SEC Form SC 13D/A filed by Turkcell Iletisim Hizmetleri AS (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 23)*

 

With copies to:

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 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 9 of 16 Pages

AMENDMENT NO. 23 TO SCHEDULE 13D

 

Item 1. Security and Issuer.

 

This Amendment No. 23 (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.

This Amendment is being filed on behalf of each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):

 

 

 

 

IMTIS Holdings is a Luxembourg company (a société à responsabilité limitée), with its principal address at 9 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 435,600,000 shares of Turkcell held by it (the “Shares”), cumulatively representing 19.8% 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 10 of 16 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.

L1T HeadCo 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 HeadCo is to function as a holding company. L1T HeadCo is the sole shareholder of ATTL UK. Current information concerning the identity and background of the directors and officers of L1T HeadCo and persons controlling L1T HeadCo 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 L1T HeadCo. 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 4. Purpose of Transaction.

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

Over the course of the last four months, the Reporting Persons sought to engage in a constructive dialogue with the board of directors of the Issuer (the “Board”).

On October 14, 2021 and October 15, 2021, representatives of the Reporting Persons, including Alexander Pertsovsky, managing partner of Letterone Technology (UK) LLP, held a meeting in Istanbul with the chairman of the Board and members of the Issuer’s senior management, including the Issuer’s chief executive officer and chief financial officer, to present findings of operational and strategic failings and discuss initiatives that the Reporting Persons believe can generate value.

On October 28, 2021, IMTIS and L1T UB Holdings delivered a letter to the Board (the “October 28 Letter”), urging the Board to enhance its corporate governance framework and implement certain recommendations to ensure the Issuer realizes its full potential for investors and all other stakeholders. The full text of the October 28 Letter was filed with Amendment No. 21 on November 15, 2021 and is incorporated herein by reference.

CUSIP No. 900111204	Schedule 13D/A	Page 11 of 16 Pages

On November 4, 2021, IMTIS and L1T UB Holdings delivered a letter to the Board (the “November 4 Letter”) with reference to the October 28 Letter and a telephone conversation between Bülent Aksu, chairman of the Board, and Alexander Pertsovsky on November 3, 2021. The full text of the November 4 Letter is attached hereto as Exhibit 99.18 and is incorporated herein by reference.

On November 12, 2021, the Board delivered a letter to IMTIS and L1T UB Holdings (the “November 12 Letter”), stating that the Board disagrees with the Reporting Persons’ views on Board related matters and other aspects of corporate governance, and recommending that, regarding operational and financial matters, the Reporting Persons refer their questions and comments to the Issuer’s management. The full text of the November 12 Letter is attached hereto as Exhibit 99.19 and is incorporated herein by reference.

On November 16, 2021, IMTIS and L1T UB Holdings delivered a letter to the Board (the “November 16 Letter”), urging the Board to engage collaboratively and noting that referring the Reporting Persons to the Issuer’s management to address their questions is to patently disregard matters that are the direct responsibility of the Board.  The full text of the November 16 Letter is attached hereto as Exhibit 99.20 and is incorporated herein by reference.

On November 18, 2021, IMTIS and L1T UB Holdings delivered a letter to the Board (the “November 18 Letter”), noting that the matters raised are clearly within the direct authority and responsibility of the Board as they are demonstrably in the corporate interest of the Issuer and the long-term interest of all stakeholders, and requesting a meeting with the Board and the chairpersons of all committees of the Board with responsibility for the matters raised. The full text of the November 18 Letter is attached hereto as Exhibit 99.21 and is incorporated herein by reference.

On November 30, 2021, IMTIS and L1T UB delivered a letter to the Board (the “November 30 Letter”),  reminding the Board of its legal obligations under applicable Turkish and US laws as they relate to responding to genuine shareholder concerns and shareholders’ rights to obtain information on topics that are clearly within the direct authority and responsibility of the Board, and expressing their views that the Board should begin to engage on a regular basis with any shareholder willing to provide constructive feedback. The full text of the November 30 Letter is attached hereto as Exhibit 99.22 and is incorporated herein by reference.

On December 8, 2021, the Board delivered a letter to IMTIS and L1T UB Holdings (the “December 8 Letter”), stating that the Board continues to implement the most efficient and optimal internal governance tools and procedures for the sake of all stakeholders, and encouraging the Reporting Persons to discuss financial and operational matters with members of the Issuer’s management. The full text of the December 8 Letter is attached hereto as Exhibit 99.23 and is incorporated herein by reference.

On January 4, 2022 and January 28, 2022, IMTIS Holdings delivered two letters to the Board (the “Nomination Letters”), indicating its intent to nominate each of Serdar Çetin, Gönenç Gürkaynak and Mevhibe Canan Özsoy (collectively, the “Independent Director Candidates”) and Alejandro Douglass Plater (together with the Independent Director Candidates, the “Director Candidates”) to the Board to replace the four members who were appointed to the Board on April 15, 2021 without use of the Turkey Wealth Fund nomination or voting privileges (the “Non-TWF Directors”), and requesting that, among other things, (i) the independence of the Independent Director Candidates be immediately assessed by the Nomination Committee of the Board in accordance with the Issuer’s articles of association and applicable law, (ii) the Board approve and submit to the Capital Markets Board of Turkey an independent director candidate list comprising the Independent Director Candidates, and (iii) the Board take, or cause to be taken, all actions and do, or cause to be done, all things, necessary, proper or advisable to make effective, as promptly as practicable, the nomination and the appointment to the Board of the Director Candidates, including by way of (a) adopting a Board resolution to convene a general assembly meeting with an agenda that will include a clear item for dismissing the Non-TWF Directors and replacing them with the Director Candidates, in each case serving for a term of one year expiring on the date of the annual general assembly of shareholders approving the financial statements of the Issuer for the fiscal year ending December 31, 2022, and (b) preparing and disclosing the information document and any other documents that may be required to adequately and timely inform the Issuer’s shareholders of the relevant agenda items, including the identity and qualification of the Director Candidates. The full text of the Nomination Letters is attached hereto as Exhibit 99.24 and Exhibit 99.25, respectively, and is incorporated herein by reference.

