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EssilorLuxottica needs to act to address governance concerns

Time for the Board to act

As EssilorLuxottica heads towards its 2020 annual general meeting (AGM) on 25 Jun 2020, we call on the Board to address its ongoing governance issues. We do not believe the governance deadlock, first made public in March last year, has been resolved. Since the settlement agreement signed in May 2019, the Board has not given an update or made any visible improvements in governance despite assurance to shareholders. This puts their longer-term performance, including the delivery of merger synergies, at risk. We strongly encourage the Board to use the upcoming AGM to address shareholders’ concerns.

What we would like to see

  1. Succession planning for key board members. Specifically, we would like to see at least two new non-executive directors appointed who do not have historical ties to either side. This would provide fresh oversight on behalf of all shareholders and, critically, help ensure more united leadership.
  2. Issue a public update on the progress the Nomination Committee is making in appointing a new Chief Executive Officer.
  3. Appoint a lead independent director to whom minority shareholders can turn for future dialogues.
  4. Consult with shareholders on the current remuneration structure. Executive pay was significantly increased before the merger had delivered value to shareholders. There was a clear lack of shareholder support for the increases, as reflected in the significant level of votes cast against remuneration resolutions at the 2019 AGM.
  5. Provide written assurances that the Members of the Board are able to uphold their duties to act in the best interests of all shareholders while at the same time adhere to the conditions of the Combination Agreement.

Shareholders should exercise their votes

Most of the resolutions in the upcoming AGM are related to executive remuneration, with the exception of those related to seeking shareholder ratification on the appointments of Mr. Laurent Vacherot (who retired in March) and Mr. Paul du Saillant. The Board of directors has a three-year term. We will vote against all items concerning executive remuneration in protest against the lack of progress in governance improvements.

Sarasin actions

We have written to the Board four times over the past 12 months and have received one reply. Unfortunately, the response we have received does not provide us with any comfort that the Board is addressing our governance concerns.

In April 2020, as per our Ownership Discipline, we wrote to two French regulatory bodies – the Autorité des Marchés Financiers and the Haut Comité de Gouvernement d'Entreprise – raising our concern that the company’s current governance arrangements, primarily the Combination Agreement, have impeded directors to carry out their duties in the best interest of the company and all its shareholders. We have not had a formal response yet.

Following a year of silence from EssilorLuxottica, shareholders need more clarity on how the Board plans to address governance concerns. Last year, EssilorLuxottica saw a majority of independent shareholders vote in favour of the appointment of two shareholder-proposed independent directors, sending an unequivocal message that the simmering board infighting needed to be stopped. As minority shareholders, we continue to worry that the power struggle between Mr. Del Vecchio and Mr. Sagnières is distracting management from their job of finalising their merger and delivering promised synergies. Given the more recent challenges of COVID-19, it is even more important that EssilorLuxottica’s leadership is united to ensure the business prospers. We, therefore, call on the Board to use this AGM as an opportunity to provide clarity over the future of the company’s executive leadership and update on plans to refresh the board with new independent directors – including the appointment of a dedicated lead independent director to lead dialogues with shareholders.

 - Alex Hunter, Partner, Sarasin & Partners

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The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

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The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

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This website should not be regarded as an offer or solicitation to conduct investment business in any jurisdiction other than South Africa.

The information on this website has been obtained from sources that Sarasin believe to be reliable and accurate at the date of publication, but no warranty of accuracy is given. We are not responsible for the accuracy of information contained within sites provided by third parties, which may have links to or from our pages. Any opinions expressed are our judgement at the time of writing and are subject to change without notice. By proceeding you agree to the exclusion by Sarasin of any liability in respect of any errors or omissions by Sarasin and any other relevant third parties.

The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

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Who can use this site

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It is not for distribution outside Ireland and should not be relied upon by retail investors.

If you do not meet the above criteria, you must leave this site immediately and you accept Sarasin will not be liable in any way whatsoever for your use of this website or the information contained within if you choose to proceed.

What you should know about the site’s content

This website should not be regarded as an offer or solicitation to conduct investment business in any jurisdiction other than Ireland. The information on this website is provided on the condition that it will not form the basis for any investment decision by the recipient or clients that the recipient may be representing or acting for.

The information on this website has been obtained from sources that Sarasin believe to be reliable and accurate at the date of publication, but no warranty of accuracy is given. We are not responsible for the accuracy of information contained within sites provided by third parties, which may have links to or from our pages. Any opinions expressed are our judgement at the time of writing and are subject to change without notice. By proceeding you agree to the exclusion by Sarasin of any liability in respect of any errors or omissions by Sarasin and any other relevant third parties.

