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Argosy Dividend Reinvestment Plan Update

Dividend30 June 2020ARGReal Estate

This document is dated 30 June 2020 and sets out the terms and conditions of the Argosy Property
Limited Dividend Reinvestment Plan (“DRP”) established by Argosy Property Limited (“Company”)

as a means by which shareholders in the Company may elect to have fully paid shares issued to them

in lieu of all or a specified part of any dividends otherwise payable to them.

Argosy Property Limited

Dividend Reinvestment Plan

Terms &
Conditions

These terms and conditions (“Terms”) are issued in compliance with the Financial Markets

Conduct Act 2013, which exempts the Company from the need to issue a product disclosure

statement in respect of the DRP.

These Terms replace the terms and conditions of the Company’s Dividend Reinvestment Plan

dated 30 September 2016 (the “Former DRP”). An election already made under the Former DRP

will apply under these Terms.

3
Terms and Conditions

Argosy Property Limited Dividend Reinvestment Plan

cannot participate in the DRP while the sum

remains unpaid.

8. Normal cash dividend payments will be made in

respect of shares not participating in the DRP.

ELECTION TO PARTICIPATE

9. Election to participate in the DRP may be made

by a shareholder at any time by completing and

sending to the Registrar an Election Notice in the

form attached to these Terms. Following receipt

by the Registrar of a correctly completed

Election Notice, participation in the DRP will

commence from the Election Date for the next

dividend.

10. An Election Notice will not attach to the shares

in respect of which it has been given but will be

personal to the shareholder giving it. This means

that participating shares will cease to participate

upon transfer, and the transferee will not be

eligible to participate in the DRP in relation to

those shares, unless the transferee has submitted

a valid Election Notice or unless the transferee is

an existing shareholder who has elected full

participation.

11. The Company will give shareholders a

reasonable opportunity to elect to participate

in the DRP.

DEGREE OF PARTICIPATION

12. Participation in the DRP may be either full

or partial.

Full Participation

In choosing full participation, the Participant

elects to include in the DRP all shares held now

or in the future.

Partial Participation

In choosing partial participation, the Participant

elects to include in the DRP EITHER:

(a) the number of shares nominated by the

Participant in the Election Notice; OR

(b) the proportion of the Participant’s shares

from time to time (including any shares

subsequently acquired (less shares sold from

time to time)) nominated in the

Election Notice.

PRELIMINARY

1. These Terms constitute the terms and conditions

of the DRP established by the Company.

2. The DRP will continue in operation until

suspended or terminated by the Company

pursuant to clause 33.

OPERATION OF THE DRP

3. By electing to participate in the DRP, a Participant

elects to forgo cash dividends on shares

participating in the DRP and is instead entitled to

acquire fully paid shares in the Company, to the

extent of their participation in the DRP (and

subject to these Terms). The Company will, on the

day that a Participant would have otherwise been

paid a cash dividend on shares participating in the

DRP, issue the number of new fully paid shares to

which the Participant is entitled under the DRP.

Shares issued under the DRP will be issued on

these Terms, will all be subject to the same rights

as each other and will rank equally in all respects

with each other and with all other fully paid

shares in the Company as at the date of issue.

4. The Board will determine the source of payment

for the shares issued under the DRP and for this

purpose may capitalise any amount available for

payment of the dividend in accordance with the

Constitution. Argosy’s dividend policy is available

on its website, www.argosy.co.nz.

PARTICIPATION

5. Participation in the DRP is optional and is open

to all shareholders except to the extent that the

Company excludes shareholders in jurisdictions

outside New Zealand where to extend the DRP to

that jurisdiction would risk breaching the laws of

that jurisdiction or where it would be unduly

onerous for the Company to extend the DRP to

that jurisdiction. For further details please see

clauses 27 and 28.

6. Shares which do not qualify for a dividend under

their terms of issue, or by virtue of any of the

terms of the Constitution, cannot participate in

the DRP.

