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Federal Law No. 57-FZ of April 29, 2008

On the procedure for making foreign investments in economic companies which are of strategic importance for ensuring the country′s defence capacity and state security

Adopted by the State Duma on April 2, 2008

Endorsed by the Federation Council on April 16, 2008

Article 1. Aims of the Present Law

For the purpose of ensuring the country′s defence capacity and state security this Federal Law establishes withdrawals of restrictive nature for foreign investors and for groups of persons which include a foreign investor (hereinafter referred to as a group of persons) when they participate in authorized capitals of economic companies which are of strategic importance for ensuring the country′s defence capacity and state security and/or when they make transactions entailing institution of control over the said economic companies.

Article 2. Relations Regulated by This Federal Law and Its Scope

1. This Federal Law shall regulate relations connected with making investments by foreign investors or a group of persons in the authorised capital of economic companies which are of strategic importance for ensuring the country′s defence capacity and state security, as well as connected with making other transactions resulting in institution of control by foreign investors or a group of persons over such economic companies.

2. Foreign states, international organisations, as well as organisations controlled by them, including those established in the territory of the Russian Federation, are not entitled to make transactions entailing institution of control over economic companies which are of strategic importance for ensuring the country′s defence capacity and state security.

3. Transactions made by foreign states, international organisations or by organisations controlled by them as a result of which the foreign states, international organisations or organisations controlled by them acquire the right to dispose directly or indirectly of over twenty five per cent of the total number of votes falling at the voting stocks (shares) constituting the authorized capital of economic companies which are of strategic importance for ensuring the country′s defence capacity and state security or other ability to block decisions of managerial bodies of such economic companies, or acquire the right to dispose of directly of indirectly of over five per cent of the total number of votes falling at the voting stocks (shares) constituting the authorized capital of economic companies, which are of strategic importance for ensuring the country′s defence capacity and state security and are engaged in geological subsoil exploration and/or geological prospecting and extraction of minerals on subsoil areas of federal importance (hereinafter likewise referred to as the use of subsoil areas of federal importance), are subject to preliminary coordination in the procedure provided for by this Federal Law.

4. Institution of control by foreign states, international organisations or organisations controlled by them over economic companies which are of strategic importance for ensuring the country′s defence and state security shall be determined in compliance with the provisions of Article 5 of this Federal Law.

5. The provisions of this Federal Law shall also apply to transactions made outside the territory of the Russian Federation and to other agreements achieved outside the territory of the Russian Federation, if such transactions and such agreements have the effects cited in Parts 1-3 of this article.

6. This Federal Law shall not extend to the relations connected with making foreign investments and regulated by other federal laws or ratified in the established procedure by international treaties where the Russian Federation participates. Relations connected with making foreign investments in the field of technical military cooperation of the Russian Federation with foreign states shall be regulated in compliance with the legislation of the Russian Federation on technical military cooperation.

7. The provisions of this Federal Law regulating the relations connected with making foreign investments in economic companies which are of strategic importance for ensuring the country′s defence capacity and state security and use subsoil areas of federal importance, except for the provisions of Part 3 of this article, shall not extend to the relations connected with making foreign investments in economic companies which are of strategic importance for ensuring the country′s defence capacity and state security and use land plots of federal importance, if the Russian Federation′s share (contribution) in the authorized capital of such economic companies constitutes over fifty per cent of the total number of votes falling at the voting stocks (shares) constituting the authorised capital of such economic companies and/or if the Russian Federation is entitled to dispose directly or indirectly of over fifty per cent of the total number of the said votes.

8. This Federal Law shall not extend to the relations connected with making foreign investments into objects of civil rights, except for the objects of civil rights cited in Part 1 of this Article.

