General Motors Financial International B.V. The Hague. Annual report adopted in shareholder meeting

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1 Annual report 2014 adopted in shareholder meeting on 30 April 2014

2 Index Page Annual report Directors' report 4 Financial statements 7 Balance sheet at 31 December Profit and loss account for the year ended 31 December Notes to the financial statements 10 Additional information 21 Independent auditor s report 21 Statutory rules concerning appropriation of the profit 21 Appropriation of result for the financial year Proposed appropriation of the profit for the year Subsequent events 21

3 Annual accounts 2014 Directors' report Financial statements Additional information 3

4 Directors' report Description and principal activity of the company General Motors Financial International B.V., formerly known as GMAC Pan European Auto Receivable Lending (PEARL) B.V., ( the Company ) was incorporated on 13 April, 2007 under the laws of The Netherlands. The Company s primary objective includes but is not limited to providing funding through the international capital and money markets to affiliated General Motors Financial Company, Inc. ( GMF ) operations, which primarily conduct automobile and automotive related financing activities in many countries throughout the world. Results and developments In October 2014, the Company issued 500 million of notes under the Euro medium term notes program, which are listed on the Irish Stock Exchange. These notes are due in October 2019 with interest payable annually. These notes are guaranteed by GMF and AFSI. These funds were used to partially repay intercompany funding from GMF. The net profit for the year after taxation was 831,317. No dividend was paid or proposed during Risk factors Interest rate and foreign currency exchange rate risk Interest rates on loans receivable and payable are both floating rate and have a one-to-one relation in term. Currency exposure is limited as loans receivable in foreign currency are offset by loans payable in that same currency for a similar amount with the remaining balance held as cash in foreign currency. The Company therefore decided that no hedging of these risks is required. 4

5 Credit risk A Financial Counterparty Credit Risk policy related to financial transactions has been established by General Motors and applies to all GMF subsidiaries. The Financial Counterparty Credit Risk policy defines the acceptable minimum standards for counterparty credit risk management. Limits have been established for the Company, which are reviewed regularly, and exposures are constantly monitored. Liquidity risk The principal purpose of the Company is to provide funding through the international capital and money markets to affiliated GMF operations. This results in interest income being the sole provider of cash flows. Cash generated by operations is primarily used to satisfy operating expenses including an operating agreement between the Company and GMAC Continental Inc., legal fees, audit fees, banking fees, and other miscellaneous fees incurred during the normal course of business. During 2014, the operating agreement transferred from GMAC Continental Inc. to GMAC UK Plc. Compliance The Board took into consideration the enactment of the EU Directive 2006/43/EU by a Royal Decree of July The public governance compliance obligations as regards the Company in respect to article 2, section 3, subsection (a) to (d) of the Decree are conducted by the audit committee of its ultimate parent company GM. The Board of Directors is not balanced as intended by art. 2:166 and 276 BW (art 2:391 lid 7 BW). The financial sector the Company is operating in is a sector where women are less represented in general. 5

6 Future outlook General Motors Financial International B.V. launched a 10 Billion Euro Medium Term Note Program in September 2014, which enabled the Company to reduce its funding from GMF. In addition, we continue to rely on our ability to borrow from other financial institutions, and many of our unsecured funding facilities are subject to annual renewals. Any weakness in market conditions and a tightening of credit availability could have a negative effect on our ability to refinance these facilities and increase the costs of debt. Subsequent events In February 2015, the Company issued 650 million of notes under its Euro medium term notes program, which are listed on the Irish Stock Exchange. These notes are due in February 2018 with interest payable annually. These notes are guaranteed by our top-tier holding company and by Americredit Financial Services Inc. ( AFSI ). Directors The Directors of the company at 31 December 2014 are as follows: Martin John Page Reinier Willem van Ierschot Fabian Nellestijn Changes during 2014: Appointed on March 1, 2014 Fabian Nellestijn, 30 April 2015 Was signed Was signed Was signed Martin John Page Fabian Nellestijn Reinier Willem van Ierschot 6

7 Financial statements Balance sheet Profit and loss account Notes to the balance sheet and the profit and loss account 7