CUSIP No. 900111204	Schedule 13D/A	Page 12 of 16 Pages

On February 2, 2022, IMTIS Holdings delivered a letter to the Board pursuant to the applicable provisions of the Turkish Commercial Code and the Turkish Capital Markets Law (the “Convocation Letter”), requisitioning a general meeting of the Issuer’s shareholders (the “Requisitioned Meeting”). In the Convocation Letter, among other things, IMTIS Holdings requested that the Board convene the Requisitioned Meeting by no later than April 30, 2022 to discuss and resolve on the agenda items and proposed resolutions enclosed with the Convocation Letter (the “Agenda Items and Proposed Resolutions”). The Agenda Items and Proposed Resolutions include: (a) removing each of Afif Demirkıran, Nail Olpak, Hüseyin Arslan and Julian Micheal Sir Julian Horn-Smith from the Board, (b) electing each of Serdar Çetin, Gönenç Gürkaynak and Mevhibe Canan Özsoy, as independent directors to the Board, and Alejandro Douglass Plater, as an additional director to the Board, in each case serving for a term of one year ending on the date of the annual general meeting approving the consolidated financial statements of the Issuer for the fiscal year ending December 31, 2022, (c) approving to distribute to the Issuer’s shareholders a cash dividend in an aggregate amount equivalent to 75% of the total distributable net income of the Issuer for the 2021 fiscal year, payment of such cash dividend to be made on a date falling no later than six months after the date of the Requisitioned Meeting, and (d) amending articles 9, 17 and 19 of the articles of association of the Issuer to provide that, among other things, (i) the appointment and dismissal of Board Members be voted on by the general assembly on an individual basis, and (ii) the annual report of the Issuer disclose information on certain additional matters, including: (1) the remuneration and other financial rights of the Board Members and senior management on an individual basis, (2) the attendance of Board Members at Board meetings and committee meetings on an individual basis, (3) the Board’s diversity policy, targets, measures and projected timeframes for achieving such targets, and (4) the fees paid to the Issuer’s independent auditors. The full text of the Convocation Letter is attached hereto as Exhibit 99.26 and is incorporated herein by reference.

On February 2, 2022, the Reporting Persons issued a press release (the “Press Release”), a public letter to the Issuer’s investors (the “Public Letter”) and a presentation to the Issuer’s investors summarizing the Reporting Persons’ concerns with the Issuer’s operating, strategic and corporate governance failings and their plan to ensure the Issuer realizes its full potential for investors and all other stakeholders (the “Investor Presentation”). The full text of the Press Release, the Public Letter and the Investor Presentation is attached hereto as Exhibit 99.27, Exhibit 99.28 and Exhibit 99.29, respectively, and is incorporated herein by reference.

The Reporting Persons have had and anticipate having further discussions with officers and directors of the Issuer regarding various strategic and operational initiatives that the Reporting Persons believe can generate value. The topics of these discussions have covered and will cover a range of issues, including recommendations relating to the business of the Issuer, management, board composition, investor communications, operations, capital allocation, dividend policy, financial condition, mergers and acquisitions strategy, overall business strategy, executive compensation, corporate governance and environmental and social matters related to the Issuer’s business and stakeholders. The Reporting Persons may also have similar discussions with other stockholders or other interested parties, such as industry analysts, existing or potential strategic partners or competitors, investment professionals and other investors.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, results and strategic direction, price levels of the Shares, the outcome of any discussions referenced above, actions taken by management and the Board, the Reporting Persons’ overall investment strategies and liquidity requirements, applicable legal and regulatory constraints, conditions in the securities and capital markets, and other factors that the Reporting Persons may deem relevant, the Reporting Persons may in the future consider various courses of action of the types described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

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.

CUSIP No. 900111204	Schedule 13D/A	Page 13 of 16 Pages

(a) In its capacity as sole shareholder of IMTIS Holdings, IMTIS may 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. IMTIS Holdings is 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 435,600,000 Shares held by IMTIS Holdings, cumulatively representing 19.8% of the issued and outstanding Shares. 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) 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 435,600,000 Shares 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, L1T HeadCo, 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.

Not applicable.

Item 7. Material to be Filed as Exhibits.

 

Item 7 of the Statement is hereby amended and supplemented as follows:

 

CUSIP No. 900111204	Schedule 13D/A	Page 14 of 16 Pages

* Filed with Amendment No. 22 on January 4, 2022.

CUSIP No. 900111204	Schedule 13D/A	Page 15 of 16 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.

 

CUSIP No. 900111204	Schedule 13D/A	Page 16 of 16 Pages

ANNEX A

IMTIS Holdings S.à r.l.

IMTIS Holdings is a Luxembourg company (a société à responsabilité limitée), with its principal address at 9 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:

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:

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:

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:

 

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.

L1 Technology HeadCo S.à r.l.

L1T HeadCo 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 HeadCo is to function as a holding company.

During the past five years, L1T HeadCo 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 HeadCo 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 HeadCo and their respective positions, principal occupation and business addresses are identified below:

To the best of L1T HeadCo’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:

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:

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.