Year In Review The world is getting smaller. If lost: May 2012

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2 Year In Review 2011 The world is getting smaller. If lost: Edited by Miranda Alliance. Drawings André Ruivo David Campos José Feitor Pedro Valente Silvia Rodrigues Vasco Costa. Graphic Design Catarina Sousa Morais. Printed by ArtiCosta May 2012

3 The Miranda Alliance is a network of law firms and law offices that brings together around 200 lawyers, spread across 5 continents, in 13 jurisdictions: Portugal, Angola, Brazil, Cape Verde, Equatorial Guinea, Gabon (correspondent office), Guinea-Bissau, Houston (Texas), Macau (China), Mozambique, Republic of the Congo (correspondent office), São Tomé and Príncipe, and Timor-Leste. The Miranda Alliance aims to offer clients a combination of truly international skills and expertise with unparalleled local knowledge and counseling. We want not only to satisfy clients legal needs, but also to provide an in-depth understanding of business and industry in each jurisdiction. Please feel free to visit:

4 If Marilyn Monroe had been a lawyer, instead of an iconic model turned actress and occasional singer, she could have come to the conclusion that friends, rather than diamonds, are a lawyer s best friend. As we celebrate our 25th anniversary, we are proud of and deeply grateful to the many loyal clients who have become our friends. This notebook-shaped Year in Review 2011 is a small token of our gratitude. Please keep it handy (don t throw it away, the young artists would be sad...) as it can be useful next time you need to pen an important thought about a business or investment initiative. After all, that s our main, if not sole, aspiration: to be really useful to our clients when they need us. Good reading and better writing! Agostinho Pereira de Miranda (President) Rui Amendoeira (Managing Partner)

5 chapter 1 Drawing by Silvia Rodrigues

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7 12 We re there for you At Miranda we believe in alliances. But not all types of alliances. We believe in an alliance that respects and preserves the independence and autonomy of the member lawyers and firms, and in which every lawyer shares the same values of the highest professionalism, excellence, knowledge, dedication, honesty and service to you, our client. Our concept of alliance involves the long-term sharing of people, knowledge and information, where lawyers are able to work together with a single purpose no matter what separates them. Distance, language and even cultural differences are easy to overcome whenever the same fundamental values are shared by everyone. These are the foundations on which we formed and have continued to build the Miranda Alliance. But regardless of how we organise ourselves, we know that there is only one right way to do business your way. Last year, across almost every continent, we helped guide clients through complex negotiations, translating business concepts and legal nuances into the right solution for their needs. It is these types of matters that highlight the interconnection and shared commitment of Miranda Alliance s members. Yes, the world is becoming smaller. But it is no less complex. And having the right legal partner can make all the difference. Adding value and delivering solutions here are a few examples of why our clients trust us with their business needs in key markets: Angola International finance in Angola In 2011 we advised China Development Bank (CDB) in connection with several facilities agreements entered into under a US$1.5bn line of credit with the Government of Angola. CDB is a prestigious Chinese bank established by the Chinese government to support the country s economic development. It has assumed a leading role in terms of overseas lending and nowadays is among the biggest financiers of projects in the world, active across almost every continent. Opening this line of credit reflects a desire on the part of the Angolan government to rebuild and further expand the country s economic base. New projects in the construction, infrastructure and agriculture sectors are now benefiting from investments underwritten by the CDB, bringing prosperity to Angola. Our lawyers helped validate each of the agreements and their related guarantees, advising on the applicable legal regimes and regulatory approvals, and presenting suggestions for revisions across the entire finance line. It is new money that is helping to bring new opportunity to Angola. Equatorial Guinea Floating new solutions for Equatorial Guinea s oil sector What does it take to bring an offshore oil well on stream ahead of schedule and with the lowest budget possible? This was the challenge our client Noble Energy set itself for its operations in the Aseng field in Equatorial Guinea. Five years after the discovery of gas condensate in Block I of the Aseng Field, and two years after the approval of the development of the field, Noble Energy has begun pumping oil from the Douala basin in the waters off of Bioko Island, nearly one thousand metres below sea level. In a first for the country s oil industry, Miranda Alliance lawyers are proud to have been a part of Noble Energy s effort to create the ideal structure to bring the floating production, storage, and offloading vessel, FPSO Aseng, to the country s waters. The platform is capable of processing 80,000 barrels of oil per day and storing 1.7 million barrels of oil. 13

