AGM Information • Jun 22, 2017
AGM Information
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regarding the election of the Chairman of the Ordinary (Annual) Shareholders' Meeting
Acting pursuant to Art. 409 § 1 of the Commercial Companies Code, it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. hereby appoints, as the Chairman of the Meeting, Ms Maria Bysiewicz.
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast 40,194,140
Percentage share of those votes in the share capital 76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,194,140 Number of votes cast "against":0 Number of votes "abstaining":0
regarding the adoption of the agenda of the Ordinary (Annual) Shareholders' Meeting
Acting pursuant to Art. 25 of the Rules and Regulations of the Shareholders' Meeting of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. hereby adopts the following agenda of the Ordinary (Annual) Shareholders' Meeting of CIECH S.A.:
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast 40,194,140
Percentage share of those votes in the share capital 76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,194,140 Number of votes cast "against":0 Number of votes "abstaining":0
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 1) of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
Upon consideration, the Shareholders' Meeting of CIECH S.A. hereby approves the Report of the Management Board on the activity of the CIECH Group and CIECH S.A. for financial year 2016.
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast : 40,194,140
Percentage share of those votes in the share capital:76,27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,194,140 Number of votes cast "against":0 Number of votes "abstaining":0
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 1) of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A., after consideration of the report and an opinion of the chartered accountant
PricewaterhouseCoopers Sp. z o.o. and the evaluation of the financial statement of CIECH S.A. for financial year 2016, presented by the Supervisory Board of CIECH S.A. for financial year 2016, approves the Unit Financial Statement of CIECH S.A., covering:
statement on the financial situation drawn-up as of 31 December 2016 which, on the side of assets and liabilities shows an amount of PLN 3,599,972 thousand (say: three billion five hundred and ninety-nine million nine hundred and seventy-two thousand),
§ 2
This resolution shall come into force on the date of its adoption
The number of shares from which valid votes have been cast 40,194,140
Percentage share of those votes in the share capital 76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,194,140 Number of votes cast "against":0 Number of votes "abstaining":0
Acting pursuant to Art. 395 § 5 of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A., after consideration of the report and an opinion of the chartered accountant
PricewaterhouseCoopers Sp. z o.o. and the evaluation of the consolidated financial statement of the Ciech Group for financial year 2016, presented by the Supervisory Board of CIECH S.A. for financial year 2016, approves the Consolidated Financial Statement of the Ciech Group for financial year 2016, covering:
consolidated statement on the financial situation drawn-up as of 31 December 2016 which, on the side of assets and liabilities shows an amount of PLN 4,501,892 thousand (say: four billion five hundred and one million eight hundred and ninety-two thousand),
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast : 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,141,949 Number of votes cast "against":0 Number of votes "abstaining":52,191
Acting pursuant to Art. 395 § 5 of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. approves the Report of the Supervisory Board of CIECH S.A. on the Activity in financial year 2016, covering, inter alia, a report on the results of evaluation of: reports of the Management Board on the activity of CIECH S.A. and the Ciech Group, financial statements of CIECH S.A. and the Ciech Group for financial year 2016 and the motion of the Management Board regarding distribution of the net profit of CIECH S.A. for 2016.
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,141,949 Number of votes cast "against":0 Number of votes "abstaining":52,191
As to point No. 13 of the Agenda – Adoption of a resolution on distribution of the net profit for the fiscal year 2016, the draft resolution submitted by the Towarzystwo Funduszy Inwestycyjnych PZU S.A., in the following wording, was put to a vote
Acting pursuant to Art. 395 § 2 point 2) of the Commercial Companies Code and § 18 point 2) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. hereby decides to distribute the net profit of CIECH S.A. for 2016, amounting to PLN 152,439,960.97 (in words: one hundred and fifty-two million four hundred and thirty-nine thousand nine hundred and sixty and 97/100 Polish Zloty) as follows:
§2
The dividend date is scheduled for 6 July 2017. The dividend payment date is scheduled for 27 July 2017.
§ 3 This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 40,194,140 Percentage share of such shares in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":9,916,297 Number of votes cast "against":26,952,052 Number of votes "abstaining":3,325,791
This resolution was not adopted.
