1 Corporate Governance Guidelines 1. Introduction Entra ASA ( Entra ), and together with its subsidiaries, ( the group ) will be subject to the reporting requirements on corporate governance set out in 3 3b of the Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance of 23 October 2012 (as amended on 21 December 2012), issued by the Norwegian Corporate Governance Board (NUES) ( the Code ). The code is available at Entra s board has approved this document on 16 September 2014 as the group s guidelines for good corporate governance in order to express Entra s desire to demonstrate good corporate governance in accordance with the Code ( the Guidelines ). Each year the management and board of Entra evaluate the corporate governance principles and how they are working in the group. The Norwegian state, which after completion of the planned stock exchange listing of Entra in the autumn of 2014 is expected to hold a substantial stake in the company, also stipulates that all companies where the state has a direct holding follow the Code. As it is expected that the state will continue to have a substantial direct holding in Entra after the planned stock exchange listing, the Report to Parliament no. 27 ( ) - Diverse and value-creating ownership will also be relevant for the group. The following elements are central in these guidelines: Entra shall maintain open, reliable and relevant communication with the outside world about the company's business and matters related to corporate governance. Entra shall have a board that is independent of the group s management. Emphasis shall be placed on avoiding as far as possible conflicts of interest between shareholders, the board and management. Entra shall have a clear division of work between the board and management. Equal treatment of shareholders. 2. Corporate governance statement 2.1 Corporate governance The board shall ensure that the company has good corporate governance. The company is divided into four geographic regions/business areas: Central Oslo region, Greater Oslo region, Southern and Western region and Mid- and Northern region. The regions are supported by central business functions in Sales and Marketing, as well as Projects and Technical, which in addition to acting as support functions for the regions secure a comprehensive market and growth strategy and provide technical and operational support on projects. Group and support functions have been established within accounting and finance, legal, communications and HR. The CEO has set up an authorisation structure within the group based on the board's resolution on authorisations to the CEO. Entra uses the balanced scorecard system as an important tool in managing its business. Based on the group's strategy, score indicators have been defined that represent the business s balanced scorecard. Scorecards have been established for each business area and for the various staff/support functions. The targets for the group s work on corporate social responsibility, ethics and HSE/the environment
2 are included in the scorecards. The system forms a basis for the management s control of the business and follow-up of the group, as well as business reporting to the board. 2.2 Corporate social responsibility and the environment Entra s ambition is to be a leader on environmental issues, and this sets the goals for the group s environmental work. Entra s environment strategy describes goals and focus areas. The following key areas have also been defined for the group s corporate social responsibility work: Urban development, health, safety and the environment (HSE), the environment and ethics. Corporate social responsibility is an integral part of Entra s corporate governance. Entra s corporate social responsibility policy also applies to suppliers. The board has adopted guidelines on socially responsible procurement. The guidelines set out procedures for procurement in the group in which high ethical standards must be demonstrated, with competitive bidding processes in which all bidders are treated equally. Suppliers must undergo annual supplier verification and accept the group s guidelines for socially responsible procurement in order to qualify as an Entra supplier. The requirements in relation to corporate social responsibility and the environment shall be clearly communicated to the group s suppliers. Both manufacturing processes and finished products must meet defined environmental standards, and the fundamental rights of employees must be respected by all the links in Entra s chain of suppliers. The group s environmental criteria for suppliers and the policy document on socially responsible procurement are available at Ethical guidelines Entra shall have ethical guidelines that set out how the group s stakeholders shall be treated and the behaviour that is expected of our employees, providing guidance and support to employees on decision-making and problem-solving issues. The guidelines support the company s corporate social responsibility activities and deal with topics such as health, safety and the environment (HSE) and business ethics, including corruption and bribery. Compulsory training in the group s ethical guidelines, including dilemma training, is held regularly, and all Entra s employees are required annually to confirm that they have read and are aware of Entra s ethical guidelines, which are available at Reporting The board shall give an overall report on Entra s corporate governance in the annual report or a document referred to in the annual report. The report shall cover each point in the Code. If the Code is not followed, any non-compliance shall be explained and a report given on how the group has acted. 3. Business According to the company s Articles of Association, Entra shall own, buy, sell, operate, develop and manage real estate, and carry out other activities in this connection. The company can invest in shares or ownership interests and participate in companies engaged in the business referred to above. The group has a clearly defined strategy, values and overall objectives. Entra s business concept is to develop, let and manage attractive and environmentally leading buildings. Entra s strategy is to (i) actively manage existing lease relationships in order to improve the quality of the customer experience and maximise lease renewals, (ii) pursue strategic development projects, (iii) optimise the real estate portfolio through targeted transactions and (iv) extend its commitment to a sustainable environment within the real estate sector. The geographic