8 14 We have assisted Noble Energy in the journey from discovery to commercial exploitation, through the refit and start of operations of FPSO Aseng, which commenced pumping oil in November We advised it on the most efficient structure for its operations, spanning various fields of law, resulting in a 15-year lease of the vessel from Denmark s SBM Offshore. The arrival of the FPSO Aseng and the start of production mark a major milestone in the development of the oil sector in Equatorial Guinea, according to the Minister of Mines, Industry and Energy, Marcelino Owono Edu. It was achieved in less than two and a half years from the date authorisation was granted, seven months ahead of schedule and 13 percent below budget. Gabon Constructing new futures in Gabon Grupo MSF is one of Portugal s leading civil engineering and construction companies and which since 1997 has expanded internationally across Europe and Africa. In Africa MSF has completed projects in Angola, Cape Verde, Ghana, Equatorial Guinea, Namibia, São Tomé and Principe and Senegal, has shareholdings in companies including in Angola and Cape Verde, and is now exploring new project opportunities elsewhere across the continent. Operations outside of Portugal now account for a third of the Group s activities. Among the target markets for Grupo MSF is Gabon where Miranda Alliance has advised on the registration of a local branch. Alongside handling all elements relating to the registration of this branch, Miranda Alliance lawyers were asked to oversee the establishment of an agreement for a public works project with the Gabonese State. Included in this agreement is the construction of an entire new town. Grupo MSF is helping to build new homes and new futures in Gabon. Mozambique Mozambique s growing insurance industry The Absa Group, a subsidiary of UK-based Barclays, is one of South Africa s largest financial services companies. It operates in the corporate and investment banking, wealth management, retail and insurance sectors. Though primarily focused on South Africa, recent years have seen it expand regionally, including into neighbouring Mozambique. Last year, Absa asked us to help continue this expansion through the acquisition of one of Mozambique s largest insurance businesses, and fastest-growing companies, Global Alliance Seguros. The insurance business is a heavily regulated sector and so the transaction required not only ensuring that the terms and protections offered by the deal were sufficiently strong, but also that all the necessary approvals were obtained from the market regulator. Clearance was also required from the South African Reserve Bank. After several months of diligent and hard work we are pleased to report that all the approvals were received, the terms were agreed and the deal went through. Absa continues to look for new finance and insurance opportunities in Mozambique and to build on its existing majority stake in Barclays Bank Mozambique. Portugal Advising Orica on a Portuguese acquisition Miranda last year advised Australian multinational Orica, the largest supplier of mining explosives in the world, in its acquisition of Sociedade de Explosivos Civis SA (SEC) from the Portuguese chemicals group CUF. Melbourne-based Orica is listed on the Australian Securities Exchange and has operations in more than 50 countries and has customers in over 100. It employs approximately 14,000 people. SEC is the leading supplier of explosives to the Portuguese mining and quarrying sector. The acquisition ensured the continuity of the business and of the jobs at the SEC factory at Aljustrel, in southern Portugal. SEC was 65 percent owned 15

