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REC Silicon

Remuneration Information Mar 24, 2023

3726_10-k_2023-03-24_85fb07ed-5e23-4c8c-8e8e-278abe844223.pdf

Remuneration Information

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REMUNERATION REPORT

1. PURPOSE OF THE REPORT

This report on salaries and other remuneration to leading personnel (the "report") of REC Silicon ASA (the "Company") is based on the guidelines for the determination of salaries and other remuneration of leading personnel in the Company which were approved by the Company's general meeting on June 22, 2022 ("Guidelines").

This report is based on the requirements set out in the Norwegian Public Limited Companies Act of June 13, 1997 no. 45 (the "Companies Act") section 6-16a and 6-16b, as well as Regulation on guidelines and report on remuneration for leading personnel of December 11, 2020 No. 2730 (the "Regulation"). The report is formulated in line with the European Commission's template for remuneration reports.

The information included in the report is derived from the audited annual report of REC Silicon ASA for the financial year 2022. The report also contains additional information to meet the requirements of the Regulation, and to explain Board and Group Management remuneration. All amounts are in USD unless otherwise specified.

Information required by the Norwegian Act relating to Annual Accounts of July 17, 1998 no. 56 ("Accounting Act") section 7-31 b is included in the Company's annual report for 2021.

1.1 Company Performance in 2022

Introduction

REC Silicon is a leading producer of advanced silicon materials, delivering high-purity polysilicon and silicon gas to the solar and electronics industries worldwide. We combine 30 years of experience and proprietary technology with the needs of our customers, with annual production capacity of more than 20,000 MT of polysilicon from the

Company's two US-based manufacturing plants, based in Moses Lake, Washington and Butte, Montana.

The Moses Lake operation uses a proprietary FBR technology while the Butte operations are based on the Siemens technology. Both technologies are based on the use of Silane Gas to produce polysilicon. The Company has a total silane production capacity of over 30,000 MT available for the production of polysilicon or for commercial shipments of silicon gases.

Revenues

Total revenues for 2022 were USD 147.8 million, an increase of 3.3 percent from USD 143.2 million in 2021. This increase is primarily due to increased sales prices for semiconductor grade polysilicon.

Operations

During 2022 all polysilicon produced by REC Silicon was manufactured in the Semiconductor Materials segment from its plant in Butte, Montana. The Company is executing a plan to realize FBR production from its plant in Moses Lake in Q4 of 2023.

Total polysilicon production increased by 151MT to 1,375MT in 2022 compared to 1,225MT in 2021.

Earnings

Earnings before interest taxes depreciation and amortization, (EBITDA) for 2022 was a loss of USD 34.9 million compared to an EBITDA of USD 7.7 million in 2021. The decrease in EBITDA compared to 2021 is the result of higher operating costs, specifically energy and raw materials.

Earnings per share from continuing operations was USD -0.21 in 2022 compared to -0.12 in 2021.

Key figures in Company Performance

Earnings per share from continuing operations

2. REMUNERATION OF GROUP MANAGEMENT

Members of Group Management are those that lead the business and make operational decisions. The company considers the positions of Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Chief Strategy Officer (CSO) as leading personnel for the company.

Members of group management subject to prevailing guidelines in 2022:

  • CEO Kurt Levens September 28 December 31
  • CEO James May January 1 September 26
  • CFO Jeong Ryul Yun October 3 December 31
  • CFO Douglas Moore January 1 to October 2
  • CSO Dongjin Jung November 1 December 31

2.1 Remuneration Overview

The remuneration to the senior executives covered by the guidelines may consist of

  • Fixed remuneration Reflects the individual's position and degree of responsibility and market rates at the relevant location. Fixed remuneration is made up of:
  • Base Salary represents the amount paid during the year.
  • Stipend is a fixed amount paid that is in addition to base salary.
  • Pension expense is a fixed percentage and is for a defined contribution plan.
  • Fringe Benefits are other fixed benefits and can include medical insurance, housing, company car, and cash in lieu of paid time off.
  • Variable remuneration Depends upon the competencies, performance, and dedication, measured through clearly established result parameters or Key Performance Indicators (KPIs). Maximum performance bonus pay out for REC Silicon Management varies between 25 percent and 110 percent of annual salary. Variable remuneration is made up of:

  • One year variable for bonus earned during 2022 that is paid in 2023

  • Multi-year variable for a share based incentive program which is discussed in section 3.
  • Employee termination benefits ("severance") are also included in variable remuneration.