7. Any shares over which the Company has a lien or

charge in accordance with the Constitution or

otherwise, for a sum that is presently payable,

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Terms and Conditions

Argosy Property Limited Dividend Reinvestment Plan

EFFECT OF TRANSFER OF SHARES

18. A Participant who transfers all of their shares will

be deemed to have terminated their participation

in the DRP on the date the transfer of their

shareholding is registered.

19. If a Participant who has elected full participation

disposes of part of their shareholding without

giving the Registrar notice of termination of

participation, the Participant will be deemed to

have terminated their participation in the DRP

with respect to those shares disposed of, on the

date the relevant transfer is registered.

20. Where a Participant who has elected partial

participation (in respect of a nominated number

of shares) transfers part of their shareholding

without giving the Registrar notice of intention to

vary or terminate their partial participation in the

DRP, the shares transferred will be deemed to be

shares which are not participating in the DRP. If

the number of shares transferred is more than the

number of non-participating shares held by the

Participant, the transfer will be deemed to include

all such non-participating shares and the balance

will be attributed to participating shares.

21. Where a Participant who has elected partial

participation (in respect of a nominated

proportion of shares) transfers part of their

shareholding without giving the Registrar notice

of intention to vary or terminate their partial

participation in the DRP, the number of

participating shares held by that Participant

will be reduced proportionately.

CALCULATION OF ENTITLEMENTS

22. The number of new fully paid shares to be

issued to a Participant in respect of a dividend

will be calculated in accordance with the

following formula:

S x D

P

where:

S = the number of shares held by the Participant

as at the Record Date for the relevant dividend

which are participating in the DRP.

D = the net amount of the dividend (expressed in

13. If a Participant who has elected partial

participation in respect of a nominated number

of shares (rather than a nominated proportion

of shares):

(a) ceases to hold that nominated number of

shares, the Participant will be deemed to

have elected full participation while that

Participant holds less than the specified

number of shares; or

(b) subsequently acquires shares, those shares

will not participate in the DRP unless

the Participant sends to the Registrar an

appropriate Notice of Change or Withdrawal.

14. If an Election Notice does not indicate the degree

of participation, or if it purports to elect both full

participation and partial participation at the same

time, it will be deemed to be an application for full

participation provided it is otherwise correctly

completed and signed.

VARIATION AND TERMINATION

OF PARTICIPATION

15. A Participant may at any time, by completing and

sending to the Registrar a Notice of Change or

Withdrawal in the form enclosed with these Terms:

(a) change the Participant’s degree of participation

in the DRP (subject to the requirements of the

DRP); or

(b) terminate participation in the DRP.

16. A Notice of Change or Withdrawal takes effect

from the first Election Date after the correctly

completed Notice of Change or Withdrawal is

received by the Registrar.

17. If a Participant who is an individual dies, his or her

participation will be terminated upon receipt by

the Registrar of notice in a form acceptable to the

Company of that Participant’s death. Receipt by

the Registrar of notice of the death of one of two

or more joint shareholders will not terminate

participation in the DRP by the surviving

shareholder(s).

5
non-participating shares (if applicable);

(e) the amount of any taxation deductions;

(f) the amount of any imputation or other

taxation credits; and

(g) such other information (if any) as the Board

considers necessary.

INFORMATION NOT PUBLICLY AVAILABLE

25. At the time the price of the new shares is set in

accordance with clause 22, the Company must not

have any information that is not publicly available

that would, or would be likely to, have a material

adverse effect on the realisable price of the shares

if the information were publicly available.

COSTS TO PARTICIPANTS

26. No brokerage, commissions or other transaction

costs will be payable by Participants under the

DRP.

OVERSEAS UNITHOLDERS

27. The Company is entitled to decline to accept or

disregard any Election Notice or Notice of Change

or Withdrawal lodged by any shareholder resident

or otherwise subject to the laws of a jurisdiction

outside New Zealand if by extending the DRP to

that jurisdiction, the Company would risk

breaching the laws of that jurisdiction or if it

would be unduly onerous for the Company to

extend the DRP to that jurisdiction.