The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

Cookies and other policies

This website uses cookies. A cookie is a small file of letters and numbers that we put on your electronic device which is essential for the website to function properly and which help to provide you with a better online experience. These cookies cannot be switched off and do not store any of your information. We also use non-essential cookies which you can consent to or reject via the cookie consent tool on our website. By continuing to access this website, you agree to these warnings and important information.

Please make sure you have also read our Legal Information, Important Information and Privacy Policies which apply to your use of this website. To access these, please click on the links at the footer of the home page.

It is important that you read this information before proceeding, as it explains certain legal and regulatory restrictions applicable to the use of this website.

By clicking the ‘Accept’ button you acknowledge that the information below has been brought to your attention.

The contents of this website have been approved for issue in the UK by Sarasin & Partners LLP (‘Sarasin’), which is regulated by the Financial Conduct Authority. Under no circumstances should this information or any part of it be copied, reproduced or redistributed.

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It may be unlawful to access or download the information contained on this website in certain jurisdictions and Sarasin and its affiliates disclaim all responsibility if you access or download any information from this website in breach of any law or regulation of the UK, the jurisdiction in which you are residing or domiciled or the jurisdiction from which you access the website.

If you are acting as a financial adviser or intermediary, you agree to access this website only for the purposes for which you are permitted to do so under applicable law.

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The information on this website has been obtained from sources that Sarasin believe to be reliable and accurate at the date of publication, but no warranty of accuracy is given. We are not responsible for the accuracy of information contained within sites provided by third parties, which may have links to or from our pages. Any opinions expressed are our judgement at the time of writing and are subject to change without notice. By proceeding you agree to the exclusion by Sarasin of any liability in respect of any errors or omissions by Sarasin and any other relevant third parties.

The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

Cookies and other policies
This website uses cookies. A cookie is a small file of letters and numbers that we put on your electronic device which is essential for the website to function properly and which help to provide you with a better online experience. These cookies cannot be switched off and do not store any of your information. We also use non-essential cookies which you can consent to or reject via the cookie consent tool on our website. By continuing to access this website, you agree to these warnings and important information.

Please make sure you have also read our Legal Information, Important Information and Privacy Policies which apply to your use of this website. To access these, please click on the links at the footer of the home page.

It is important that you read this information before proceeding, as it explains certain legal and regulatory restrictions applicable to the use of this website.

By clicking the ‘Accept’ button you acknowledge that the information below has been brought to your attention.

The contents of this website have been approved for issue in the UK by Sarasin & Partners LLP (‘Sarasin’), which is regulated by the Financial Conduct Authority. Under no circumstances should this information or any part of it be copied, reproduced or redistributed.

Who can use this site

This website and the information contained within is for UK residents only and not for distribution outside the UK. If you are not a UK resident, you must leave this site immediately and accept Sarasin will not be liable in any way whatsoever for your use of this website or the information contained within if you choose to proceed.

What you should know about the site’s content

This website should not be regarded as an offer or solicitation to conduct investment business in any jurisdiction other than the UK. The information on this website is provided on the condition that it will not form the basis for any investment decision by the recipient or clients that the recipient may be representing or acting for.

The information on this website has been obtained from sources that Sarasin believe to be reliable and accurate at the date of publication, but no warranty of accuracy is given. We are not responsible for the accuracy of information contained within sites provided by third parties, which may have links to or from our pages. Any opinions expressed are our judgement at the time of writing and are subject to change without notice. By proceeding you agree to the exclusion by Sarasin of any liability in respect of any errors or omissions by Sarasin and any other relevant third parties.

The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

Cookies and other policies

This website uses cookies. A cookie is a small file of letters and numbers that we put on your electronic device which is essential for the website to function properly and which help to provide you with a better online experience. These cookies cannot be switched off and do not store any of your information. We also use non-essential cookies which you can consent to or reject via the cookie consent tool on our website. By continuing to access this website, you agree to these warnings and important information.

Please make sure you have also read our Legal Information, Important Information and Privacy Policies which apply to your use of this website. To access these, please click on the links at the footer of the home page.

It is important that you read this information before proceeding, as it explains certain legal and regulatory restrictions applicable to the use of this website.

By clicking the ‘Accept’ button you acknowledge that the information below has been brought to your attention.