Remuneration packages for the Group Management comprise a base salary, a short-term cash-based incentive or "STIP", a long-term sharebased incentive, "LTIP", a pension contribution and other benefits. The fixed remuneration enables the executives to take decisions with a longterm perspective in mind without undue considerations for short- or long-term incentives. The variable remuneration is designed to promote performance in line with the Company's strategy and to further align the interests of the Group Management and shareholders.

Company guidelines do not include a right to reclaim variable compensation. Therefore, there is no claw-back of compensation provided under the Company's variable compensation plans.

Bonus, STIP, Criteria for 2022

Financial criteria is used to evaluate the overall profitability of the Company compared to the annual budget. For 2022 a EBITDA in excess of USD -2.5 million was required. Financial goals were worth 50 percent of overall bonus. Financial goals were not met for 2022.

Three Strategic and operational goals were set forth for 2022. Strategic and operational criteria were worth 50 percent of overall bonus. These goals included:

• Moses Lake Strategy – (50 percent weight of strategic and was met)

Startup decision for Moses Lake by December 31, 2022. This goal included putting in place the building blocks necessary to make a startup decision, which may include silicon anode and solar offtake opportunities. Startup date must be before on or before December 31, 2023.

• Silicon Anode Initiative – (20 percent weight of strategic and was not met)

REC Silicon to negotiate a least one supply contract for Silane which enables an investment in a commercial scale Silicon Anode plant colocated in Moses Lake and Include contractual agreement for offtake in 2023.

• Butte Strategy – (30 percent weight of strategic and was not met)

Increase overall utilization of the Butte facility by:

    1. Successful commissioning of DCS Capacity expansion project.
    1. Successful development of projects for DCS loading and recovery, and for DiSilane expansion.

Bonus Criteria for Kurt Levens

Mr. Levens was appointed Chief Executive officer on September 28, 2022. He was eligible for a maximum bonus of 50 percent of base salary. His bonus was set by the above criteria and was divided 50 percent financial and 50 percent strategic.

Bonus Criteria for Douglas Moore

Mr. Moore was interim Chief Financial Officer until October 2, 2022. He was eligible for a maximum bonus of 25 percent of base salary. His bonus criteria were divided into financial and operational. The financial criteria was EBITDA in excess of USD -2.5 million. Operational criteria were various safety, quality, operational targets.

Bonus Criteria for Jeong Ryul Yun and Dongjin Jung

Mr. Yun joined REC as Chief Financial Officer on October 3, 2022 and Mr. Jung joined REC as Chief Strategy Officer on November 1, 2022. Both had preexisting bonus arrangements with Hanwha. Mr. Yun had a maximum bonus potential of 110 percent of base salary and Mr. Jung had a maximum bonus potential of 50 percent of base salary. It was determined that Mr. Yun earned USD 23,540 and Mr. Jung earned USD 4,921 during their time with REC. For 2023 their bonus will be tied to REC's performance.

Key developments in Executive Management Remunerations The remuneration of executives during 2022 is governed by the Guidelines for Salary and other Remuneration to Leading Personnel (the "Guidelines") in REC Silicon ASA, which was adopted at the Annual General Meeting in 2022.

All remuneration in 2022 to Group Management (the "Management") was in line with the approved Guidelines. Total remuneration of Management amounted to USD 1,543,023 in 2022 as compared with USD 2,194,526 in 2021. The remuneration is in alignment with benchmark salary data for like positions within our industry. The 29.7 percent decrease in total remuneration compared to 2021 is mainly due to the changes in the group management of the company.

During the year, the Company's Interim CEO James May II resigned effective September 26, 2022. He was replaced by Kurt Levens, effective September 28, 2022. Jeong Ryul Yun became CFO on October 3, 2022 and interim CFO Douglas Moore reverted to his previous role as Corporate Controller. The position of Chief Strategy Officer (CSO) was added and Dongjin Jung was selected for this role effective November 1, 2022.