In connection with the failure to adopt a resolution on distribution of the net profit for the fiscal year 2016, in the wording proposed by the Towarzystwo Funduszy Inwestycyjnych PZU S.A., a draft resolution on distribution of the net profit for the fiscal year 2016 – as contained in the proposal of the Management Board regarding distribution of the Company's profit – was put to a vote
Acting pursuant to Art. 395 § 2 point 2) of the Commercial Companies Code and § 18 point 2) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A., upon reviewing the motion of the Management Board of CIECH S.A. regarding the proposal of distribution of the whole net profit of CIECH S.A. for 2016 and upon reviewing an opinion of the Supervisory Board of CIECH S.A., decides to allocate the net profit of CIECH S.A. for 2016, to the value of PLN 152,439,960,97 (say: one hundred and fifty-two million four hundred and thirty-nine thousand nine hundred and sixty and 97/100) to the supplementary capital of the Company.
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 40,194,140
Percentage share of such shares in the share capital: 76.27%
Total number of valid votes: 40,194,140
Number of votes cast "in favour":30,210,891 Number of votes cast "against":9,916,297 Number of votes "abstaining":66,952
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. grants of acknowledgement to Mr Maciej Tybura for the fulfilment of his duties of the President of the Management Board in the period from 1 January 2016 to 31 December 2016
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,141,949 Number of votes cast "against":0 Number of votes "abstaining":52,191
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. grants of acknowledgement to Mr Artur Osuchowski for the fulfilment of his duties of the Member of the Management Board in the period from 1 January 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption..
The number of shares from which valid votes have been cast: 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,141,949 Number of votes cast "against":0 Number of votes "abstaining":52,191
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. grants of acknowledgement to Mr Artur Król for the fulfilment of his duties of the Member of the Management Board in the period from 1 January 2016 to 31 December 2016
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,141,949 Number of votes cast "against":0 Number of votes "abstaining":52,191
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. grants acknowledgement to Mr Sebastian Kulczyk for the fulfilment of his duties of the Member of the Supervisory Board in the period from 1 January 2016 to 31 December 2016
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,141,949 Number of votes cast "against":0 Number of votes "abstaining":52,191
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. grants acknowledgement to Mr Tomasz Mikołajczak for the fulfilment of his duties of the Member of the Supervisory Board, including the duties of the Vice Chairman of the Supervisory Board in the period from 1 January 2016 to 31 December 2016
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,141,949 Number of votes cast "against":0 Number of votes "abstaining":52,191
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. grants acknowledgement to Mr Wojciech Stramski for the fulfilment of his duties of the Member of the Supervisory Board, including the duties of the Secretary of the Supervisory Board, in the period from 1 January 2016 to 31 December 2016
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast : 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,140,349 Number of votes cast "against":0 Number of votes "abstaining":53,791
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. grants of acknowledgement to Mr Dominik Libicki for the fulfilment of his duties of the Member of the Supervisory Board in the period from 7 March 2016 to 31 December 2016.
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast : 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,141,949 Number of votes cast "against":0 Number of votes "abstaining":52,191
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. grants of acknowledgement to Mr Mariusz Nowak for the fulfilment of his duties of the Member of the Supervisory Board in the period from 1 January 2016 to 31 December 2016
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast : 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,141,949 Number of votes cast "against":0 Number of votes "abstaining":52,191
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. grants of acknowledgement to Mr Piotr Augustyniak for the fulfilment of his duties of the Member of the Supervisory Board in the period from 1 January 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast : 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,141,949 Number of votes cast "against":0 Number of votes "abstaining":52,191
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Commercial Companies Code and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. grants of acknowledgement to Mr Artut Olech for the fulfilment of his duties of the Member of the Supervisory Board in the period from 1 January 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast 40,194,140
Percentage share of those votes in the share capital 76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,141,949 Number of votes cast "against":0 Number of votes "abstaining":52,191
Acting pursuant to § 18 point 4) of the Rules and Regulations of the Shareholders' Meeting of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. amends the Articles of Association of CIECH S.A. in the following manner:
Resolutions of the Shareholders' Meeting shall be adopted by means of an absolute majority of votes provided that the provisions of the Commercial Companies Code do not stipulate stricter conditions in this respect.