The contents of this website have been approved for issue in the UK by Sarasin & Partners LLP (‘Sarasin’), which is regulated by the Financial Conduct Authority. Under no circumstances should this information or any part of it be copied, reproduced or redistributed.

Who can use this site

This website and the information contained within is for UK resident charities only and not for distribution outside the UK. If you are not a UK resident charity, you must leave this site immediately and accept Sarasin will not be liable in any way whatsoever for your use of this website or the information contained within if you choose to proceed.

What you should know about the site’s content

This website should not be regarded as an offer or solicitation to conduct investment business in any jurisdiction other than the UK. The information on this website is provided on the condition that it will not form the basis for any investment decision by the recipient or clients that the recipient may be representing or acting for.

The information on this website has been obtained from sources that Sarasin believe to be reliable and accurate at the date of publication, but no warranty of accuracy is given. We are not responsible for the accuracy of information contained within sites provided by third parties, which may have links to or from our pages. Any opinions expressed are our judgement at the time of writing and are subject to change without notice. By proceeding you agree to the exclusion by Sarasin of any liability in respect of any errors or omissions by Sarasin and any other relevant third parties.

The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

Cookies and other policies

This website uses cookies. A cookie is a small file of letters and numbers that we put on your electronic device which is essential for the website to function properly and which help to provide you with a better online experience. These cookies cannot be switched off and do not store any of your information. We also use non-essential cookies which you can consent to or reject via the cookie consent tool on our website. By continuing to access this website, you agree to these warnings and important information.

Please make sure you have also read our Legal Information, Important Information and Privacy Policies which apply to your use of this website. To access these, please click on the links at the footer of the home page.

It is important that you read this information before proceeding, as it explains certain legal and regulatory restrictions applicable to the use of this website.

By clicking the ‘Accept’ button you acknowledge that the information below has been brought to your attention.

The contents of this website have been approved for issue in the UK by Sarasin & Partners LLP (‘Sarasin’), which is regulated by the Financial Conduct Authority. Under no circumstances should this information or any part of it be copied, reproduced or redistributed.

Who can use this site

This information on this website is only for UK residents who are:

professional investors;

our product distributor partners; or

regulated professional intermediaries.

It is not for distribution outside the UK and should not be relied upon by retail investors.

If you do not meet the above criteria, you must leave this site immediately and you accept Sarasin will not be liable in any way whatsoever for your use of this website or the information contained within if you choose to proceed.

What you should know about the site’s content

This website should not be regarded as an offer or solicitation to conduct investment business in any jurisdiction other than the UK. The information on this website is provided on the condition that it will not form the basis for any investment decision by the recipient or clients that the recipient may be representing or acting for.

The information on this website has been obtained from sources that Sarasin believe to be reliable and accurate at the date of publication, but no warranty of accuracy is given. We are not responsible for the accuracy of information contained within sites provided by third parties, which may have links to or from our pages. Any opinions expressed are our judgement at the time of writing and are subject to change without notice. By proceeding you agree to the exclusion by Sarasin of any liability in respect of any errors or omissions by Sarasin and any other relevant third parties.

The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

Cookies and other policies

This website uses cookies. A cookie is a small file of letters and numbers that we put on your electronic device which is essential for the website to function properly and which help to provide you with a better online experience. These cookies cannot be switched off and do not store any of your information. We also use non-essential cookies which you can consent to or reject via the cookie consent tool on our website. By continuing to access this website, you agree to these warnings and important information.

Please make sure you have also read our Legal Information, Important Information and Privacy Policies which apply to your use of this website. To access these, please click on the links at the footer of the home page.

It is important that you read this information before proceeding, as it explains certain legal and regulatory restrictions applicable to the use of this website.

By clicking the ‘Accept’ button you acknowledge that the information below has been brought to your attention.

The contents of this website have been approved for issue in the UK by Sarasin & Partners LLP (‘Sarasin’), which is regulated by the Financial Conduct Authority. Under no circumstances should this information or any part of it be copied, reproduced or redistributed.

Who can use this site

This information on this website is only for UK residents who are:

professional investors;

our product distributor partners; or

regulated professional intermediaries.

It is not for distribution outside the UK and should not be relied upon by retail investors.

If you do not meet the above criteria, you must leave this site immediately and you accept Sarasin will not be liable in any way whatsoever for your use of this website or the information contained within if you choose to proceed.

What you should know about the site’s content

This website should not be regarded as an offer or solicitation to conduct investment business in any jurisdiction other than the UK. The information on this website is provided on the condition that it will not form the basis for any investment decision by the recipient or clients that the recipient may be representing or acting for.