The total remuneration for Chief Executive Officer ("CEO") in 2022 amounted to USD 1,180,750 (USD 1,754,082 for 2021). Of the total CEO remuneration, USD 595,259 is fixed and USD 585,491 is variable remuneration. Included in variable remuneration is employee termination benefits of USD 514,695 paid to Mr. May in 2022.

Remuneration of Group Management

2022

(AMOUNTS IN USD) FIXED REMUNERATION VARIABLE REMUNERATION
NAME AND POSITION BASE
SALARY
STIPEND PENSION
EXPENSE
FRINGE
BENEFITS
ONE-YEAR
VARIABLE
EARNED
MULTI-YEAR
VARIABLE
EARNED
SEVERANCE TOTAL
REMUNER
ATION
PROPORTION OF
FIXED AND VARIABLE
REMUNERATION
Kurt Levens, CEO 131,414 26,769 0 3,911 15,102 55,694 0 232,890 69.6% 30.4%
September 28 - December 31, 2022
James A. May II, CEO 243,255 114,460 27,450 48,000 0 0 514,695 947,859 45.7% 54.3%
January 1 - September 26, 2022
Jeong Ryul Yun, CFO 49,234 0 0 61,024 23,540 0 0 133,798 82.4% 17.6%
October 3 - December 31, 2022
Douglas Moore, CFO 124,336 49,350 12,529 3,633 4,116 0 0 193,964 97.9% 2.1%
January 1 - October 2, 2022
Dongjin Jung, CSO 14,497 0 0 15,094 4,921 0 0 34,511 85.7% 14.3%
October 31 - December 31, 2022
Totals 562,735 190,579 39,979 131,662 47,678 55,694 514,695 1,543,023 59.9% 40.1%

2021

(AMOUNTS IN USD) FIXED REMUNERATION VARIABLE REMUNERATION
NAME AND POSITION BASE
SALARY
STIPEND PENSION
EXPENSE
FRINGE
BENEFITS
ONE-YEAR
VARIABLE
EARNED
MULTI-YEAR
VARIABLE
EARNED
SEVERANCE TOTAL
REMUNER
ATION
PROPORTION OF
FIXED AND VARIABLE
REMUNERATION
Tore Torvund, CEO
January 1 - November 30, 2022
760,044 0 105,807 122,088 0 313,164 414,929 1,716,032 57.6% 42.4%
James A. May II, CEO 23,080 7,440 0 0 7,530 0 0 38,050 80.2% 19.8%
December 1 - December 31, 2022
James A. May II, CFO 275,961 0 20,300 2,108 89,658 36,626 0 424,654 70.3% 29.7%
January 1 - November 30, 2022
Douglas Moore, CFO 10,685 3,055 748 133 1,169 0 0 15,790 92.6% 7.4%
December 1 - December 31, 2022
Totals 1,069,770 10,495 126,855 124,329 98,357 349,790 414,929 2,194,526 60.7% 39.3%

3. SHARE BASED, LONG TERM INCENTIVE PROGRAM, LTIP 3.1 Introduction

The share-based incentive program is intended to award and incentivize outstanding performance by eligible employees and to attract and retain strong talent in business-critical functions.

The synthetic options under this program entitle the holder to receive a cash payment equivalent to the difference between a specific number of options multiplied by the strike price for such options and the same number of REC shares multiplied by the weighted average market price of REC shares on the disbursement dates. The options entitlement does not need to be exercised by any action by the eligible employee and will be automatically disbursed by REC following the applicable disbursement date for such year. The share options granted to eligible employees can be cancelled in its entirety if the eligible employee ceases to be employed by REC Silicon. Employees who retire retain share options granted under the plan.

The tables below contains information on the number of shares and share options granted or offered to group management and information on the number of share options granted or offered for the reported financial year respectively. Kurt Levens had previously been granted options while in his role as senior vice president of Butte operations. He was not granted any options in 2022. In the tables, the main conditions for the exercise of the rights including the exercise price and date and any change thereof appear. The cash payment is limited to a maximum amount in each calendar year. The maximum amount is each employee's base salary effective January 1 in the year of the relevant disbursement date. The options entitlement does not need to be exercised by any action of the eligible employee and will be automatically disbursed by REC following the applicable disbursement date for such year.