9 01 16 by CUF (a subsidiary of Grupo José de Mello) and 35 percent owned by North American company Austin Powder. Orica acquired both stakes. Miranda carried out due diligence on all aspects of SEC s business and the transaction. It also assisted in negotiating the share transfer agreement and a multitude of related agreements. Miranda also secured clearance of the deal from the Portuguese Competition Authority. SEC has been subsequently renamed Orica Mining Services Portugal SA. The deal built on Orica s prior acquisition of Belgium s Titanobel Belgique SA, strengthening Orica s presence in Western Europe and providing an enhanced platform for expansion. Republic of the Congo Finding the Giant Tarpon of Congo South African travel group, The Guide s Company (TGC) has been at the forefront of eco-tourism for a number of years. Dedicated to tailor-made offshore and fly fishing expeditions, it operates across southern Africa, the Indian Ocean and Latin America. TGC s goal is to reach new and untouched parts of the world in search of once-in-a-lifetime fishing experiences. A major goal in recent years has been to find and fish the Giant Tarpon of West Africa, which are found off the coast of the Republic of the Congo. Recent legislative changes in Congo have meant that, for the first time ever, tourism was being promoted as a key economic activity by the government. Despite a heavily forested interior, national parks and wild gorillas, international tourism has not been a significant area of activity, with fewer than 25,000 visitors a year. The Congolese government may not be encouraging mass tourism but it is keen to promote high-end visitors sensitive to its delicate ecosystems and environments. Our lawyers helped navigate TGC through this new regulation, obtaining the necessary permits and authorisations to conduct guided tours on land and water, and forming a new local Congolese subsidiary, Congo Tarpon Safaris. The Republic of the Congo may be taking its first steps in building a tourism industry and TGC s expertise in eco- -tourism is well-suited to upholding the balance that needs to be maintained between commercialisation and exploitation. Timor-Leste Drafting a new Mining Code for Timor-Leste Over the past year lawyers from the Miranda Alliance based in the Timor-Leste capital of Dili and across our network have been working with the country s government to implement a new Mining Code. Such a complex statute will be fundamental to the future economic development of the country, which only regained independence in 2002, but which has significant oil and gas reserves and is now looking to develop a modern mining sector. The Miranda Alliance has been working with the Secretary of State for Natural Resources to draft the new Code intended to apply to all aspects of the mining process. A key consideration in its design was compliance with Timor-Leste s obligations under the Extractive Industries Transparency Initiative (EITI). Timor-Leste was one of the first countries to comply with the EITI, which has helped define a global benchmark for transparency in the oil, gas and mining sectors. Launched in 2002, the EITI promotes the publication of government accounts and industry payments from the oil, gas, and mining sector its goals reflect those of the Timor-Leste government itself, which is looking to ensure greater transparency in State contracts. The new Mining Code is expected to reflect key elements of the EITI and to set out the rules for mineral exploration, prospecting, evaluation, mining and marketing activities in Timor-Leste, both on land and under its continental shelf. It is a modern code to encourage a new era of economic growth for Timor-Leste. 17

10 We ve Been Ranked It s not polite to boast, but it is nice when the quality of the work you do is recognised by others. Over the past year our lawyers have again featured consistently throughout the major international directories and legal rankings as being among the leading law firms in our key jurisdictions Chambers and Partners has placed Miranda among the leading firms for pan-african work, notably in its Corporate/Commercial and Projects & Energy categories, while also recognising our specific strengths across eight jurisdictions, including Angola, Timor-Leste, Equatorial Guinea, Mozambique, and Portugal. Legal 500 has also ranked us in various practice areas across a number of countries, in most places as a top-tier firm, while PLC Which Lawyer? has again called attention to our stand-out strength in Angola and Mozambique. But don t worry: while it s good to be ranked highly among our peers, what matters most to us is what our clients think. chapter 2 Drawing by André Ruivo

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12 By your side The Miranda Alliance comprises around 200 professionals across five continents. Over 2011, more than ever, we ve felt the need to be close to our clients and become even more closely connected to where they do business. The past year has therefore seen us expand further across Africa. We now have 20 offices in 13 countries around the world: Angola, Brazil, Cape Verde, Equatorial Guinea, Gabon, Guinea-Bissau, Macau, Mozambique, Portugal, Republic of the Congo, São Tomé and Príncipe, Timor-Leste and the USA. with a particular focus on the most demanding oil and gas, banking and corporate players. The Congo is a developing economy, albeit one which holds some of the world s largest deposits of copper and cobalt, along with significant reserves of gold and diamonds. Recent years have seen it further develop its mining and extractive industries legislation, as well as increasing transparency in respect of research or exploitation contracts concluded between the state or any state-owned company and private investors, national or foreign. 22 Our aim is to be close to our clients, physically and commercially. To understand what it is they want to do, why and then help them to do it. To be where they want to be. But in challenging times we also have to help protect our clients from the risks of doing business as well as to capitalise on the rewards. So over the past year our strategic goal has remained simple: to offer truly international skills and expertise with unparalleled local knowledge. To think globally but act locally. We want to be there, wherever you do business. Expanding across French-speaking Africa Miranda Alliance in the Republic of the Congo In 2011 the Miranda Alliance added a new member, Cabinet Vincent Alexis Gomes in the Republic of the Congo. The addition further expanded our African footprint now encompassing eight countries as well as our French-speaking practices. New member Cabinet Gomes complements our 2010 welcoming of neighboring Gabon s Cabinet Jules Obiang into the Miranda Alliance. This last year also saw us advising clients on their business needs in other French-speaking countries including Cameroon, Chad, the Democratic Republic of Congo, and Guinea Conakry. Our French-Speaking Africa Expertise includes: Administrative & Public Law Banking & Insurance Commercial Contracts Corporate Criminal Law Customs & International Trade Environment Exchange Control Immigration Labour & Employment Litigation OHADA and CEMAC Law Mergers & Acquisitions Mining Oil & Gas Project Finance Real Estate & Property Social Security Tax Tourism 23 Cabinet Gomes has its focus in Pointe Noire, in the heart of the Congo s oil country. The firm offers a full service corporate, commercial and litigation practice