3 growth areas are Oslo and the surrounding region, Bergen, Stavanger and Trondheim. See for a more detailed description of the company s strategy. The purpose clause in the Articles of Association and the company's goals and main strategies are to be set out in Entra s annual report 4. Equity and dividends 4.1 Equity Entra shall maintain a level of equity that is appropriate by reference to the group s goals, strategy and approved risk profile. 4.2 Dividend The board proposes the dividend to the general meeting. The general meeting determines the dividend in accordance with Section 8-1 of the Norwegian Public Companies Act. The board shall develop a clear and predictable dividend policy as the basis for the dividend proposal that is presented to the general meeting. The dividend policy shall be available on Entra s website. 4.3 Capital increases and purchases of own shares Authorisations to the board to undertake a capital increase shall be linked to defined purposes. If the board authorisation covers several purposes, each purpose is to be considered as a separate matter in the general meeting. A board authorisation shall not be given for a period longer than until the next annual general meeting. The same applies to authorisations to purchase the company's own shares. 5. Equal treatment of shareholders and transactions with related parties 5.1 General Entra has only one share class. Each share in the company carries one vote and otherwise has equal rights in the company including the right to participate in general meetings. 5.2 Capital increases without preferential rights and transactions in the company s own shares If existing shareholders preferential rights are to be waived on a capital increase, this is to be explained. If the board approves a capital increase with a waiver of preferential rights based on an authorisation, the reason is to be published in a stock exchange notice in connection with the capital increase. The company's transactions in its own shares shall take place over the stock exchange or otherwise at market price. If there is limited liquidity in the share the requirement for equal treatment is to be considered to be met in other ways. 5.3 Approval of agreements with shareholders and other related parties Entra considers it important to be transparent and cautious in relation to transactions where there might be considered to be a close relationship between the company and a shareholder, a shareholder s parent company, a board member, a senior employee or closely related parties of any of these. The guidelines for the board regulate the board members duty to report any other directorships, roles and related parties. The guidelines for the board state
4 that board members and the CEO cannot participate in discussions or decisions on issues that affect them personally or affect a related party, where they have a significant personal or financial interest in the matter. The board has also approved guidelines for transactions with related parties, describing the rules and procedures for these types of transactions. In the case of not immaterial transactions between Entra and a shareholder, a shareholder's parent company, board member, a member of the senior management or persons related to them, the board shall ensure that a valuation is in place from an independent third party. This does not apply when the general meeting is to consider the matter in accordance with the rules in the Norwegian Public Companies Act. An independent valuation shall also be provided in the case of transactions between companies in the same group where there are minority shareholders in such companies. 6. Free transferability Shares in Entra shall be freely transferable. There are no restrictions on the transferability of shares in Entra in the Articles of Association. 7. General meeting 7.1 Exercise of rights The board shall arrange for as many shareholders as possible to be able to exercise their rights to participate in the company's general meeting, and for the general meeting to be an effective meeting place for shareholders and the board, through, among other things, ensuring that: the notice and agenda documents for the general meeting, including the election committee's recommendations, are published on the company's website at the latest 21 days before the general meeting is to be held; agenda documents are sufficiently detailed for shareholders to be able to take a position on all matters that are to be considered; the deadline for notice of attendance is to be set as close to the meeting as practically possible and in accordance with the provisions in the Articles of Association; the board and the person chairing the meeting shall ensure that the general meeting is able to vote on each of the candidates for appointment to the company's governing bodies; the board, election committee and auditor attend the general meeting; and routines are in place to ensure that the person chairing the general meeting is independent 7.2 Participation by proxy Shareholders who are not able to be present at the general meeting shall be given the opportunity to vote through a proxy or through electronic participation. The company shall: give information on the procedure for attending by proxy; appoint a person who can vote for shareholders as proxy; and