The information on this website has been obtained from sources that Sarasin believe to be reliable and accurate at the date of publication, but no warranty of accuracy is given. We are not responsible for the accuracy of information contained within sites provided by third parties, which may have links to or from our pages. Any opinions expressed are our judgement at the time of writing and are subject to change without notice. By proceeding you agree to the exclusion by Sarasin of any liability in respect of any errors or omissions by Sarasin and any other relevant third parties.

The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

Cookies and other policies

This website uses cookies. A cookie is a small file of letters and numbers that we put on your electronic device which is essential for the website to function properly and which help to provide you with a better online experience. These cookies cannot be switched off and do not store any of your information. We also use non-essential cookies which you can consent to or reject via the cookie consent tool on our website. By continuing to access this website, you agree to these warnings and important information.

Please make sure you have also read our Legal Information, Important Information and Privacy Policies which apply to your use of this website. To access these, please click on the links at the footer of the home page.

It is important that you read this information before proceeding, as it explains certain legal and regulatory restrictions applicable to the use of this website.

By clicking the ‘Accept’ button you acknowledge that the information below has been brought to your attention.

The contents of this website have been approved for issue to US persons by Sarasin & Partners LLP (‘Sarasin’), which is regulated by the Financial Conduct Authority. Under no circumstances should this information or any part of it be copied, reproduced or redistributed.

Who can use this site

This website and the information contained within is for US persons only and not for distribution to non-US persons. If you are not a US person, you must leave this site immediately and accept Sarasin will not be liable in any way whatsoever for your use of this website or the information contained within if you choose to proceed

What you should know about the site’s content

This website should not be regarded as an offer or solicitation to conduct investment business in any jurisdiction other than US persons. The information on this website is provided on the condition that it will not form the basis for any investment decision by the recipient or clients that the recipient may be representing or acting for.

The information on this website has been obtained from sources that Sarasin believe to be reliable and accurate at the date of publication, but no warranty of accuracy is given. We are not responsible for the accuracy of information contained within sites provided by third parties, which may have links to or from our pages. Any opinions expressed are our judgement at the time of writing and are subject to change without notice. By proceeding you agree to the exclusion by Sarasin of any liability in respect of any errors or omissions by Sarasin and any other relevant third parties.

The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

Cookies and other policies

This website uses cookies. A cookie is a small file of letters and numbers that we put on your electronic device which is essential for the website to function properly and which help to provide you with a better online experience. These cookies cannot be switched off and do not store any of your information. We also use non-essential cookies which you can consent to or reject via the cookie consent tool on our website. By continuing to access this website, you agree to these warnings and important information.

Please make sure you have also read our Legal Information, Important Information and Privacy Policies which apply to your use of this website. To access these, please click on the links at the footer of the home page.

It is important that you read this information before proceeding, as it explains certain legal and regulatory restrictions applicable to the use of this website.

By clicking the ‘Accept’ button you acknowledge that the information below has been brought to your attention.

The contents of this website have been approved for issue to US persons by Sarasin & Partners LLP (‘Sarasin’), which is regulated by the Financial Conduct Authority. Under no circumstances should this information or any part of it be copied, reproduced or redistributed.

Who can use this site

This information on this website is only for US persons who are:

professional investors;

our product distributor partners; or

regulated professional intermediaries.

It is not for distribution to non-US persons and should not be relied upon by retail investors.

If you do not meet the above criteria, you must leave this site immediately and you accept Sarasin will not be liable in any way whatsoever for your use of this website or the information contained within if you choose to proceed.

What you should know about the site’s content

This website should not be regarded as an offer or solicitation to conduct investment business in any jurisdiction other than US persons. The information on this website is provided on the condition that it will not form the basis for any investment decision by the recipient or clients that the recipient may be representing or acting for.

The information on this website has been obtained from sources that Sarasin believe to be reliable and accurate at the date of publication, but no warranty of accuracy is given. We are not responsible for the accuracy of information contained within sites provided by third parties, which may have links to or from our pages. Any opinions expressed are our judgement at the time of writing and are subject to change without notice. By proceeding you agree to the exclusion by Sarasin of any liability in respect of any errors or omissions by Sarasin and any other relevant third parties.

