Rit Technologies Ltd - Statement of Beneficial Ownership (SC 13D)
19 6월 2008 - 7:02PM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D
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Under
the Securities and Exchange Act of 1934
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(Amendment
No.)*
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RiT
Technologies, Ltd.
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(Name
of Issuer)
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Ordinary
Shares, NIS 0.1 par value per share
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(Title
of Class of Securities)
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M8215N
109
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(CUSIP
Number)
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Michael
Orion, Adv.
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72
Weizman Street
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Tel-Aviv
62308, Israel
+972-3-544-1937
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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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June
6, 2008
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(Date
of Event Which Requires Filing of this Statement)
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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. [ ]
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Note
:
Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 13d-7 for other
parties to whom copies are to be sent.
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(Page
1 of 16 Pages)
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*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 the disclosures provided in a prior cover page.
The
information required in 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 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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Schedule
13D
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CUSIP
No. M8215N 109
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Page
2 of 7 Pages
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1.
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Names
of Reporting Persons.
Stins
Coman Incorporated
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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(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
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WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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[ ]
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6.
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Citizenship
or Place of Organization
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Russia
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Number
of
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7.
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Sole
Voting Power: 6,150,336
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Shares
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Beneficially
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8.
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Shared
Voting Power: -0-
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Owned
by
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Each
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9.
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Sole
Dispositive Power: 6,150,336
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Reporting
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Person
With
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10.
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Shared
Dispositive Power:
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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6,150,336
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13.
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Percent
of Class Represented by Amount in Row (11)
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41.9%
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14.
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Type
of Reporting Person (See Instructions)
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CO
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SCHEDULE
13D
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CUSIP
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No.
M8215N 109
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Page
3 of 7 Pages
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Item 1.
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Security
and Issuer
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This Statement of
Beneficial Ownership on Schedule 13D (this "Statement"), relates to
ordinary shares NIS 0.1 par value (the "Ordinary Shares"), of RiT
Technologies, Ltd. (the "Issuer"). The address of the Issuer's principal
executive office is 24 Raoul Wallenberg Street, Tel Aviv 69719,
Israel.
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Item
2.
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Identity
and Background
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(a), (d) and (e).
This Statement is filed on behalf of Stins Coman Incorporated (“Stins
Coman” or the "Reporting Person").
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Stins Coman, a
Russian corporation, with headquarters located at Pervomayskaya Street,
126, Moscow 105203 Russia, is a holding company for fifteen technology
companies. Stins Coman is one of the leading Russian suppliers of hi-tech
equipment and solutions in the field of information systems and
technologies.
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Executive Officers
and Directors:
In accordance with
the provisions of General Instruction C to Schedule 13D, information
concerning executive officers and directors of Stins Coman is included in
Schedule A hereto and is incorporated by reference
herein.
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(d) and (e). Stins
Coman and, to the best knowledge of Stins Coman, the persons set forth on
Schedule A have not during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. All of
the persons set forth on Schedule A are Russian
citizens.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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The aggregate
purchase price of the 6,150,336 shares of the ordinary shares held by
Stins Coman is $5,289,289 All of the ordinary shares beneficially held by
Stins Coman were paid for using working capital of its
corporation.
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Item
4.
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Purpose
of Transaction
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(a)-(j). The Common
Stock has been acquired by the Reporting Person for investment purposes.
The Reporting Person reserves the right to change its plan and intentions
at any time as it deems appropriate.
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The Reporting Person
may acquire additional shares of the issuers ordinary shares, dispose all
or some of these shares from time to time, in each case in the open market
or private transactions, block sales or purchases or otherwise, or may
continue to hold the ordinary shares, depending on business and market
conditions, its continuing evaluation of the business and prospects of the
Issuer and other factors. In addition, the Reporting Person intends to
communicate with other shareholders and management of the Issuer about
maximizing the value of its shares of Common
Stock.
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Depending on factors
deemed relevant by the Reporting Person, including but not limited to
change in the Issuer's business, governance or financial situation, the
Reporting Person reserves the right to formulate other plans and/or make
proposals, and take such actions set forth in this response to Item 4 and
any other actions as the Reporting Person may
determine.
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Presently the
Reporting Person has no plans or proposals which would relate or results
in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein.
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SCHEDULE
13D
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CUSIP
No. M8215N 109
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Page
4 of 7 Pages
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Item
5.
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Interest
in Securities of the Issuer
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(a)-(b)
As of June 16, 2008, the aggregate number of Ordinary Shares and
percentage of the outstanding Ordinary Shares of the Issuer beneficially
owned (i) by the Reporting Person, and (ii) to the knowledge of the
Reporting Person, by each other person listed in Exhibit A is as
follows:
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Reporting
Person
(1)
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Aggregate
Number of Shares
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Number
of Shares: Sole Power to Vote or Dispose
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Number
of Shares: Shared Power to Vote or Dispose
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Approximate
Percentage*
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Stins Coman
Incorporated
(1)
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6,150,336
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6,150,336
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41.9%
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Sergey
Nikolayevich Anisimov
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0
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0
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0
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0%
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Chairman
of Board of Directors
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Irina
Georgievna Shibayeva
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0
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0
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0
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0%
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Director
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Boris
Vitalievich Granovskiy
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0
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0
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0
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0%
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Chief
Executive Officer, Director
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Inna
Vladimirovna Belkovich
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0
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0
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0
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0%
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Chief
Financial Officer, Director
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Gennadiy
Agubecherovich Karatsev
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0
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0
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0
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0%
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Director,
Stins Coman, JSC Stins Coman Managing Director
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* Based
on 14,700,073 Ordinary Shares NIS 0.1 par value, outstanding as of June 1,
2008.