5 prepare a proxy form, which as far as possible is laid out in such a way that votes can be given for each matter that is to be considered and candidates who are to be elected 8. Election committee The company shall have an election committee. The general meeting shall elect the chair of the committee and its members and determine their remuneration. The Articles of Association shall provide for the election committee. The composition of the election committee shall be such that account is taken of the interests of the shareholders as a whole. The majority of the election committee shall be independent of the board and senior management. A member of the board, the group CEO or other member of the senior management shall not be a member of the committee. The election committee shall give recommendations to the general meeting on the election of shareholderelected members, and any deputy members, to the board, including the chair of the board. The election committee shall also present proposals on the remuneration of members of the board. The election committee shall also present proposals for members of the election committee, including the chair of the election committee, as well as the remuneration of the election committee s members. Reasons shall be given for the committee's recommendations. The company shall provide information on who are the members of the committee and any deadlines for presenting proposals to the committee. 9. Corporate assembly and board, composition and independence The group does not have a corporate assembly. The shareholders elect between five and seven shareholder-elected members, including the Chair, for a period of two years. The group has established a group scheme for the election of employees to the board of Entra Eiendom AS. The same employees have been elected as board members of Entra for the employees by the company's general meeting. Entra has established a group scheme for the election of employees to the board of Entra. Emphasis shall be placed in the election committee's approach on the combined board being able to safeguard the interests of the shareholders as a whole and the company s need for expertise within the company's main business and board work. In addition the board shall have the capacity to carry out its tasks. Consideration shall be given to the board being able to function well in a collegiate manner. Participants in the group management shall not be members of the board. The board shall be composed so that it can act independently of special interests. The majority of the shareholder-elected members shall be independent of senior management and significant business connections. At least two of the shareholder-elected members shall be independent of the company s main shareholders. The board shall provide information in the annual report on participation at board meetings and on matters that can illustrate the board members expertise. In addition information shall be given on which board members are considered to be independent. Board members shall be encouraged to own shares in the company.
6 10. The work of the board 10.1 The functions of the board The board has responsibility for the management and control of the company, including determining the company s overall strategy and objectives, and ensuring proper management and organisation of the group s business. The board shall also supervise day-to-day management and the group s business in other respects. The board adopts the overall governing documents for the group's business, including, among others, the business plan and investment limits. The board is to keep itself informed with regard to the group's financial situation and ensure that its business, accounts and asset management are subject to adequate controls and in accordance with applicable legislation. The board shall ensure that the group has good internal controls and appropriate systems for risk management in relation to the extent and nature of the group's business. The board's functions also include considering all matters that in relation to the group are of an unusual nature or of major importance. The board shall further consider matters that are specifically accorded to the board by law Organisation of the board s work The Chair of the board chairs board meetings. The board shall have a Deputy Chair who chairs meetings when the Chair cannot or should not lead the work of the board. A thematic plan for the board s work over the year has been established. Based on the annual plan, the Chair of the board in consultation with the company s CEO sets out the final agenda for board meetings. Emphasis is placed on the importance of good preparation for board meetings, and of allowing all board members to take part in decision-making processes. The CEO, CFO and Legal Director (Company Secretary) attend all board meetings. The company s auditor attends when the annual financial statements are adopted or on other occasions where the auditor s expertise is relevant. The board has prepared guidelines for its work. Each year the board assesses its own work and way of working as a basis for assessing the need for changes and other measures. This assessment includes an evaluation of the board s expertise, collectively and for each member, and how well the board works as a team Guidelines for the CEO The board has adopted guidelines that regulate the CEO s tasks and the relationship with the board. The CEO is responsible for the day-to-day management of the company's and the group s business and ensuring that the board s resolutions are implemented, as well as ensuring that the company's employees and other involved parties receive sufficient information on the board s resolutions. The CEO is responsible for ensuring that the board receives all the information that is necessary for it to be able to exercise its functions in accordance with applicable statutory requirements at the relevant time and with board procedures. Each month, either at a meeting or in writing, the CEO is to provide the board members with information on the group's business situation and the development in results. The CEO is obliged to inform the Chair of the board if he/she finds that circumstances exist that require the board to consider a matter, and he/she is to notify the board when the assumptions for a previous decision that is relevant to the business have changed significantly.