8 Balance sheet at 31 December 2014 (after appropriation of profit) Notes Notes Assets Shareholders equity and liabilities Non-current Assets Shareholders equity Financial Fixed Assets Long-term Notes 1 52,300,150 52,300,150 Share capital 5 18,000 18,000 Long-term Loans 2 101,693, ,693,782 Retained earnings 6 10,911,468 10,080, ,993, ,993,932 10,929,468 10,098,151 Current Assets Non-current Liabilities Short-term Notes 3 143,609 7,544,767 Long-term loans 7 494,773, ,653,422 Short-term Loans 4 1,195,233, ,583,363 Other receivables 1,652,606 2,283,157 Current Liabilities 1,197,029, ,411,287 Short-term loans 8 951,831, ,932,445 Other liabilities 9 6,816,080 3,807,631 Cash 113,327, ,086, ,647, ,740,076 1,464,351,057 1,213,491,649 1,464,351,057 1,213,491,649 8

9 Profit and loss account for the year ended 31 December 2014 Notes Operating income: Interest income Notes and loans 10 45,532,658 37,313,341 Total operating income 45,532,658 37,313,341 Operating expenses: Interest expense 11 43,535,772 36,398,613 Bank and credit line fees 819, ,806 General and administrative expenses , ,628 Total operating expenses 44,471,117 36,796,047 Foreign Exchange difference 46,882 0 Profit before taxation 1,108, ,294 Corporate income tax , ,324 Net profit for the year 831, ,970 9

10 Notes to the financial statements General The Company was incorporated under Dutch Law on 13 April 2007 and has its registered office at Hogeweg 16, 2585 JD,, registration number Activities The Company is a wholly-owned subsidiary of GMF Europe Holdco Limited at 31 December The company s parent is General Motors Financial Company Inc., which in turn is owned by General Motors Company. The objectives of the company are to participate in, take an interest in and conduct the management of other business enterprises of whatever nature, to borrow, lend and raise funds, amongst other by issuing bonds, promissory notes and other financial instruments as well as to enter into agreements of any kind whatsoever in connection with such financing activities, to finance group companies and third parties and in any way to provide security or undertake the obligations of third parties, to invest in securities of any kind whatsoever, to enter into foreign exchange transactions of any kind whatsoever as well as any kind of derivative transactions with group companies as well as with other parties, and finally all activities which are incidental or may be conducive to any of the foregoing. General accounting principles The financial statements are prepared in accordance with accounting principles generally accepted in the Netherlands and comply with legal requirements for financial statements as included in Part 9 of Book 2 of the Netherlands Civil Code. The accounting principles of the Company are summarised below. These accounting principles have all been applied consistently throughout the year and the preceding year. Valuation of assets and liabilities and determination of the result takes place under the historical cost convention, unless presented otherwise, are accounted for on accrual basis. Profit is only included when realized on balance sheet date. Liabilities and any losses originating before the end of the financial year are taken into account if they have become known before preparation of the financial statements. Financial instruments Financial instruments include only primary financial instruments; the company does not make use of derivative financial instruments. Primary financial instruments in the balance sheet include notes receivable, loans receivable, other receivables, cash, loan payables and other payables. 10

11 Translation of foreign currency Receivables, liabilities and obligations denominated in foreign currency are translated at the exchange rates prevailing at balance sheet date. Transactions in foreign currency during the financial year are recognized in the financial statements at the exchange rates prevailing at transaction date. The exchange differences resulting from the translation as of balance sheet date are recorded in the profit and loss account. Principles of valuation of assets and liabilities Notes receivable The notes that are held until maturity are valued at amortised cost. Loans receivable The loans receivable are made up of long-term loans, short-term loans and a daily funding pool. This pool is a funding arrangement similar to overdraft facilities that allow the counterparty to withdraw or deposit funds according to their daily funding needs. The balance of the daily funding pool is considered short-term. All loans have been disclosed in the relevant asset category. All loans are with affiliated parties and related transactions are at arm s length. Upon initial recognition, the loans receivable are recorded at amortized cost, which equals the fair value after deduction of any provisions. These provisions are determined by individual assessment of the receivables. 11

12 Other receivables All other receivables are with affiliated parties. Receivables are included at face value, less any provision for doubtful accounts. These provisions are determined by individual assessment of the receivables. Cash The cash is valued at face value. If cash equivalents are not freely disposable, then this has been taken into account upon valuation. Loans payable Loans payable are stated at amortised cost. Expenses incurred and discounts granted upon the issuance of loans are capitalised and amortised on a straight line basis (differences with the effective interest method are not significant to the financial statements). Other payables Upon initial recognition, the other payables are stated at fair value and then valued at amortised cost. Principles for the determination of the result Recognition of income and expenses Income and expenses are accounted for on accrual basis. Profit is only included when realized on the balance sheet date. Losses originating before the end of the financial year are taken into account if they have become known before preparation of the financial statements. Taxation Domestic corporate income tax is determined by applying Dutch fiscal practice rules and taking into account allowable deductions, charges and exemptions. Principles for preparation of the cash flow statement The ultimate parent company GMF prepares a cash flow statement for its consolidated accounts, therefore no cash flow statement has been included in the financial statements of the Company. The 2014 consolidated accounts are available at its website: 12