The value of unvested options is calculated using the Black Scholes option pricing model and may not match actual payments made depending upon the market value of the Company's stock on the exercise date. During 2022, members of group management were paid USD 0.1 million for options granted in 2017, 2018, and 2019 (see table below).

3.2 Shares granted or offered for the reported financial year There were no shares granted or offered during 2022.

KURT LEVENS CEO SEPTEMBER 28 - DECEMBER 31 2022 INFORMATION REGARDING THE REPORTED FINANCIAL YEAR OPENING BALANCE DURING THE YEAR CLOSING BALANCE SPECIFICATION OF PLAN PLAN PERIOD AWARD DATE VESTING DATES END OF HOLDING PERIOD SHARES PREVIOUSLY AWARDED SHARES AWARDED/ TERMINATED SHARES VESTED / SETTLED IN CASH SHARES SUBJECT TO A PERFORMANCE CONDITION SHARES AWARDED AND UNVESTED AT YEAR END SUBJECT TO A HOLDING PERIOD / VALUE 2021 Plan - Strike Price NOK 17.5 2021 - June 30 2026 May 11, 2021 June 30, 2024 33.33% July 1, 2026 133,277 0 0 133,277 133,277 June 30, 2025 33.33% \$0 \$46,139 June 30, 2026 33.33% 2020 Plan - Strike Price NOK 3.5 2020 - June 30 2025 May 12, 2020 June 30, 2023 33.33% July 1, 2025 121,602 0 0 121,602 121,602 June 30, 2024 33.33% \$0 \$121,566 June 30, 2025 33.33% 2019 Plan - Strike Price NOK 8.1 2019 - June 30 2024 May 9, 2019 June 30, 2022 33.33% July 1, 2024 123,797 0 41,266 82,532 82,532 June 30, 2023 33.33% \$36,117 \$72,304 June 30, 2024 33.33% 2018 Plan - Strike Price NOK 15.2 2018 - June 30 2023 April 26, 2018 June 30, 2021 33.33% July 1, 2023 102,379 0 51,189 51,189 51,189 June 30, 2022 33.33% \$8,323 \$19,576 June 30, 2023 33.33% 2017 Plan - Strike Price NOK 11.9 2017 - June 30 2022 May 5, 2017 June 30, 2020 33.33% July 1, 2022 28,611 0 28,611 0 0 June 30, 2021 33.33% \$14,129 \$0 June 30, 2022 33.33% Total Shares 509,666 0 121,066 388,600 388,600 Total USD \$262,459 \$58,569 \$259,585

JAMES A. MAY II
CEO JANUARY 1 - SEPTEMBER 26, 2022

INFORMATION REGARDING THE REPORTED FINANCIAL YEAR

OPENING
BALANCE
DURING THE YEAR CLOSING BALANCE
SPECIFICATION
OF PLAN
PERFORMANCE
PERIOD
AWARD
DATE
VESTING
DATES
END OF
HOLDING
PERIOD
SHARES
PREVIOUSLY
AWARDED
SHARES
AWARDED/
(TERMINATED)
SHARES
VESTED /
VALUE
SHARES SUBJECT TO
A PERFORMANCE
CONDITION
SHARES AWARDED AND
UNVESTED AT YEAR END
SUBJECT TO A HOLDING
PERIOD / VALUE
2021 Plan - Strike
Price NOK 17.5
2021 -
June 30 2026
May 11,
2021
June 30, 2024
33.33%
June 30, 2025
33.33%
June 30, 2026
33.33%
July 1, 2026 81,077 -81,077 0
\$0
0 0
\$0
2020 Plan - Strike
Price NOK 3.5
2020 -
June 30 2025
May 12,
2020
June 30, 2023
33.33%
June 30, 2024
33.33%
June 30, 2025
33.33%
July 1, 2025 73,917 -73,917 0
\$0
0 0
\$0
2019 Plan - Strike
Price NOK 8.1
2019 -
June 30 2024
May 9,
2019
June 30, 2022
33.33%
June 30, 2023
33.33%
June 30, 2024
33.33%
July 1, 2024 75,253 -50,169 25,084
\$21,954
0 0
\$0
2018 Plan - Strike
Price NOK 15.2
2018 -
June 30 2023
April 26,
2018
June 30, 2021
33.33%
June 30, 2022
33.33%
June 30, 2023
33.33%
July 1, 2023 46,674 -23,337 23,337
\$3,794
0 0
\$0
2017 Plan - Strike
Price NOK 11.9
2017 -
June 30 2022
May 5,
2017
June 30, 2020
33.33%
June 30, 2021
33.33%
June 30, 2022
33.33%
July 1, 2022 16,897 0 16,897
\$8,344
0 0
\$0
Total Shares 293,818 -228,500 65,318 0 0
Total USD \$151,915 \$34,093 \$0
INFORMATION REGARDING ALL PLAN YEARS
OPENING
BALANCE
DURING THE YEAR CLOSING BALANCE
SHARES
PREVIOUSLY
AWARDED
SHARES
AWARDED/
(TERMINATED)
SHARES
VESTED/
SETTLED
IN CASH
SHARES SUBJECT TO
A PERFORMANCE
CONDITION
SHARES AWARDED
AND UNVESTED AT
YEAR END / VALUE
Kurt Levens Shares 509,666 0 121,066 388,600 388,600
James A. May II USD
Shares
293,818 -228,500 \$58,569
65,318
0 \$259,585
0
USD \$34,093 \$0
Jeong Ryul Yun Shares
USD
0 0 0 0 0
Douglas Moore Shares
USD
0 0 0 0 0
Dongjin Jung Shares
USD
0 0 0 0 0
Total Shares 803,484 -228,500 186,384 388,600 388,600
Total USD \$414,374 \$92,661 \$259,585