7 10.4 Board committees The board has established an audit committee and a remuneration committee. The board has established mandates for the work of the committees, which are subject to annual revision. In accordance with their respective mandates, the audit committee and the remuneration committee shall have two or three shareholder representatives from the current board. The representatives are elected by the board for two years at a time, to coincide with the board s term of office. The committees assist the board with preparing its work, but decisions are taken by the whole board. The audit committee shall act as a preparatory body and support the board in the exercise of its responsibility relating to financial reporting, auditing, internal controls, compliance with ethical guidelines and overall risk management. The board appoints two or three persons to the audit committee from among its members. A majority of the members of the audit committee shall be independent of the business. The CFO, the group s Accounting Director and the Company Secretary always attend as representatives of the management. The company s auditor also participates. The CEO and other members of the management attend as required. The audit committee has an established calendar of meetings, and meets at least five times a year. The purpose of the remuneration committee is to act as a preparatory body for the board s consideration of compensation issues. The remuneration committee s main task is to prepare the board's consideration of matters relating to the salary and employment terms of the CEO and senior management, as well as changes to them. In addition the remuneration committee prepares the board's consideration of principle issues relating to salary levels, result-related pay schemes (including share schemes), the pension scheme/conditions, employment contracts and similar for the group management of Entra, as well as other matters relating to compensation that are of particular importance for the group s competitive position, profile, ability to recruit, reputation etc. The CEO shall discuss the handling of individual conditions of senior management with the remuneration committee. The remuneration committee shall further discuss and present proposals to the board on guidelines for the remuneration of senior management, prepare the board s statement on the determination of salaries and other remuneration of senior management in accordance with 6-16a of the Norwegian Public Companies Act, and deal with other statutory reporting. The remuneration committee is composed of the Chair of the board and a shareholder-elected member of the board, and shall be independent of senior management. The CEO and CFO always attend as representatives of the management. The CEO does not participate in discussions on issues that affect the CEO personally or matters that relate to the group management as a whole. The company s head of HR shall act as the committee s secretary. A calendar of meetings has been established for the remuneration committee, which normally meets between three and four times a year. Information shall be given on the use of board committees in the annual report. 11. Risk management and internal controls 11.1 General The board is responsible for ensuring that the business, financial reporting and asset management are subject to adequate control. The company s risk management shall support the company s strategic and financial goals and help the company avoid events that may have an adverse impact on the company s operations and reputation. Risk management and internal controls at Entra are described in the company s system of governing documents.
8 Entra works systematically to ensure continuous improvement of its internal controls linked to financial reporting and efficient operation. The group has a proactive approach towards risk management, and potential risks are to be identified, assessed, quantified and managed. The management has established routines for identifying and managing the business s risk exposure. The company has drawn up a risk chart, where the main risks are considered to be: commercial risk, operational risk, project risk and business and strategic risk. Commercial risk includes the group s financial risk and is managed in accordance with the adopted financial strategy, with financial instruments as one of the ways of limiting risk exposure. The group s commercial risk also includes the risk associated with entering into and renegotiating contracts, which is continuously monitored. Operational risk is managed through procedures for day-today operations, compliance and HSE work. Project risk is managed continuously over the course of projects by monitoring progress, financial and contractual issues. Business and strategic risks include the possible impact on the company of political issues, regulation and external events Reporting In conjunction with the management s reviews of the company s operations, risk matrices are drawn up within each business and support area to provide an overall picture of the group s exposure to risk. The group s financial status is monitored by reviews of the accounts compared with previous periods, the budget and projections, and performance is reported using scorecards in all the business and support areas. The group has established systems for managing and monitoring issues related to health, safety and the environment as an integrated part of its management reporting. The board performs an annual review of the group s risk and internal control is established as part of the company s target and budget process. The board is also informed of developments in the company s risk exposure in quarterly business reports. The management s risk assessments and the information that they provide about corrective measures put the board in a good position to judge whether the company s risk management procedures are satisfactory. Risk management and internal controls are also considered by the board s audit committee Monitoring and control of financial reporting Procedures have been established for financial reporting that involve carrying out a high-level review of significant estimates, provisions and accruals in conjunction with preparation of the quarterly and annual financial statements. Separate notes to the accounts are prepared for significant accounting items and non-routine transactions, which are approved by the CFO. The valuation of the company s properties is subject to a separate review and assessment at management level at the close of each quarter. This involves, among other things, holding meetings with the external valuers, with a particular emphasis on discussing perceptions of the market, risk premiums and documentation. The group s results are monitored against budgets each month, and projections are updated on an ongoing basis. The company reconciles and documents all balance sheet items in the group companies each quarter. Balance sheet items such as liabilities, bank deposits, projects and non-current assets are subject to special reviews. Projects are reviewed on a quarterly basis by the project and accounting departments together to assure the quality of the accounting and tax calculations. System-generated items linked to liabilities and interest rate hedging are subject to manual reconciliation each month. Significant profit and loss accounts are subject to reconciliation each quarter. All reconciliations are reviewed and quality assured. In connection with quarterly reporting, the group s external auditor performs audit tasks equivalent to simplified audit checks, but without confirmation.