Article 3. Basic Concepts Used in This Federal Law

1. For the purposes of this Federal Law the following basic concepts are used herein:

  1. threat to the country′s defence capacity and state security means the totality of conditions and factors posing danger to the vital interests of person, society and/or the State;
  2. economic company which is of strategic importance for ensuring the country′s defence capacity and state security (hereinafter referred to as economic company of strategic importance) means an economic company established in the territory of the Russian Federation and engaged in at least one kind of activities which are of strategic importance for ensuring the country′s defence capacity and state security and are cited in Article 6 of this Federal Law;
  3. control exercised by a foreign investor or a group of persons over an economic company which is of strategic importance (hereinafter also referred to as control) means the ability of a foreign investor or a group of persons to determine - either directly or through third persons - decisions adopted by the economic company which is of strategic importance by way of disposing of the votes falling at the voting stocks (shares) constituting the authorised capital of such economic company at a general meeting of stockholders (participants) of such economic company, by way of participation in the board of directors (supervisory board) and other managerial bodies of such economic company, making with such economic company an agreement on exercising in respect of it the functions of the manager (management company) or a similar agreement, as well as the ability of a foreign investor or a group of
    persons to dispose - directly or indirectly - of over ten and more per cent of the total number of votes falling at the voting stocks (shares) constituting the authorised capital of an economic company which is of strategic importance and uses land plots of federal importance, or the right of a foreign investor or a group of persons to appoint a one-man executive body and/or ten and more per cent of the composition of the collective executive body of such economic company, or an unconditional ability of a foreign investor or a group of persons to elect ten amd more per cent of the composition of the board of directors (supervisory board) or other collective managerial body of such economic company; 
  4. indirect disposal by a foreign investor or a group of persons of the votes falling at the voting stocks (shares) constituting the authorised capital of an economic company which is of strategic importance means the actual ability of a foreign investor or of a group of persons to dispose of the votes falling at the voting stocks (shares) constituting the authorised capital of an economic company which is of strategic importance; 
  5. ability to block decisions of managerial bodies of an economic company which is of strategic importance means the ability of a foreign investor or a group of persons to impede - indirectly or through third persons -the adoption of decisions by managerial bodies of the economic company which is of strategic importance, if under the legislation of the Russian Federation and/or the articles of the economic company such decisions are adopted by a special majority of votes.

2. The concept "foreign investor" is used in the meaning cited in Article 2 of Federal Law No. 160-FZ of July 9, 1999 on Foreign Investments in the Russian Federation. For the purposes of this Federal Law, as foreign investors shall be likewise recognized organisations controlled by foreign investors, including those established in the territory of the Russian Federation. With that, the provisions of Parts 1 and 2 of Article 5 of this Federal Law shall be applied for determining the presence of control exercised by foreign investors over such organisations.

3. The concepts "group of persons", "agreement" and "coordinated actions" shall be used accordingly in the meanings cited in Federal Law No. 135-FZ of July 26, 2006 on Competition Protection (hereinafter referred to as the Federal Law on Competition Protection).

Article 4. Terms and Conditions of Making Transactions Which Entail Institution of Control by a Foreign Investor or a Group of Persons over Economic Companies of Strategic Importance

1. Making transactions which entail institution of control by a foreign investor or by a group of persons over economic companies of strategic importance shall be permissible where there is the decision on preliminary coordination of such transactions in compliance with this Federal Law legalized by the federal executive body authorised to exercise the functions of control over making foreign investments in the Russian Federation (hereinafter referred to as the authorized body) and having a specified validity term, except as provided for by Part 4 of this article.

2. The foreign investor or group of persons at whose request a decision has been taken on a preliminary approval of a certain transaction, may make such transaction within the period of effect of the said decision.

3. The foreign investor or group of persons whose petition has served as the basis for adoption of the decision on preliminary coordination of a transaction resulting in acquisition by the foreign investor or the group of persons of the right to dispose - directly or indirectly - of a certain number of votes falling at the voting stocks (shares) constituting the authorised capital of an economic company of strategic importance are entitled within the validity term of the said decision to acquire as a result of one or several transactions the right to dispose - directly or indirectly - of the agreed number of votes falling at the voting stocks (shares) constituting the authorised capital of such economic company.

4. Transactions in stocks (shares) of an economic company of strategic importance and other transactions in respect of such economic company provided for by Article 7 of this Federal Law (except for an economic company which is of strategic importance and which uses a subsoil area of federal importance) are not subject to preliminary coordination, if prior to making the said transactions a foreign investor or group of persons have disposed - directly or indirectly - of over fifty per cent of the total number of votes falling at the voting stocks constituting the authorised capital of such economic company.