4 REMUNERATION OF THE BOARD OF DIRECTORS

Each year, the nomination committee proposes fees for the Chairmen of the Board of Directors and members of the Board of Directors. There is no additional compensation for Board members who serve on the compensation or the audit committees. Amounts are fixed in NOK. At the Annual General Meeting held on June 22, 2022 board fees were set until the AGM of 2023. The remuneration shall be:

Chair of the board NOK 0
Deputy chair NOK 0
Other Board members NOK 925,000

The table below shows remuneration paid to board members in 2022.

(AMOUNTS IN USD)
NAME MEMBER AT
DECEMBER 31, 2022
BOARD
COMPENSATION
Tae Won Jun Yes 0
Dong Kwan Kim Yes 0
Renate Oberhoffer-Fritz Yes 48,054
Vivian Bertseka Yes 0
Roberta Benedetti Yes 0
Koo Yung Lee No 0
Maeng Yoon Kim No 0
Seung Deok Park No 0
Annette Malm Justad No 15,585
Auden Stensvold No 12,988
Heike Heiligtag No 24,225
Total 2022 100,852

5 COMPLIANCE WITH REMUNERATION GUIDELINES

The remuneration of the Board and key group management complies with the Remuneration Guidelines adopted by the Annual General Meeting on June 22, 2022.

The table below shows the targets and results for short-term variable compensation plans for group management. Targets were established by the Board of Directors to incentivize and reward the achievement of Company goals related to financial performance and the strategic direction of the Company.

PERFORMANCE PERFORMANCE TARGETS
NAME AND POSITION PERFORMANCE CRITERIA CRITERIAL
WEIGHTING
MINIMUM TARGET ACTUAL
PERFORMANCE
Kurt Levens EBITDA Financial Goal 50% 100 percent of Budget 0%
CEO Sep 28 - Dec 31, 2022 Moses Lake Strategy 50% Startup decsion by Dec 31, 2022 with startup on or before Dec 31, 2023 100%
Silicon Anode Initiative 20% Supply contract for silane which enables a co-located silicon anode plant 0%
Butte Strategy 30% Successful commissioning of DCS expansion project 0%
Douglas Moore EBITDA Financial Goal 29% EBITDA in excess of USD -2.5 million 0%
CFO Jan 1, 2022 - Oct 2, 2022 Operational Goals 71% Includes safety, quality, and operational targets 3%
Jeong Ryul Yun From Hanwha For 2022 Objective evaluation of performance by Hanwha
CFO Oct 3 – Dec 31, 2022 Will be tied to REC's performance for 2023
Dongjin Jung From Hanwha For 2022 Objective evaluation of performance by Hanwha
CSO Nov 1 – Dec 31, 2022 Will be tied to REC's performance for 2023

The Company's bonus program includes the requirement that the employee must be employed by the Company at the date of the bonus payout date. Accordingly, James May II did not receive a bonus because he was not employed by the Company on the date the bonus was paid.