9 The group s quarterly and annual financial statements are reviewed by the audit committee before they are considered by the board. The audit committee reviews annually the external auditor s audit report, as well as the findings and assessments of audits in conjunction with interim and annual reports. Significant issues in the auditor s report are presented to the whole board Financial management The group is managed by means of financial targets linked to the return on equity, the management of the debt portfolio and the return on the property portfolio. Risk assessments and profitability calculations are performed in connection with acquiring property and commencement of building projects, in accordance with the company s fixed calculation model and required rate of return. The present value of building projects is monitored throughout the course of the project. Long-term projections are made of expected financial developments as a component of the group s risk management, using a model with detailed assumptions concerning the business s results, cash flow and balance sheet. The projections take into account cyclical developments in the economy, financial parameters and the property market. Scenarios and simulations are prepared for various developments. The simulations provide good information for the board and management in their monitoring of developments in central balance sheet key figures and cash flow. Allocation of capital and risk profiles are important parameters for guiding financial operations. The company s finance policy contains a framework for the day-to-day management of the group s financial risk. Principles have been defined for borrowing, management of liquidity risk and interest rate risk, and credit and counterparty risk. The group s model for financial projections provides updated key figures, which are monitored on a continual basis. Reports are made to the management monthly in accordance with the management guidelines for the financial operations, and to the board through the business report. Systematic monitoring of the general economic situation and its impact on the group s financial risk is carried out. Based on expected developments in the economy and analysis of the company s financial position, expected developments in both short-term and long-term interest rates, the strategy for interest rate positioning, capital requirements and planned financing activities are discussed, as well as opportunities in the financing market Monitoring of risk management and internal controls In consultation with the audit committee, the management defines areas where the group shall carry out a review of internal controls. Both internal and external resources are used on these reviews. The results of the most important reviews related to internal control are presented to the audit committee and the board on an annual basis. An internal control plan is presented to the board Monitoring ethical guidelines and socially responsible procurement The group follows up issues relating to ethical guidelines and corporate social responsibility. The environmental perspective is an integral part of the assessments made in connection with the company s potential investments. Special requirements have been defined for Entra s suppliers in the document Socially responsible procurement, and a supplier verification process is conducted each year to ensure that the group s suppliers are familiar with and adhere to the contractual conditions. In order to follow up on the company s requirements regarding corporate social responsibility in the supply chain, the company uses external consultants to perform supplier audits on selected projects. These audits include a
10 focus on Entra s standard requirements for corporate social responsibility and the suppliers follow-up of these standards, e.g. those related to procurement processes, environmental monitoring and waste segregation as well as further control of pay, and working and living conditions in accordance with laws and regulations. Internal controls linked to Entra s core values, ethical guidelines and corporate social responsibility policy are under development and are implemented in the group s businesses on an ongoing basis. The management continuously strives to prevent corruption and undesirable incidents, with a focus on the company s values and ethical guidelines. Systematic training in ethical guidelines and dilemma training for all employees contributes to increase awareness among Entra s employees. The company s Legal Director is the recipient of, and follows up, notifications submitted via the group s reporting system. The ethical guidelines set out how employees can report breaches of the company s ethical guidelines or legislation, and this information is also available on the company s intranet. Employees are encouraged to report unsatisfactory situations. In addition to internal reporting, the company has also established an external reporting channel to a firm of lawyers, who can receive notifications on behalf of the company. The board is informed annually of any whistle blowing cases. 12. Remuneration of the board The general meeting determines each year the remuneration of the board based on the election committee's proposal. The board s remuneration shall reflect the board's responsibilities, expertise, and use of time and the complexity of the business. Remuneration shall not be dependent on results and no options shall be issued to board members. Board members or companies to which they are connected should not undertake separate assignments for the group in addition to the board appointment. If nevertheless they do so, the whole board shall be informed. Fees for such assignments shall be approved by the board. If remuneration has been paid above the normal board fee, this is to be specified in the annual report. 