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(1)
Each of the Reporting Person and its officers and directors disclaims
beneficial ownership of the securities held by the other listed persons
except to the extent of such person's pecuniary interest therein, if
any.
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(c)
The table below lists all the transactions in the Issuer's Common Stock in
the last sixty days by the Reporting Person. This transaction was made
through a private purchase of 5,122,521 shares from three RiT
shareholders, and 1,027,815 through a tender offer as disclosed
on Schedule TO filed with the Securities and Exchange Commission on May 2,
2008, Amendment No. 1 to Schedule TO filed on June 3, 2008, Amendment No.
2 to Schedule TO filed on June 9, 2008, and Amendment No. 3 to Schedule TO
filed on June 13, 2008.
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Transactions
in Shares Within The Past Sixty Days
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Party
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Date
of Purchase/ Sale
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Number
of Shares of the Common Stock
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Buy/Sell
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Price
Per Share
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Stins
Coman Incorporated
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06/06/2008
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6,150,336
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BUY
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$0.86
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SCHEDULE
13D
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CUSIP
No. M8215N 109
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Page
5 of 7 Pages
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Item
6.
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Contracts,
Arrangement, Understandings or Relationships with Respect to Securities of
the Issuer.
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There are no
contracts, arrangements, understandings or relationships (legal or
otherwise) pursuant to this Item.
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Item
7.
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Materials
To Be Filed As Exhibits
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There are no
exhibits to be filed pursuant to this item.
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(The
remainder of this page was intentionally left blank)
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SCHEDULE
13D
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CUSIP
No. M8215N 109
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Page
6 of 7 Pages
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SIGNATURE
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After
reasonable inquiry and to the best of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
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Date:
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June
17, 2008
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STINS
COMAN INCORPORATED
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By:
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/S/
Boris Granovsky
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Boris
Granovsky
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Title:
Chief Executive Officer
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STINS
COMAN INCORPORATED
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By:
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/s/
Sergey Nikolayevich Anisimov
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By:
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/s/
Irina Georgievna Shibayeva
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Name:
Sergey Nikolayevich Anisimov
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Name:
Irina Georgievna Shibayeva
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Title:
Chairman of Board of Directors
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Title:
Director
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By:
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/s/
Boris Vitalievich Granovskiy
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By:
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/
s/
Gennadiy Agubecherovich Karatsev
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Name:
Boris Vitalievich Granovskiy
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Name:
Gennadiy Agubecherovich Karatsev
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Title:
Chief Executive Officer, Director
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Title:
Director
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By:
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/s/
Inna Vladimirovna Belkovich
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Name:
Inna Vladimirovna Belkovich
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Title:
Director
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SCHEDULE
13D
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CUSIP
No. M8215N 109
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Page
7 of 7 Pages
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Schedule
A
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The
following table sets forth certain information concerning each of the
directors and executive officers of Stins Coman Incorporated named below
as of the date hereof. The business address of each person
is:
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Name:
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Sergey
Nikolayevich Anisimov
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Title:
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Chairman
of Board of Directors
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Citizenship:
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Russia
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Principal
Occupation:
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Chairman
of Board of Directors, Stins Coman
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Address:
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Serova
Street, 6, app. 59, Zhukovsky, Moscow area 140180
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Name:
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Irina
Georgievna Shibayeva
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Title:
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Director
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Citizenship:
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Russia
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Principal
Occupation:
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Director,
Stins Coman
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Address:
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Molodezhnaya
Street, 22, app. 170, Zhukovsky, Moscow area 140180
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Name:
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Boris
Vitalievich Granovskiy
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Title:
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Chief
Executive Officer, Director
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Citizenship:
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Russia
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Principal
Occupation:
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Chief
Executive Officer, Director, Stins coman
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Address:
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Chelyabinskaya
Street, 19, bldg. 4, app. 401, Moscow 105586
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Name:
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Inna
Vladimirovna Belkovich
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Title:
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Chief
Financial Officer, Director
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Citizenship:
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Russia
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Principal
Occupation:
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Chief
Financial Officer, Director, Stins Coman
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Address:
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Stroginsky
Boulevard, 17, bldg. 1, app. 194, Moscow 123592
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Name:
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Gennadiy
Agubecherovich Karatsev
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Title:
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Director
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Citizenship:
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Russia
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Principal
Occupation:
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Director,
Stins Coman
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Address:
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Dzerzhinskogo
Street, 6, bldg. 1, app. 52, Zhukovsky, Moscow area
140180
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(The
remainder of this page was intentionally left blank)
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