28. The Company is entitled to suspend or terminate

the participation of any Participant who ceases to

be a resident of New Zealand until such time as it

can assess the legal requirements of the

jurisdiction to which the Participant has moved to

determine whether by extending the DRP to that

jurisdiction, the Company would risk breaching

the laws of that jurisdiction or whether it would

be unduly onerous for the Company to extend the

DRP to that jurisdiction.

cents and fractions of a cent after deduction

of any New Zealand withholding tax or

other taxes and excluding the amount of any

imputation credits attached to that dividend)

to which the Participant is entitled in respect

of each participating share.

P = the price equal to the weighted average of the

prices at which shares in the Company are

sold through NZX during the period of seven

calendar days commencing on the ex date

(being the day that is one business day before

the Record Date for the relevant dividend),

or if no sale occurs during that period, the

net asset value per share on the basis of the

Company’s most recently audited financial

statements, and in each case less such discount

(if any) of up to 5% of the weighted average

price or net asset value per share (as the case

may be), as the Board may determine from

time to time.

23. Where the number of new shares calculated in

accordance with the preceding formula includes

a fraction which is exactly one half or greater,

the number will be rounded up to the nearest

whole number. Otherwise the number will be

rounded down to the nearest whole number and

any residual balance of dividend entitlement

arising from such rounding will be forgone by

the Participant and will become an asset of

the Company.

STATEMENTS TO PARTICIPANTS

24. The Registrar will send to each Participant, as soon

as practicable after each dividend payment date, a

statement detailing in respect of that Participant:

(a) the number of participating shares held as at

the Record Date for the relevant dividend;

(b) the amount of the cash dividend in respect

of those participating shares which has been

applied towards subscribing for new fully

paid shares;

(c) the number and issue price of new shares

allotted to the Participant in respect of the

relevant dividend;

(d) the amount of cash dividend paid in respect of

6
Terms and Conditions

Argosy Property Limited Dividend Reinvestment Plan

SUSPENSION AND TERMINATION OF THE DRP

33. The Company may at any time suspend the

operation of the DRP, either for a fixed period or

until further notice. The Company will announce

any suspension or subsequent reinstatement to

NZX. The Company may at any time terminate the

DRP by announcement to NZX. The Company is

not required to provide notice to any shareholder

of any suspension, reinstatement or termination of

the DRP.

34. If the DRP is suspended or terminated then

elections made under the DRP will cease to have

effect and the shares will revert to their previous

character in relation to dividends (in the case of a

suspension, until the Company lifts the suspension

or the Participant withdraws from the DRP,

whichever first occurs).

TAXATION

35. Neither the Company, nor any of its officers,

employees or advisers:

(a) takes responsibility for the taxation liability

of Participants or the tax consequences of any

election made by any shareholder; or

(b) accepts responsibility for the accuracy or

correctness of any information as to tax liability.

36. Specific taxation advice should be sought by

shareholders.

NZX QUOTATION

37. The shares to be issued under the DRP have been

accepted for listing by the NZX and will be quoted

upon completion of allotment procedures.

However, NZX accepts no responsibility for any

statement in this booklet.

BOARD’S DISCRETION

29. The Board may at any time in its sole discretion

determine that:

(a) participation in the DRP will not apply to

the whole or a part of any dividend, in which

event Participants may not apply any dividend

or the balance of any dividend (as the case

may be) towards subscribing for shares under

the DRP;

(b) an Election Notice shall cease to be of any

effect; and/or

(c) in the event of any subdivision, consolidation,

or other rearrangement or reconstruction of

shares, an Election Notice will be deemed to

be an Election Notice in respect of the shares

as subdivided, consolidated or otherwise

rearranged or reconstructed unless the

Election Notice is subsequently changed or

withdrawn by the Participant.

VARIATION OF THE DRP

30. The Company may at any time vary the terms of

the DRP as it thinks fit, provided that the variation

does not:

(a) remove or vary a right to receive shares under

the DRP that has already accrued by reason

of the payment of the relevant dividend; or

(b) impose on a Participant any obligation to

pay money.