13 Notes to specific items on the balance sheet 1. Long-term Notes Receivable Notes Receivable The movement of the notes receivable is as follows: EMOT F-CARAT Total Opening balance as per 52,300, ,300,150 1 Jan 2014 Issuance of new notes Redemptions Ending balance 31 Dec ,300, ,300,150 EMOT In April 2012, the Company entered into an agreement with, amongst others, EMOT (a French fonds commun de titrisation) to purchase the Class C Notes and D Notes. These Notes were issued at 28,700,000 and 23,600,000 respectively and mature on 17 June, F-CARAT In September 2010 the Company entered into an agreement with, amongst others, Eurotitrisation to purchase a residual Y note of a receivables mutual fund (fonds commun de titrisation) named F-CARAT ( FCT ). The consideration paid for this note was 150 and matures October The Residual Unitholders are co-owners (co-propriétaires) of the assets of the FCT. As the final maturity of the underlying assets, whose repayment drives the repayment of the notes, is uncertain, these notes have been classified as fixed assets. 13

14 2. Long-term Loans Receivable The movement of the loans receivable is as follows: Total Opening balance as per 1 Jan ,693,782 Issuance of new Loans - Redemptions - Ending balance 31 Dec ,693,782 Long-term loans receivable mature between 2016 and The loans have floating rate interest which reset either every 3 or 6 months. Loans receivable mature between 2016 and The loans have floating rate interest which reset either every 3 or 6 months. All loans receivable are with affiliated entities. The interest rate on the loans varies from 3.386% () to 3.924% () throughout the year. 3. Short-term Notes Receivable The movement of the short-term notes receivable is as follows: Total Opening balance as per 7,544,767 1 Jan 2014 Issuance of new notes 156,003 Redemptions (7,557,161) Ending balance 31 Dec ,609 The notes receivable solely relate to notes held in EMOT In April 2012 the Company entered into an agreement with, amongst others, EMOT (a French fonds commun de titrisation) to purchase the Class VFNC Notes and VFND Notes. These Notes were issued at 4,624, and 3,843, respectively. Although the legal maturity of these Notes is 17 June 2016, they have been classified as Current Assets as they can be redeemed monthly following the balance of the underlying secured assets. 14

15 4. Short-term Loans The short-term loans receivable outstanding at 31 December 2014 mature between 3 January 2015 and 31 December Share Capital The authorised share capital consists of 90,000 ordinary shares of 1 par value of which 18,000 shares have been issued and fully paid up. 6. Retained Earnings The movement in the general reserve is as follows: Balance at 1 January 10,080,151 9,692,181 Profit for the year 831, ,970 Balance at 31 December 10,911,468 10,080,151 15

16 7. Long-term loans Balance at 1 January 730,653,422???? Reclassified to short-term loans New Loans Amortised cost of debt (730,653,422) 500,000,000 (5,266,086) Balance at 31 December 494,733, ,653,422 The long-term loans receivable outstanding at 31 December 2014 mature between 1 January 2016 and 31 December In October 2014, the Company issued 500 million of notes under the Euro medium term notes program, which are listed on the Irish Stock Exchange. These notes are due in October 2019 with interest payable annually. The interest rate is 1.875%. 8. Short-term Loans Short term facilities with third parties 93,346,292 53,500,000 Short term facilities with affiliates 858,485, ,432,445 Total short-term payables 951,831, ,932,445 The company along with certain other GMF group companies is a party to an uncommitted facility agreement with GMF in the amount of USD 2,000,000,000. The facility renews automatically for one year unless cancelled at least one month prior to termination. The maturity date at 31 December 2013 was 31 March Because neither party exercised their right to terminate the facility, the maturity date was automatically extended for an additional year. The new maturity date is 31 March Interest rates vary from 3.166% () to 4.533% (SEK). The Company has bank facility agreements with an aggregate value of Euro 250 million. Covenants include providing financial statements six months after year-end. The agreements can be committed or uncommitted. Interest rates vary from 1.264% () to 2.479% (GBP) throughout the year. The Company also provides deposit facilities to affiliates. Interest rates on deposits are 0.00% (CHF) and 0.276% (). 16