13 Closer to you In developing our network our guiding principle has been proximity, to where our clients are located and to where they want to do business. In most cases, if we re not already down the street we re only a short plane ride away. We have offices in: Bissau [Guinea-Bissau] Cabinda [Angola] Díli [Timor-Leste] Houston [USA] Libreville [Gabon] Lisbon [Portugal] Lobito [Angola] Luanda [Angola] Macau [China] Malabo [Equatorial Guinea] Maputo [Mozambique] Pointe Noire [Republic of the Congo] Port-Gentil [Gabon] Rio de Janeiro [Brazil] Praia [Cape Verde] São Tomé [São Tomé and Príncipe] 24 chapter 3 Drawing by Pedro Valente cargocollective.com/valente_ups

14 Speaking your language Communication is everything. At Miranda Alliance we believe it is important not only to speak regularly to our clients but also to speak their language; in every sense. Over the past year, however, we admit to having placed even more emphasis on further developing and expanding our understanding. To help our clients achieve their goals we need to understand their businesses better and the challenges they face, in order to help overcome them. After all, our clients want us to reduce their risks and increase their revenues. So throughout 2011 we continued to help companies to conduct business, conclude deals and comply with local laws around the world. In doing so, we had to draw not only on our lawyers legal understanding, but also their local knowledge, industry awareness and commercial insight, utilising teams located both within and outside individual countries. 27 In order to better express our skills we divide our expertise along geographic, business sector and practice lines, so no matter what or where the issue, we are able to provide dedicated know-how. In other words, we speak your language. Language divides, business unites Many lawyers deal in words. We don t. With our clients conducting more and more business across a growing number of countries, we already know that the same words can have multiple meanings across different jurisdictions. If we want to translate their business goals into effective legal answers we need more than a dictionary. So instead here at the Miranda Alliance we only deal in solutions.

15 But while our first language is always that of your business, we also speak: English French German Italian Mandarin Portuguese Russian Spanish Tétum Local dialects We understand what our clients need We help our clients by putting together teams of lawyers expert in their particular legal needs, industry and location. Over decades of experience we have learnt also to apply solutions used in one business sector to another, and to leverage our know-how from one jurisdiction to many others. Only if we are able to talk the language of our clients can we really understand their needs. 28 Media & Telecommunications Mining Oil & Gas Pharmaceuticals and Biotechnology Shipping Railways & Transportation Tourism & Leisure chapter 4 Industry expertise Banking & Finance Beverages & Breweries Distribution & Logistics Energy & Utilities Healthcare Infrastructure Insurance IT and Technology Practice areas Administrative & Public Law Arbitration & Litigation Banking & Capital Markets Commercial Contracts Competition Consumer Corporate Customs & International Trade Data Protection Environment Exchange Control Immigration Intellectual Property & Copyright Labour & Employment Mergers & Acquisitions PPP & Project Finance Real Estate & Property Regulatory Sports & Entertainment Tax White Collar Crime Drawing by David Campos

16 Sharing our expertise Every year, Miranda Alliance lawyers participate in conferences, debates and seminars around the world, and last year was no exception. We ve been fortunate to be asked to share our expertise in events across Europe, North America, Africa, Asia and Latin America. We see these activities as an opportunity to connect directly with businesses and institutions and to enrich our own legal, industry and economic understanding. It s all very well being a speaker but you have to be a listener too. In 2011 we saw growing interest in markets across Africa, most notably its Portuguese and French-speaking countries, and Asia, including Timor-Leste. This was echoed by increased demand among our clients, and other businesses, to better understand the implications of legal and economic developments. Of course, companies want to know what opportunities exist but they also need to know of the potential risks too. 31 It s always easier to explain complex issues in person. Through participation in legal and industry meetings, both our own and those of others, and by sponsoring events, we want to help show what can be done, where and how efficiently. More than ever, our clients know what they want to do and where. They simply want us to make it possible. And that s what we do.