The Company will describe any such variation in

an announcement to NZX and is not required to

send notice of any variation to shareholders.

31. Neither a determination by the Board of a rate

of discount for the purposes of clause 22, nor a

suspension or termination (in whole or in part)

of the DRP pursuant to clause 33, amounts to a

variation of the DRP.

32. If the DRP is varied, then an Election Notice

shall be deemed to be an Election Notice

under the DRP as varied unless such Election

Notice is subsequently changed or withdrawn

by the Participant.

7
DEFINITIONS

43. In these Terms, unless the context otherwise

requires, the following terms have the following

meanings:

Board means the board of directors of the

Company.

Constitution means the constitution of the

Company.

Company means Argosy Property Limited.

DRP means the Argosy Property Limited

Dividend Reinvestment Plan established by the

Company under the Constitution and on these

Terms, as amended from time to time.

Election Date means the first Business Day

after the Record Date or such later date set by

the Board.

Election Notice means the Election Notice

accompanying these Terms.

Notice of Change or Withdrawal means the

Notice of Change or Withdrawal accompanying

these Terms.

NZX means NZX Limited.

Participant means an eligible shareholder who

has correctly completed (and has not withdrawn)

an Election Notice and delivered the Election

Notice to the Registrar.

Record Date means 5pm on the date fixed by the

Board to determine shareholder entitlements to a

dividend.

Registrar means Computershare Investor

Services Limited.

share means an ordinary share in the Company.

shareholder means a person registered as the

holder of a share on the Company’s share register.

Terms mean the terms and conditions of the DRP

contained in this document, as amended from time

to time.

ANNUAL REPORT AND FINANCIAL STATEMENTS

38. Copies of the Company’s most recent annual

report and most recent financial statements

complying with the Financial Reporting Act 2013

(and any auditor’s report on those financial

statements) are available to shareholders free of

charge upon request from:

Argosy Property Limited

Unit A, Level 1

39 Market Place

Auckland 1010

PO Box 90214, Victoria Street West

Auckland 1142

Telephone: (09) 304 3400

Toll Free: 0800 653 653

Facsimile: (09) 302 0996

E-mail: service@argosy.co.nz

39. An electronic copy of these documents

can be downloaded from Argosy’s website

at www.argosy.co.nz.

NOTICES

40. Unless the DRP otherwise requires, a notice or

other communication to be given to the Company

under or for the purposes of the DRP shall be in

writing and shall be given by sending or delivering

it to the Registrar at the following address:

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

Victoria Street West

Auckland 1142

Telephone: (09) 488 8777

Email: enquiry@computershare.co.nz

41. Unless the DRP otherwise requires, a notice or

other communication to be given by the Company

under or for the purposes of the DRP shall be in

writing and shall be given in any manner provided

in the Constitution for the giving of notices to

shareholders.

GOVERNING LAW

42. The DRP shall be governed by and construed in

accordance with the laws of New Zealand.

argosy.co.nz

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DO NOT COMPLETE UNTIL YOU HAVE READ THE TERMS OF THE ARGOSY PROPERTY LIMITED DIVIDEND REINVESTMENT
PLAN. (Expressions defined in the terms of the Argosy Property Limited Dividend Reinvestment Plan dated 30 June 2020 shall

have the same meaning in this notice.)

Name(s):

(Print Name(s) as shown on your FASTER Statement)

Address:


Shareholder Number: (from your FASTER Statement)

I/We acknowledge that I/we have received and read a copy of the terms of the DRP.

I/We elect during the currency of the DRP to apply any dividend payable to me/us on the number(s) of shares held by me/us indicated below

towards subscribing for fully paid shares in the Company under the DRP set out in the terms of the DRP and in the manner set out below.

I/We authorise you to issue such shares to me/us and to enter particulars of the shares in the register of shareholders of the Company

and I/we agree to hold such shares upon the terms and conditions set out in the Company’s constitution.