17 9. Other Liabilities Accrued interest payable to affiliated companies 2,196,779 2,214,349 Tax payables 448,672 96,993 Other payables to affiliated companies - 1,217,627 Other payables 4,170, ,662 6,816,080 3,807,631 Financial instruments For the notes to financial instruments reference is made to the specific item by item note. The group s policy in respect of financial risks is included below. General The following table represents the scheduled maturity of loans payable and receivable as at 31 December 2014: Year ended 31 December 2014 ( in '000) and beyond Total Loans/Notes Payable 951, ,774 1,446,606 Loans/Notes Receivable 1,195, ,994 1,349,371 The main financial risks the Company is exposed to are the interest rate, foreign currency and credit risk. Interest Rate and foreign currency exchange rate risk The Company s financial policy is aimed at mitigating the impact of interest rate and foreign currency fluctuations on the result in the short term. The group does not use financial derivatives to achieve this goal but uses natural hedges: Interest rates on loans receivable and payable are both floating rate and have a one-to-one relation in term. Currency exposure is limited as loans receivable in foreign currency are offset by loans payable in that same currency for a similar amount with the remaining balance held as cash in foreign currency. 17

18 Credit risk A Financial Counterparty Credit Risk policy related to financial transactions has been established by General Motors and applies to all GMF subsidiaries. The Financial Counterparty Credit Risk policy defines the acceptable minimum standards for counterparty credit risk management. Limits have been established for the Company, which are reviewed regularly, and exposures are constantly monitored. Contingent liabilities The Company was part of a fiscal unity until 31 March 2013 with GMAC International Holdings Cooperatief U.A. The Company can be held liable for the tax liabilities within the fiscal unity up to 31 March Notes to specific items of the profit and loss account 10. Interest Income The overview of the interest income is as follows: Notes 1,939,810 2,095,247 Loans 43,528,158 35,175,396 Bank accounts 64,690 42,698 Total 45,532,658 37,313,341 Of the $45,532,658, 80,752 was attributable to entities based in the Netherlands. 11. Interest Expense Loans due to non-affiliates 4,877,250 1,902,170 Loans due from Affiliates 38,658,522 34,496,443 Total 43,535,772 36,398,613 18

19 12. General and Administrative Expenses The general and administrative expenses include professional fees. The aggregate fees (excl. VAT) charged by Deloitte Accountants B.V. amount 38,500 (2013: 25,000). This amount can be broken down as follows: Audit of the financial statements 38,500 25,000 Other audit engagements - - Tax advisory services - - Other non-audit services ,500 25,000 The fees for the audit of the financial statements stated above are in accordance with contractual agreements with the audit firm and are not based on timing of the audit services. 13. Corporate Income Tax Tax is assessed on the profit of the Company at the standard Dutch corporation tax rate. The income tax due has been calculated as follows: Current income tax 277, ,324 Taxation according to the profit and loss account 277, ,324 Effective tax rate 25,00% 25,00% The tax rate applied was the Netherland Statutory Income Tax rate of 25% (2013: 25%). 19

20 Other notes and signing of the financial statements Personnel The Company did not employ any personnel during the year Related parties Refer to notes Principles of valuation of assets and liabilities - Loans receivable on page 11. Directors remuneration The remuneration of the managing directors is not at arm s length. None of the directors received any remuneration from the Company. They received remuneration from affiliated entities for positions held in those entities. One director is an employee of the Company s legal advisor and advisory costs are included in the Company s Profit and Loss statement. Signing of the financial statements, 30 April 2015 Martin John Page Fabian Nellestijn Reinier Willem van Ierschot Was signed Was signed Was signed 20

21 Additional information Independent auditor s report Reference is made to the independent auditor s report included hereafter. Statutory rules concerning appropriation of the profit The articles of association provide that the net result for the year is subject to disposition to be decided upon by the general meeting of shareholders. Appropriation of result for the financial year 2013 The annual report 2013 is determined in the general meeting of shareholders held on 27 June The general meeting of shareholders agreed that the annual profit be added to the general reserve. Proposed appropriation of the profit for the year 2014 The proposal for the forthcoming General Meeting of Shareholders will be to add the annual profit amounting to 831,317 to the general reserve. In anticipation of such decision, the proposal has been reflected in the financial statements. Subsequent events In February 2015, the Company issued 650 million of notes under its Euro medium term notes program, which are listed on the Irish Stock Exchange. These notes are due in February 2018 with interest payable annually. These notes are guaranteed by GMF and by AFSI. 21