Resolutions of the Shareholders' Meeting shall be adopted by an absolute majority of votes cast in the presence of shareholders representing as a minimum 40% of the Company's share capital, unless the provisions of the Commercial Companies Code or any other relevant laws, or the Articles of Association of the Company provide for other conditions for their adoption.
The Supervisory Board shall be formed of five to nine members appointed by the Shareholders' Meeting.
The Supervisory Board shall be formed of five to nine members appointed by the Shareholders' Meeting. The number of members of the Supervisory Board shall be determined by the Shareholders' Meeting by way of resolution.
Individual members of the Supervisory Board may be at any time dismissed in a manner provided for their appointment.
Individual members of the Supervisory Board may be at any time dismissed by the Shareholders' Meeting.
The Supervisory Board shall operate on the basis of the Rules and Regulations adopted by the Supervisory Board and approved by the Shareholders' Meeting.
The Supervisory Board shall operate on the basis of the Rules and Regulations adopted by the Supervisory Board and approved by the Shareholders' Meeting, which shall detail the principles of its proceedings.
Meetings of the Supervisory Board shall be convened by means of a written notification of the time and agenda of the meeting, delivered to each member of the Supervisory Board fourteen days before the planned date of the meeting. A notification of a meeting of the Supervisory Board may also be sent to a member of the Board by means of an electronic mail, if such member has previously granted his consent to such form of communication, providing an e-mail address to which such notification should be sent.
In the event that the on-going activity of the Company requires immediate convening of the Supervisory Board, this may be done, but resolutions adopted during such meeting shall be valid only if each of the members of the Supervisory Board delivers to the Chairman, and in the event of his absence, to his Deputy or to the secretary, not later than before the opening of the meeting, a written statement that he has been duly notified of the date and subject matter of such meeting. The above statement may also be sent by fax or electronic mail to the number/electronic mail address indicated on the website of the Company.
4) convening of Shareholders' Meetings and adoption of the proposed agenda;
4) convening of Shareholders' Meetings and determination of their agenda;
Resolutions of the Management Board shall be adopted by means of an absolute majority of votes. In the event of an equal number of votes, the vote of the President of the Management Board shall be decisive.
Resolutions of the Management Board shall be adopted by means of an absolute majority of votes, with at least half of its members participating in the vote. In the event of an equal number of votes, the vote of the President of the Management Board shall be decisive.
In § 24, addition of section 8 which shall read as follows:
The Management Board may adopt its resolutions without a duly convened meeting, by way of votes cast in writing or means of direct distant communication, provided however that any resolutions adopted in the aforementioned manner shall be effective if all members of the Management Board have received a notification specifying the contents of the proposed resolution.
This resolution shall come into force on the date of its adoption, with legal effects as of the entry of the amendment to the Articles of Association of the Company in the Register of Entrepreneurs of the National Court Register.
The number of shares from which valid votes have been cast: 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":28,273,626 Number of votes cast "against":4,504,181 Number of votes "abstaining": 7,416,297
This resolution was not adopted
In connection with the failure to adopt a resolution regarding an amendment to the Articles of Association of CIECH S.A., in the wording proposed above, a draft resolution in the following wording – was put to a vote
Acting pursuant to § 18 point 4) of the Rules and Regulations of the Shareholders' Meeting of CIECH S.A., it is resolved as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. amends the Articles of Association of CIECH S.A. in the following manner:
§ 20 section 1
The Supervisory Board shall be formed of five to nine members appointed by the Shareholders' Meeting..
The Supervisory Board shall be formed of five to nine members appointed by the Shareholders' Meeting. The number of members of the Supervisory Board shall be determined by the Shareholders' Meeting by way of resolution.
Individual members of the Supervisory Board may be at any time dismissed in a manner provided for their appointment.
Individual members of the Supervisory Board may be at any time dismissed by the Shareholders' Meeting.
The Supervisory Board shall operate on the basis of the Rules and Regulations adopted by the Supervisory Board and approved by the Shareholders' Meeting.