Article 5. The Indications That an Economic Company of Strategic Importance Is under Control

1. An economic company of strategic importance - the person under control, except for an economic company of strategic importance which uses a subsoil area of federal importance, shall be deemed being under control of a foreign investor or a group of persons - the person exercising control - where there is one of the following indications:

  1. the person exercising control enjoys the right to dispose (in particular on the basis of a contractof property trust management, contract of ordinary partnership, contract of agency or as a result of other transactions and for other reasons)- directly or indirectly - of over fifty per cent of the total number of votes falling at the voting stocks (shares) constituting the authorised capital of the person under control;
  2. the person exercising control has acquired the right or authority on the basis of a contract or for other reasons to determine decisions adopted by the person under control, in particular the conditions of exercising business activities by the person under control;
  3. the person exercising control enjoys the right to appoint a one-man executive body and/or over fifty per cent of the composition of a collective executive body of the person under control and/or has an unconditional ability to elect over fifty per cent of the composition of the board of directors (supervisory board) or other collective managerial body of the person under control;
  4. the person exercising control exercises the authority of the management company of the person under control.

2. The person under control shall be likewise deemed being under control of the person exercising control where there is the indication that the person exercising control has the right to dispose directly or indirectly (in particular on the basis of a contract of property trust management, contract of ordinary partnership, contract of agency or as a result of other transactions and for other reasons) of less than fifty per cent of the total number of votes falling at the voting stocks (shares) constituting the authorised capital of the person under control, provided that the ratio of the number of votes falling at the said stocks (shares), which the person exercising control has the right to dispose of, and of the number of votes falling at the voting stocks (shares) which constitute the authorised capital of the person under control and possessed by other stockholders (participants) of the person under control is such that the person exercising control has the ability to determine the decisions adopted by the person under control.

3. An economic company of strategic importance which uses a subsoil area of federal importance - the person under control shall be deemed being under control of a foreign investor or a group of persons - the person exercising control where there is one of the following indications:

  1. the person exercising control has the right to dispose (in particular on the basis of a contract ofproperty trust management, contract of ordinary partnership, contract of agency or as a result of other transactions or for other reasons) of ten and more per cent of the total number of votes falling at the voting stocks (shares) constituting the authorized capital of the person under control;
  2. the person exercising control has obtained the right or authority on the basis of a contract or for other reasons to determine the decisions adopted by the person under control, in particular to determine the conditions of exercising business activities by the person under control;
  3. the person under control has the right to appoint a one-man executive body and/or ten and more per cent of the composition of a collective executive body of the person under control and/or has an unconditional ability to elect ten and more per cent of the composition of the board of directors (supervisory board) or other collective managerial body of the person under control;
  4. the person exercising control exercises the authority of the management company of the person under control.

Article 6. Kinds of Activities Which Are of Strategic Importance for Ensuring the Country′s Defence and State Security

For the purposes of this Federal Law, the following kinds of activities shall be deemed those ones which are of strategic importance for ensuring the country′s defence capacity and state security:

  1. carrying out works which actively influence hydrometeorological processes and conditions;
  2. carrying out works which actively influence geophysical processes and conditions; 
  3. activities connected with the use of agents of infectious diseases;
  4. placement, construction, operation and putting into operation of nuclear plants, radiation sources and storage facilities for nuclear materials and radioactive substances, of radioactive waste storages;
  5. handling of nuclear materials and radioactive substances, in particular when prospecting and extracting uranium ore or when producing, using, processing, carrying and storing nuclear materials and radioactive substances;
  6. handling radioactive waste when storing, processing, carrying and disposing it;
  7. use of nuclear materials and/or radioactive substances when carrying out scientific research and development works;
  8. designing and development of nuclear plants, radiation sources, storage facilities for nuclear materials and radioactive substances, of radioactive waste storages;
  9. development and manufacture of equipment for nuclear plants, radiation sources, storage facilities for nuclear materials and radioactive substances, of radioactive waste storages;
  10. holding an expert examination of design, development and engineering documentation and documents that substantiate insuring of nuclear and radioactive safety of nuclear plants, radiation sources, storage facilities for nuclear materials and radioactive substances, of radioactive waste storages, of the activity of handling nuclear materials, radioactive substances and radioactive waste;
  11. development and manufacture of ciphering (cryptographic) means, of information systems protected with the use of ciphering (cryptographic) means and telecommunication systems which are subject to licencing in compliance with the legislation of the Russian Federation;
  12. activity of distribution of ciphering (cryptographic) means which is subject to licencing in compliance with the legislation of the Russian Federation;
  13. activity of maintenance of ciphering (cryptographic) means which is subject to licencing in compliance with the legislation of the Russian Federation;
  14. providing services related to information ciphering;
  15. activity of detecting electronic devices intended for secret obtainment of information at the premises and in technical facilities (except when the said activity is exercised for meeting a legal entity′s own needs);
  16. development, manufacture, sale and acquisition for the purpose of sale special technical means intended for secret obtainment of information by legal entities engaged in business activities;
  17. development of arms and military hardware;
  18. manufacture of arms and military hardware;
  19. repair of arms and military hardware;
  20. utilization of arms and military hardware;
  21. trade in arms and military hardware;
  22. manufacture of weapons and basic components of firearms (except for cold steal, civil and duty weapons);
  23. manufacture of cartridges for weapons and of cartridges (components (except for manufacture of cartridges for civil and duty weapons);
  24. trade in weapons and basic components of firearms, as well as in cartridges for weapons (except for trade in cold steal, civil and duty weapons, as well as in cartridges for civil and duty weapons);
  25. development and manufacture of armament and of their basic components; 
  26. utilization of armament and of their components;
  27. production of explosive materials of industrial purpose and activity of distribution thereof;
  28. activity of ensuring aviation safety;
  29. space activities;
  30. development of aircraft engineering, including dual-purpose aircraft engineering;
  31. manufacture of aircraft engineering, including dual-purpose aircraft engineering;
  32. repair of aircraft engineering, including dual-purpose aircraft engineering ( except for repair of units and assemblies produced by civil aviation organisations); 
  33. testing of aircraft engineering, including dual-purpose aircraft engineering;
  34. TV broadcasting in the territory whose population constitutes fifty per cent or over fifty per cent of the population of a constituent entity of the Russian Federation;
  35. radio broadcasting in the territory whose population constitutes fifty per cent or more than fifty per cent of the population of a constituent entity of the Russian Federation; 
  36. provision of services to the economic agents included into the register of subjects of natural monopolies in the fields cited in Item 1 of Article 4 of Federal Law No. 147-FZ of August 17, 1995 on Natural Monopolies, except for the subjects of natural monopolies in the field of public electric communication services and public postal service, of thermal energy and electric energy transmission over distribution networks;
  37. exercise of activity by an economic agent included into the register provided for by Article 23 of the Federal Law of Competition Protection and holding the dominant position:
    a) within the geographic boundaries of the Russian Federation in the market of communication services (except for the service of providing access to the Internet);
    b) in the territories of five and more constituent entities of the Russian Federation in the market of fixed telephone communication services;
    c) within the geographical boundaries of the cities of federal importance in the market of fixed telephone communication services;
  38. exercise of activity by an economic agent holding the dominant position in the field of production and sale of metals and alloys with special properties which are used in the manufacture of arms and military hardware;
  39. geological exploration of subsoil and/or prospecting and extraction of minerals in subsoil areas of federal importance;
  40. extraction (catching) of aquatic biological resources;
  41. exercise by an economic agent of printing activity, if such economic agent is able to ensure printing of at least two hundred press sheets per month; 
  42. exercise by an economic agent of the activity of the editorial board or publisher of a periodical print whose products are published in the run of at least one million copies per one issue.

Article 7. Transactions Whereto This Federal Law Extends

1. The following kinds of transactions shall pertain to transactions which are subject to preliminary coordination in compliance with this Federal Law:

  1. transactions (except for transactions in respect stocks (shares) constituting the authorised capital of an economic company which is of federal importance and which uses a subsoil area of federal importance) whose making results in the acquisition of the following by a foreign investor or a group of persons:
    a) the right to dispose directly or indirectly of more than fifty per cent of the total number of votes falling at the voting stocks (shares) constituting the authorised capital of an economic company of strategic importance;
    b) the right to appoint a one-man executive body and/or more than fifty per cent of the composition of a collective executive body of an economic company of strategic importance or an unconditional ability to elect more than fifty per cent of the composition of the board of directors (supervisory board) or other collective managerial body of such economic company;
  2. transactions in respect of stocks (shares) constituting the authorized capital of an economic company which is of strategic importance and which uses a subsoil area of federal importance, if as a result of making such transactions a foreign investor or a group of investors acquire the following:
    a) the right to dispose directly or indirectly of ten and more per cent of the total number of votes falling at the voting stocks (shares) constituting the authorised capital of such economic company;
    b) the right to appoint a one-man executive body and/or ten or more per cent of the composition of the collective executive body of such economic company and/or an unconditional ability to elect ten or more per cent of the composition of the board of directors (supervisory board) or other collective managerial body of such economic company;
  3. transactions aimed at acquiring by a foreign investor or by a group of persons stocks (shares) constituting the authorised capital of an economic company which is of strategic importance and which uses a subsoil plot of federal importance, if this foreign investor or this group of persons enjoys the right to dispose directly of indirectly of ten and more per cent of the total number of votes falling at the voting stocks (shares) constituting the authorised capital of such economic company;
  4. contracts of exercising by a foreign investor or by a profit-making organisation pertaining to a group of persons or by an individual businessman the functions of the manager ( managing organisation) in respect of an economic company of strategic importance;
  5. transactions aimed at acquisition by a foreign state, international organisation or by an organisation controlled by them of the right to dispose directly or indirectly of over twenty five per cent of the total number of votes falling at the voting stocks (shares) constituting the authorised capital of an economic company of strategic importance, or other ability to block decisions of managerial bodies of such economic company, or the right to dispose directly or indirectly of over five per cent of the total number of votes falling at the voting stocks (shares) constituting the authorised capital of an economic company which is of strategic importance and which uses a subsoil area of federal importance;
  6. other transactions aimed at the transfer to a foreign investor or a group of persons of the right to determine decisions of managerial bodies of an economic company of strategic importance, including the conditions of exercising business activities by it.

2. The following, in particular, shall pertain to the transactions, cited in Items 1 and 2 of Part 11 of this article:

  1. contracts of purchase and sale, gift and exchange of the voting stocks (shares) constituting the authorised capital of an economic company of strategic importance, as well as other agreements serving as the basis for the transfer of ownership of the said stocks (shares) to a foreign investor or a group of persons;
  2. contracts of trust management and/or similar agreements whose objects are the voting stocks (shares) constituting the authorized capital of an economic company of strategic importance. 

3. As the transactions which entail institution of control over an economic company of strategic importance and which are subject to preliminary coordination in compliance with this Federal Law (hereinafter referred to as transactions) shall be likewise deemed any transactions, if they are made by a foreign investor or a group of persons in respect of third persons, which directly or indirectly exercise control over an economic company and entail institution of control by a foreign investor or a group of persons over such economic company.

4. The requirements of this article along with the instances provided for by Parts 1 - 3 of this article shall extend to other instances of acquiring stocks (shares) as a result of which a foreign investor or a group of persons directly or indirectly institute control over an economic company of strategic importance, in particular by way of discharging by a foreign investor or a group of persons the duty of acquisition of such economic company′s securities in compliance with Article 84.2 of Federal Law No. 208-FZ of December 26, 1995 on Joint-Stock Companies.

5. If control on the part of a foreign investor or a group of persons over an economic company of strategic importance is instituted as a result of alteration of the ratio of the votes falling at the voting stocks (shares) constituting the authorised capital of such economic company at a general meeting of its stockholders (participants) resulting from acquisition by such economic company, transfer thereto or redemption by it of its own stocks (shares constituting the authorised capital thereof), distribution of shares possessed by such economic company to participants thereof, conversion of preferential stocks into ordinary stocks and for other reasons provided for by the legislation of the Russian Federation, the foreign investor or the group of persons are obliged to file the petition for coordination of the control′s institution in the procedure provided for by this Federal Law within the time period of three months at most as of the date when the control over such economic company is instituted.

Article 8. Procedure for Filing the Petition for Preliminary Coordination of a Transaction and the Petition for Coordination of Control′s Institution

1. A foreign investor, or a legal entity or natural person pertaining to a group of persons, which intend to make any of the transactions cited in Parts 1 - 4 of Article 7 of this Federal Law or have instituted control over an economic company of strategic importance in compliance with Part 5 of Article 7 of this Federal Law (hereinafter also referred to as the applicant) are obliged to file in two copies with the authorised body accordingly the petition for preliminary coordination of such transaction (of a definite transaction or of transactions resulting in acquisition by the applicant of the right to dispose directly or indirectly of a definite number of votes falling at the voting stocks (shares) constituting the authorised capital of an economic company of strategic importance) and the petition for coordination of control′s institution (hereinafter referred as the petition).