The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

Cookies and other policies

This website uses cookies. A cookie is a small file of letters and numbers that we put on your electronic device which is essential for the website to function properly and which help to provide you with a better online experience. These cookies cannot be switched off and do not store any of your information. We also use non-essential cookies which you can consent to or reject via the cookie consent tool on our website. By continuing to access this website, you agree to these warnings and important information.

Please make sure you have also read our Legal Information, Important Information and Privacy Policies which apply to your use of this website. To access these, please click on the links at the footer of the home page.

It is important that you read this information before proceeding, as it explains certain legal and regulatory restrictions applicable to the use of this website.

By clicking the ‘Accept’ button you acknowledge that the information below has been brought to your attention.

The contents of this website have been approved for issue in South Africa by Sarasin & Partners LLP (‘Sarasin’), which is regulated by the Financial Conduct Authority. Under no circumstances should this information or any part of it be copied, reproduced or redistributed.

Who can use this site

This website and the information contained within is for South African residents only and not for distribution outside the South Africa. If you are not a South African resident, you must leave this site immediately and accept Sarasin will not be liable in any way whatsoever for your use of this website or the information contained within if you choose to proceed

It is not for distribution outside South Africa and should not be relied upon by retail investors.

If you do not meet the above criteria, you must leave this site immediately and you accept Sarasin will not be liable in any way whatsoever for your use of this website or the information contained within if you choose to proceed.

What you should know about the site’s content

This website should not be regarded as an offer or solicitation to conduct investment business in any jurisdiction other than South Africa. The information on this website is provided on the condition that it will not form the basis for any investment decision by the recipient or clients that the recipient may be representing or acting for.

The information on this website has been obtained from sources that Sarasin believe to be reliable and accurate at the date of publication, but no warranty of accuracy is given. We are not responsible for the accuracy of information contained within sites provided by third parties, which may have links to or from our pages. Any opinions expressed are our judgement at the time of writing and are subject to change without notice. By proceeding you agree to the exclusion by Sarasin of any liability in respect of any errors or omissions by Sarasin and any other relevant third parties.

The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

Cookies and other policies

This website uses cookies. A cookie is a small file of letters and numbers that we put on your electronic device which is essential for the website to function properly and which help to provide you with a better online experience. These cookies cannot be switched off and do not store any of your information. We also use non-essential cookies which you can consent to or reject via the cookie consent tool on our website. By continuing to access this website, you agree to these warnings and important information.

Please make sure you have also read our Legal Information, Important Information and Privacy Policies which apply to your use of this website. To access these, please click on the links at the footer of the home page.

It is important that you read this information before proceeding, as it explains certain legal and regulatory restrictions applicable to the use of this website.

By clicking the ‘Accept’ button you acknowledge that the information below has been brought to your attention.

The contents of this website have been approved for issue in South Africa by Sarasin & Partners LLP (‘Sarasin’), which is regulated by the Financial Conduct Authority. Under no circumstances should this information or any part of it be copied, reproduced or redistributed.

Who can use this site

This information on this website is only for South Africa residents who are:

professional investors;

our product distributor partners; or

regulated professional intermediaries.

It is not for distribution outside South Africa and should not be relied upon by retail investors.

If you do not meet the above criteria, you must leave this site immediately and you accept Sarasin will not be liable in any way whatsoever for your use of this website or the information contained within if you choose to proceed.

What you should know about the site’s content

This website should not be regarded as an offer or solicitation to conduct investment business in any jurisdiction other than South Africa.

The information on this website has been obtained from sources that Sarasin believe to be reliable and accurate at the date of publication, but no warranty of accuracy is given. We are not responsible for the accuracy of information contained within sites provided by third parties, which may have links to or from our pages. Any opinions expressed are our judgement at the time of writing and are subject to change without notice. By proceeding you agree to the exclusion by Sarasin of any liability in respect of any errors or omissions by Sarasin and any other relevant third parties.

The information on this website does not in any way constitute investment, tax, legal or any other form of advice or recommendation that a product or investment is suitable for you or your circumstances. If you are unsure as to whether the investments described in this site are suitable for you should seek professional advice from a professional adviser.

Cookies and other policies

This website uses cookies. A cookie is a small file of letters and numbers that we put on your electronic device which is essential for the website to function properly and which help to provide you with a better online experience. These cookies cannot be switched off and do not store any of your information. We also use non-essential cookies which you can consent to or reject via the cookie consent tool on our website. By continuing to access this website, you agree to these warnings and important information.

Please make sure you have also read our Legal Information, Important Information and Privacy Policies which apply to your use of this website. To access these, please click on the links at the footer of the home page.

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