6 DEROGATIONS AND DEVIATIONS FROM REMUNERATION GUIDELINES

The Guidelines were approved by the Company's Annual General Meeting on June 22, 2022 and as of the date of this report no changes to the Guidelines have been proposed.

7 COMPARATIVE INFORMATION ON THE CHANGE OF REMUNERATIONS AND COMPANY PERFORMANCE

The table below contains information on the annual amount and change of remuneration of each individual member of group management compared to the prior year. Additionally, the performance of the Company and average remuneration on a full-time equivalent basis of employees of the Company over the five most recent years is presented.

(AMOUNTS IN USD) 2018 2019 2020 2021 2022
Remuneration of Group Management
Kurt Levent (CEO) NA NA NA NA 232,890
Change from prior year NA
Percent change from prior year NA
James A. May II (CFO/CEO) 291,439 301,637 515,902 462,704 947,859
Change from prior year -132,053 10,198 214,265 -53,199 485,156
Percent change from prior year -31.2% 3.5% 71.0% -10.3% 104.9%
Tore Torvund (CEO) 950,018 991,544 1,955,838 1,716,032 NA
Change from prior year -862,868 41,525 964,295 -239,806 NA
Percent change from prior year -47.6% 4.4% 97.3% -12.3% NA
Jeong Ryul Yun (CFO) NA NA NA NA 133,798
Change from prior year NA
Percent change from prior year NA
Douglas Moore (CFO) NA NA NA 15,790 193,964
Change from prior year NA 178,173
Percent change from prior year NA 1128.4%
Dongjin Jun (CSO) NA NA NA NA 34,511
Change from prior year NA
Percent change from prior year NA
Total Group Management 1,241,458 1,293,181 2,471,741 2,194,526 1,543,023
Change from prior year -994,921 51,723 1,178,560 -277,214 -651,504
Percent change from prior year -44.5% 4.2% 91.1% -11.2% -29.7%
Average remuneration on a full-time equivalent basis of employees (excluding group management) - Amounts in USD
Employees of the Group 132,149 129,277 134,008 141,087 137,661
Average number of employees 442 338 275 280 309
(USD IN MILLION) 2018 2019 2020 2021 2022
Group Revenues 221.2 160.2 122.1 143.2 147.8
Group EBITDA -4.9 -12.9 23.8 7.7 -34.9
Earnings per share -0.13 -0.47 -0.16 -0.12 -0.21

8 INFORMATION ON THE SHAREHOLDER VOTE

Pursuant to the Companies Act Section 6-16 b (3), this report shall include an explanation on how the result of the general meeting's advisory vote over the report on salary and other remuneration to leading personnel for the previous year has been regarded. However, guidelines were approved by the annual general meeting on June 22, 2022.

9 STATEMENT BY THE BOARD

The Board of Directors of REC Silicon has today considered and approved the remuneration report for REC Silicon ASA for the year ended December 31, 2022. The remuneration report has been prepared in accordance with Section 6-16 b of the Public Limited Liability Companies Act and the regulations pursuant to this Act.

The remuneration report will be presented to the Annual General Meeting on May 11, 2023 for final decision.

Lysaker, March 23, 2023 Board of Directors

This document is signed electronically.

Tae Won Jun Chairman of the Board Dong Kwan Kim Deputy Chair

Vivian Bertseka Member of the Board

Roberta Benedetti Member of the Board Dr. Renate Oberhoffer-Fritz Member of the Board

William K. Levens President and CEO

REC Silicon ASA Lysaker Torg 5, 3 etg. PO Box 63 1324 Lysaker Norway Phone +47,407 24,086

About REC Silicon

REC Silicon ASA is a leading producer of advanced silicon materials, supplying high-purity polysilicon and silicon gases to the solar and electronics industries worldwide. We combine over 30 years experience and best-in-class proprietary technology to deliver on customer expectations. Our two U.S. based plants have a capacity of more than 20,000 MT high-purity polysilicon. REC Silicon is headquartered in Lysaker, Norway and listed on the Oslo stock exchange under the ticker: RECSI.

For more information, go to: www.recsilicon.com

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