17 32 Conferences, seminars and debates We don t believe that lawyers should be wallflowers. We think that part of our role is to go out and explain what is possible. To show how economic, legal and legislative developments can open up new opportunities to our clients and their businesses. So out of the hundreds of events we took part in last year, here is a short selection: January Event: Portuguese State Budget for 2011 Organiser: Portuguese Business Newspaper Vida Económica and AIMMAP Association of Industrial Metal and Associated Industries Speakers: Luís M. S. Oliveira Samuel Fernandes de Almeida Location: Portugal February Event: 1st Seminar on Cape Verdean Taxation Organiser: iir Cape Verde Speakers: Samuel Fernandes de Almeida António Ferreira Location: Cape Verde March Event: Urbanization in Africa: Investing in New Cities Organiser: Iberian Lawyer Speakers: Paulo Trindade Costa Location: France April Event: Fifth German-African Energy Forum Organiser: German-African Business Association Speakers: João Afonso Fialho Location: Germany May Event: First Convention on the Prevention, Detection and Combating of Money Laundering Organiser: iir Angola Speakers: Chindalena Lourenço Location: Angola June Event: The Long Journey of International Petroleum Agreements: From Concessions to UDAs Organiser: European Lawyers Association (ELA) Speakers: Agostinho Pereira de Miranda Location: Portugal July Event: Angola s New Private Investment Law Organiser: Iberian Lawyer in association with Mergermarket (FT Group) Speakers: Paulo Trindade Costa Location: United Kingdom August Event: Cloud Computing Working Session Organiser: AIJA International Association of Young Lawyers Speakers: João Luís Traça Location: The Netherlands September Event: Doing Business in Lusophone Africa Organiser: BCA Business Council for Africa, West and Southern Speakers: Rui Amendoeira Diogo Xavier da Cunha Location: United Kingdom 33

18 34 October Event: First Conference on Public-Private Partnerships for the Environmental Industry in South Korea Organiser: Stanton Chase International and Sun Weekly Speakers: Alberto Galhardo Simões Location: South Korea November Event: Energy Charter Treaty Organiser: Club Español del Arbitraje (CEA) Speakers: Agostinho Pereira de Miranda Location: Spain December Event: Workshop InvestimoZ Organiser: SOFID Society for Finance Development & CCPM - Portugal-Mozambique Chamber of Commerce Speakers: Diogo Xavier da Cunha Location: Portugal Our college connections Many of our lawyers are increasingly active as professors and lecturers at universities and colleges in Portugal, across Europe and Africa. These are chances to engage not only with the next generation of lawyers, but also the next generation of business leaders. Here are some of our most recent appointments: Agostinho Pereira de Miranda Guest Lecturer at the Faculty of Law at the Catholic University of Lisbon Master of Administrative Law, Public Procurement and Energy; Seminar on International Petroleum Transactions. Diogo Bártolo Lecturer at the University Lusíada (Lisbon) Contracts; Professor at the Autonomous University of Lisbon General Theory of Civil Law Raul Mota Cerveira Lecturer in the Higher Institute for Real Estate Activities MBA Rehabilitation, Regeneration and Urban Renewal Law of Urban Planning and Real Estate Paulo Pimenta Lecturer at Eduardo Mondlane University, Maputo Taxation, encompassing Corporate Income Tax, VAT and ADTs. The firm in Portugal is also a member of the Consortium Erasmus Training Network (ETN- UL), established by the University of Lisbon. Our publications We ve also been busy writing, publishing articles, opinion pieces and books on paper and (increasingly) online. Guide to Real Estate Investment in Angola - in partnership with Prime Yield Among the themes explored include an analysis of the existing Angolan supply of housing, office space, tourism, retail and industry units and the most important legal aspects of investing in real estate assets. Angola remains one of the fastest growing economies in the world, but which remains dependent on oil production. Nonetheless, at current oil price levels, good opportunities remain in the Angolan real estate markets. Angola s Petroleum Legislation - edited by Leya 35 Samuel Fernandes de Almeida Lecturer at the Catholic University of Lisbon Graduate Taxation; Taxation in Sport. With an introduction by Agostinho Pereira de Miranda and Fatima Freitas, this is the first full collection of Angolan petroleum legislation and is divided into seven chapters: Constitution of the Republic and Maritime Zones Act; The Petroleum Act; Decree of