13. Remuneration of senior employees 13.1 Board statement regarding senior management remuneration The board shall prepare a statement on the determination of salaries and other remuneration of senior management in accordance with 6 16a of the Norwegian Public Companies Act. The statement is to be presented to the general meeting. The statement shall set out the main principles for the company s senior management salary policy, and shall seek to contribute to the alignment of interests between the shareholders and senior management Determination of salaries and compensation of senior management The board assesses the CEO s terms and conditions of employment once a year following a recommendation from the board s remuneration committee. The CEO consults the remuneration committee in connection with the annual adjustment of the salaries of the group s senior management team Performance-related pay Remuneration of senior management dependent on results in the form of any options, bonus programmes or
11 similar, shall be linked to value creation for the shareholders or the development in the company's results over time. Such schemes, including option schemes, shall be performance-related and based on measurable criteria that the employee can influence. A ceiling is to be placed on performance-related remuneration. 14. Information and communication 14.1 Financial reporting and communication The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS). Reporting must fulfil statutory requirements and provide sufficient information to allow the company s stakeholders to form as accurate a picture of the business as possible. Entra shall report in accordance with the rules in the Norwegian Securities Trading Act, as well as with the requirements specified by the Oslo Stock Exchange for companies with listed shares and bonds. The company shall at all times provide its shareholders, the Oslo Stock Exchange and the financial market in general with timely and precise information. Such information will be given in the form of annual reports, quarterly reports, press releases, stock exchange notices and investor presentations. The group's report on corporate social responsibility shall be integrated in the annual report. The board has set guidelines for the company s reporting of financial and other information. The company shall publish each year a financial calendar with details of the dates of important events such as the general meeting, publication of interim reports, open presentations and payment of the dividend. The board has approved insider rules relating to the handling of inside information Information to the company s shareholders The group considers that it is very important to inform the company's shareholders about the group's development and economic and financial status. The management (CEO and Investor Relations Officer) shall make themselves available for discussions with important shareholders in order to develop a balanced understanding of such shareholders situation and focus, subject however to the provisions in legislation and regulations. The Chair of the board shall ensure that the shareholders viewpoint is communicated to the whole board. Information to the company's shareholders shall be published on the company s website at the same time as it is sent to the shareholders. The board shall set guidelines for the company's contact with shareholders outside the general meeting. 15. Takeover The board has prepared general principles for how it will act in the event of a takeover bid. 16. Auditor The general meeting elects the group s auditor Plan for the auditor s work Each year the auditor presents a plan for his work to the audit committee, which in turn informs the board of its
12 most important aspects Auditor s relationship to the board The auditor attends the meetings of the audit committee, as well as board meetings to consider and adopt the annual report and financial statements. At the meetings the auditor shall go through any significant changes in the company s accounting principles, the evaluation of material accounting estimates and all material matters where there has been disagreement between the auditor and the management. There is one annual meeting between the audit committee and the auditor, and one meeting between the whole board and the auditor, which is not attended by representatives of the group management Auditor s review of the company s internal controls and financial reporting When presenting the results of the interim audit to the audit committee, the auditor focuses on the company s internal controls, identified weaknesses and proposals for improvements. The auditor summarises the findings and assessments of the annual audit for the group management and audit committee. Material issues are summarised for the board Auditor s independence Each year the auditor s independence is assessed by the audit committee. The board has drawn up guidelines on the engagement of the external auditor, governing what work the auditor can do for the company in view of the requirement for independence. Any major assignments other than statutory audits shall be approved by the audit committee in advance. The management informs the audit committee of additional services supplied by the external auditor under a fixed item on the agenda at meetings General meeting The auditor attends the annual general meeting for consideration of the annual report and financial statements. The auditor s fee for the statutory audit and other services is approved by the general meeting.
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