The Supervisory Board shall operate on the basis of the Rules and Regulations adopted by the
Supervisory Board and approved by the Shareholders' Meeting, which shall detail the principles of its proceedings.
Meetings of the Supervisory Board shall be convened by means of a written notification of the time and agenda of the meeting, delivered to each member of the Supervisory Board fourteen days before the planned date of the meeting. A notification of a meeting of the Supervisory Board may also be sent to a member of the Board by means of an electronic mail, if such member has previously granted his consent to such form of communication, providing an e-mail address to which such notification should be sent.
In the event that the on-going activity of the Company requires immediate convening of the Supervisory Board, this may be done, but resolutions adopted during such meeting shall be valid only if each of the members of the Supervisory Board delivers to the Chairman, and in the event of his absence, to his Deputy or to the secretary, not later than before the opening of the meeting, a written statement that he has been duly notified of the date and subject matter of such meeting. The above statement may also be sent by fax or electronic mail to the number/electronic mail address indicated on the website of the Company.
4) convening of Shareholders' Meetings and adoption of the proposed agenda;
4) convening of Shareholders' Meetings and determination of their agenda;
Resolutions of the Management Board shall be adopted by means of an absolute majority of votes. In the event of an equal number of votes, the vote of the President of the Management Board shall be decisive.
Resolutions of the Management Board shall be adopted by means of an absolute majority of votes, with at least half of its members participating in the vote. In the event of an equal number of votes, the vote of the President of the Management Board shall be decisive.
The Management Board may adopt its resolutions without a duly convened meeting, by way of votes cast in writing or means of direct distant communication, provided however that any resolutions adopted in the aforementioned manner shall be effective if all members of the Management Board have received a notification specifying the contents of the proposed resolution.
This resolution shall come into force on the date of its adoption, with legal effects as of the entry of the amendment to the Articles of Association of the Company in the Register of Entrepreneurs of the National Court Register.
The number of shares from which valid votes have been cast: 40,194,140
Percentage share of those votes in the share capital: 76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":31,910,533 Number of votes cast "against":800,358 Number of votes "abstaining": 7,483,249
This resolution was adopted in an open vote.
§ 2
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A., acting pursuant to Art. 430 § 1 of the Commercial Companies Code, resolves as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. determines the uniform text of the Articles of Association of CIECH S.A., taking into account the amendments adopted by means of Resolution No. 18 of the Ordinary (Annual) Shareholders' Meeting of CIECH S.A. on 22 June 2016, in the wording specified in the attachment to this resolution.
§ 2
This resolution shall come into force on the date of its adoption, with legal effects as of the entry of the amendment to the Articles of Association of the Company in the Register of Entrepreneurs of the National Court Register.
The number of shares from which valid votes have been cast : 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":30,198,429 Number of votes cast "against":2,579,414 Number of votes "abstaining":7,416,297
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A., acting pursuant to article 391 § 3 of the Commercial Companies Code and § 20 section 4 of the Articles of Association of CIECH S.A., resolves as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. hereby approves the Rules and Regulations of the Supervisory Board of CIECH S.A. (the "Rules and Regulations") in the wording approved by Resolution No. 112/IX/2017 of the Supervisory Board of CIECH S.A. dated 24 May 2017 on the approval of the Rules and Regulations of the Supervisory Board of CIECH S.A. The Rules and Regulations have been appended hereto.
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast : 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":40,192,540 Number of votes cast "against":0 Number of votes "abstaining":1,600
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A., acting pursuant to § 18 point 3) of the Articles of Association of CIECH S.A., resolves as follows:
§ 1
The Ordinary (Annual) Shareholders' Meeting of CIECH S.A. hereby approves the Rules and Regulations of the Shareholders' Meeting of CIECH S.A. (the "Rules and Regulations") in the wording stipulated in the draft Rules and Regulations appended hereto.
§ 2
This resolution shall come into force on the date of its adoption and it is valid from the next Shareholders' Meeting
The number of shares from which valid votes have been cast : 40,194,140
Percentage share of those votes in the share capital:76.27%
Total number of valid votes: 40,194,140 Number of votes cast "in favour":37,854,397 Number of votes cast "against":2,158,841 Number of votes "abstaining":180,902
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