19 36 Concession and Production Sharing Agreements; Legislation Relating to Petroleum Activity; Supplementary Regulations of Petroleum Activity; Environmental Protection and Waste Management; and Downstream. Timor-Leste Oil Regulations digital version First presented at a conference co-organised by the Government of Timor-Leste and Galp Energia, the publication is intended to introduce major oil companies and relevant service providers to the exploration and production legal regime in Timor-Leste. Angola s New Foreign Private Investment Law ebook The first ebook version of Angola s new investment legislation, optimised for iphone and ipad users, both in English and Portuguese. This was the first ever ebook of Angolan law for ios published by a law firm. Angolan Administrative Law - published by Plural Editors (Grupo Porto Editora) The first ever collection of Angolan administrative legislation, it encompasses the so-called General and Administrative Law and is divided into three sections: Organisation of the Public Administration; Administrative Procedure; and Administrative Activities. chapter 5 Drawing by Vasco Costa

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21 Building the right team Clients needs are what drive the growth of the Miranda Alliance. We have continued to build our network reflecting the changing needs of businesses. We have expanded it into new markets and strengthened our capabilities. José Veiga de Macedo Márcia Estima Maria Kaholo Monica Saweca Nuno Galinha Paulo Cordeiro de Sousa Raquel Castro Valente Sara Reis Sara Soares Sylvain Da Fonseca 40 We have added to our coverage of Africa, bringing new areas of legal expertise, and welcomed new lawyers across the Alliance. We have recruited at all levels including more support staff to help us work at maximum efficiency. In addition, we have continued to invest in the training and further development of our people our most prized assets. We take pride in our diversity and have professionals from five continents, educated at leading universities and qualified in jurisdictions across Europe, Africa, Latin America, Asia, and North America. We of course want our lawyers to be excellent technicians, but they also need to have a commercial view of the world and understand our clients place in it. Only so much can be taught, the rest has to be learnt. Investing in people Hiring more talent to deliver more: we re not aiming for a target size, just target quality. Some of the new lawyers across our various offices include: Ana Raquel Costa Ana Rodrigues da Costa Andreia Bento Simões Andreia Gonçalves da Costa Ângela Viana Catarina Carvalho Cunha Cláudia Santos Malaquias D jamila Pisoeiro Denis Barbosa Francisco Campos Braz Francisco Esteves Gratianne Plateau Hugo Moreira João Cunha A world of learning We want our lawyers to understand our clients mindset and culture; this requires attracting talent from around the world. Our professionals have attended many of the leading universities and colleges in their home jurisdictions and elsewhere. We think having a wider view of the world helps make better, well-rounded lawyers. Here are some of the universities where the lawyers that helped make up the Miranda Alliance in 2011 have studied: Agostinho Neto University, Luanda Angola Autonoma University, Madrid Spain College of Europe, Bruges Belgium Darden Graduate School of Business Administration, University of Virginia USA Duke University, North Carolina USA Eduardo Mondlane University, Maputo - Mozambique International Commercial Arbitration Institute, Queen Mary, University of London United Kingdom Kent University Law School, Canterbury - United Kingdom King s College, University of London United Kingdom Northwestern University Law School, Chicago - USA Nova University Lisbon Portugal Ohio State University, Columbus USA Oxford University United Kingdom Russian International Law University, Moscow - Russia University College London United Kingdom University of Bologna Italy University of Coimbra Portugal University of Durham United Kingdom 41

Edited by Miranda Alliance. Graphic Design Catarina Morais. Printed by M.R. Artes Gráficas

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