22 11 IJe I 01 Deloitte Accountants B.V. ) Wilhelminakade AP Rotterdam P.O.Box CA Rotterdam Netherlands Tel: +31 (0) Fax: 31 (0) Independent auditor s report To: the Shareholder of General Motors Financial International B.V. Report on the Audit of the Financial Statements 2014 Our Opinion We have audited the accompanying financial statements 2014 of General Motors Financial International B.V. (the Company), based in. In our opinion, the financial statements give a true and fair view of the financial position of General Motors Financial International B.V. as at December 31, 2014, and of its result for 2014 in accordance with Part 9 of Book 2 of the Dutch Civil Code. The financial statements comprise: 1. The balance sheet as at December 31, The profit and loss account for the year then ended. 3. The notes comprising a summary of the significant accounting policies and other explanatory information. Basis for our Opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the Our responsibilities for the Audit of the Financial Statements section of our report. We are independent of General Motors Financial International B.V. in accordance with the Verordening inzake de onathankelijkheid van accountants bij assurance-opdrachten (ViO) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Deloiffe Accountants By. is registered with the Trade Register of the Chamber of Commerce and Industry in Rotterdam number Member of Deloitte Touche Tohmatsu Limited O528OI2O /phJ2Ol523800Isl

23 Deloitte. Materiality Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion. Based on our professional judgment we determined the materiality for the financial statements as a whole at 14 million. The materiality is based on 1% of the total assets. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons. We agreed with the Board of Directors that misstatements in excess of 700,000, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds. Our Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the Board of Directors. The key audit matters are not a comprehensive reflection of all matters discussed. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Valuation of receivables The risk associated with the possible impairment of the notes and loans receivable on various entities, which are measured against amortized cost. Reference is made to note 1 and 2 of the financial statements of General Motors Financial International B.V. as per December 31, Response We received a copy of the guarantee letter from General Motors Financial Company, Inc to the company stating the unconditional guarantee of the repayment of advances and interest due from any subsidiary of General Motors Financial Company, mc, and received information from the group auditor on the credibility of this letter. Based on the above information evaluated the valuation analysis of management. Based on the work performed, as mentioned above, we observed that the valuation analysis for these notes and loans receivables are appropriate. We also determined that the disclosure in relation to these notes and loans receivables are appropriate /2015 l7394/ph120l523$oo/sl

24 Deloitte. Responsibilities of the Directors for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the Director s report in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. As part of the preparation of the financial statements, management is responsible for assessing the company s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Management should disclose events and circumstances that may cast significant doubt on the company s ability to continue as a going concern in the financial statements. The Board of Directors is responsible for overseeing the company s financial reporting process. Our Responsibilities for the Audit of the Financial Statements Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion. Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all errors and fraud. Please refer to Appendix A for a summary of our responsibilities. Report on other legal and regulatory requirements Report on the Director s report and the other information Pursuant to legal requirements of Part 9 of Book 2 of the Dutch Civil Code (concerning our obligation to report about the Director s report and other information): We have no deficiencies to report as a result of our examination whether the Director s report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code, and whether the information as required by Part 9 of Book 2 of the Dutch Civil Code has been annexed. We report that the Director s report, to the extent we can assess, is consistent with the financial statements / /ph $OO/sl

25 Deloitte. Engagement We were engaged by the Board of Directors as auditor of General Motors Financial International B.V. for 2014 on April 28, 2015, and we have been the auditor of General Motors Financial International B.V. as of year Rotterdam, April 30, 2015 Deloitte Accountants B.V. Penon O528O/2Ol5l7394/pb120l523800/sl

26 Deloitte. Appendix A We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included e.g.: Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company s internal control. Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Concluding on the appropriateness of management s use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor s report. However, future events or conditions may cause the company to cease to continue as a going concern. Evaluating the overall presentation, structure and content of the financial statements, including the disclosures. Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit. We provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor s report unless law or regulation precludes public disclosure about the matter or, in extremely rare circumstances, when non mentioning is in the public interest O528O/2O15l7394/phJ2Ol523800Isl

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