
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Otkritie Holding JSC
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2,200,201
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Elinova Holdings Ltd.
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2,200,201
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Otkritie Investments Cyprus Limited
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2,200,201
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(b)
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Percent of class
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Otkritie Holding JSC
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4.88%
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Elinova Holdings Ltd.
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4.88%
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Otkritie Investments Cyprus Limited
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4.88%
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(c)
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Number of Shares as to which such person has:
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|
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(i)
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Sole power to vote or to direct the vote:
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Otkritie Holding JSC
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0
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Elinova Holdings Ltd.
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0
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Otkritie Investments Cyprus Limited
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2,200,201
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(ii)
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Shared power to vote or to direct the vote:
|
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Otkritie Holding JSC
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2,200,201
|
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Elinova Holdings Ltd.
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2,200,201
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Otkritie Investments Cyprus Limited
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0
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(iii)
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Sole power to dispose or to direct the disposition of:
|
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Otkritie Holding JSC
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0
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Elinova Holdings Ltd
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0
|
|
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Otkritie Investments Cyprus Limited
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2,200,201
|
|
|
|
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(iv)
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Shared power to dispose or to direct the disposition of:
|
|
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Otkritie Holding JSC
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2,200,201
|
|
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Elinova Holdings Ltd
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2,200,201
|
|
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Otkritie Investments Cyprus Limited
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0
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