2. The petition for preliminary coordination of a transaction shall include the following documents:

  1. application for the transaction′s preliminary coordination containing the proposal in respect ofthe validity term of the decision on the transaction′s preliminary coordination to be addressed to the authorised body and drawn up in the arbitrary form (in the event of filing the petition for preliminary coordination of transactions resulting in acquisition by the applicant of the right to dispose directly or indirectly of a definite number of votes falling at the voting stocks (shares) constituting the authorised capital of an economic company of strategic importance, the application for preliminary coordination of the transactions must specify the number of votes falling at the said voting stocks (shares) in respect which the applicant intends to acquire the right of disposal);
  2. document proving the state registration of the applicant - of a legal entity or of a natural person as an individual businessman in compliance with the legislation of an appropriate state or, in respect of the applicant which is a legal entity, some other document proving the establishment thereof; 
  3. document certifying the identity of the applicant who is a natural person;
  4. document proving the establishment of the applicant which is a foreign organisation not being a legal entity in compliance with the legislation of the state where it is established;
  5. constituent documents of the applicant which is a legal entity; 
  6. draft contract or other agreement disclosing the content of the transaction (except when filing the petition for preliminary coordination of transactions resulting in acquisition by the applicant of the right to dispose directly or indirectly of a definite number of votes falling at the voting stocks (shares) constituting the authorised capital of an economic company of strategic importance);
  7. document which contains data on the applicant′s basic kinds of activities exercised by the applicant within the two years preceding the date when the petition is filed or, if the time period for exercising such applicant′s activities is less than two years, within the time period of its exercising and which is to be drawn up in an arbitrary form (except when transactions are made by a foreign state);
  8. document containing data on the composition of the group of persons whereto the applicant pertains, as well as data on the participation thereof in an agreement or on the applicant′s making coordinated actions which can have a major impact upon the activities of an economic company of strategic importance and are connected with participation of such economic company in exercising the kinds of activities provided for by Article 6 of this Federal Law;
  9. document containing data on the person exercising control over the applicant and on the indications that the applicant is under control in compliance with Article 5 of this Federal Law;
  10. draft business-plan of an economic company of strategic importance in compliance with the kind or kinds of activities cited in Article 6 of this Federal Law according to the form endorsed by the authorized body (except when the transactions cited in Items 2, 3 and 5 of Part 1 of Article 7 of this Federal Law are made and when transactions are made by a foreign state);
  11. document containing data on the stocks (shares) constituting the authorised capital of an economic company of strategic importance and possessed by the applicant, as well as on other circumstances which are existing on the date, when the petition is filed, and entailing, should a transaction be made, in compliance with this Federal Law the institution of control by a foreign investor or a group of persons over the economic company of strategic importance.

3. The petition for coordinating institution of control shall include the application for coordination of control′s institution addressed to the authorised body and drawn up in a voluntary form, as well as the documents cited in Items 2-5, 7-9 and 11 of Part 2 of this article.

4. The applicant is entitled to submit to the authorised body copies of the documents cited in Items 2-5 of Part 2 of this article attested in the established procedure.

5. The applicant is entitled to submit to an authorized body within the composition of the petition, along with the documents cited in Part 2 or 3 of this article, other documents and data which, in the opinion thereof, are required for proving institution of the applicant′s control over an economic company of strategic importance and indications that such economic company is under control in compliance with Article 5 of this Federal Law.

6. If, when making the transaction cited in Article 7 of this Federal law, the institution of the applicant′s control over an economic company of strategic importance is not evident, the applicant is entitled to forward to the authorised body the request for coordination of such transaction in compliance with this Federal Law attaching thereto the documents cited in Items 2-5, 7-9 and 11 of Part 2 of this article. Within thirty days as of the date when such request is received the authorised body is obliged to consider this request and to forward to the applicant an answer on the merits thereof and notify of this request and such answer the Governmental Commission for Exercising Control over Making Foreign Investments in the Russian Federation (hereinafter referred to as the Commission) with the Chairman of the Government of the Russian Federation at the top.

Articles 9-17

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