RESIDENCE FOR TAXATION PURPOSES

Please indicate your country of residence for taxation purposes in the box below.

I/We nominate that the following shares held by me/us will participate in the DRP on the terms and conditions set out in the terms of the DRP.

FULL PARTICIPATION

All the shares from time to time registered in my/our name(s) (Please tick)

OR:

PARTIAL PARTICIPATION – EITHER:

(a) The following proportion (as a percentage) of the shares

from time to time registered in my/our name(s); OR (state %)

(b) The following number of the shares registered in

my/our name(s) (state no.)

I/We acknowledge that this election shall continue to apply until varied or terminated by written notice (or deemed varied or terminated)

in accordance with the terms of the DRP.

FOR AN INDIVIDUAL OR HOLDER OF POWER OF ATTORNEY

Signed by the shareholder(s):

FOR A COMPANY

Signed by the shareholder by:

(Director/Authorised signatory)

DATED the day of

ARGOSY PROPERTY LIMITED DIVIDEND REINVESTMENT PLAN

ELECTION NOTICE

1. LODGEMENT INSTRUCTIONS: To ensure your participation in
the DRP, please return this Election Notice as soon as possible.

To be effective in respect of any dividend, the Election Notice

must be received by the Registrar on or before the relevant

Election Date. Subject to the terms of the DRP, participation

automatically applies to all subsequent dividends.

2. INDIVIDUALS: Individuals and attorneys should sign and date

this form where marked.

3. COMPANIES: Companies must sign in accordance with the

Companies Act 1993 and their constitution (if any), and date this

form where marked.

4. JOINT HOLDERS: If the shares are registered in the names of

joint holders, all holders must sign this form.

5. POWER OF ATTORNEY: If this form is signed under a power

of attorney, the relevant power of attorney must be submitted

with this form for noting and return, and the certificate of

non-revocation of power of attorney printed below must be

completed. Where such power of attorney has already been

noted by the Company, then this fact must be stated under the

signature of the attorney and a copy of any acknowledgement

from the Company attached.

6. ON COMPLETION: On completion please send the signed form to:

Argosy Property Limited

c/- Computershare Investor Services Limited

Private Bag 92119

Victoria Street West

Auckland 1142

New Zealand

CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I, of CERTIFY:

(Full name of attorney) (Place and country of residence, and occupation)

OPTION 1

Please complete the following if you are an individual acting on behalf of someone for whom you hold power of attorney

1. That by deed dated the day of /

of

(Full name of person for whom attorney is signing) (Place and country of residence of person for whom

attorney is signing)

appointed me his/her/its attorney; AND

2. That I have not received notice of any event revoking the power of attorney.

OPTION 2

Please complete the following if you are a body corporate acting on behalf of someone for whom you hold power of attorney

1. That by deed dated the day of /

of

(Full name of person for whom attorney is signing) (Place and country of residence of person for whom

attorney is signing)

appointed as attorney

(Full name of body corporate holding power of attorney)

a body corporate having its registered

office or principal place of business at


(Address of registered office or principal place of business)

and I am authorised to give this certificate on its behalf. The capacity in which I give this certificate for the attorney is as: director / officer /

other capacity (please circle one); AND

2. That I have not received notice of any event revoking the power of attorney and to the best of my knowledge and belief no such notice

has been received by:

or by any employee or agent of that body corporate.

(Full name of body corporate holding attorney)

Signed at this day of /

(Signature of attorney)

ARGOSY PROPERTY LIMITED DIVIDEND REINVESTMENT PLAN

NOTES AND INSTRUCTIONS FOR COMPLETION OF ELECTION NOTICE

---

DO NOT COMPLETE UNTIL YOU HAVE READ THE TERMS OF THE ARGOSY PROPERTY LIMITED DIVIDEND REINVESTMENT
PLAN. (Expressions defined in the terms of the Argosy Property Limited Dividend Reinvestment Plan dated 30 June 2020 shall

have the same meaning in this notice.)

Name(s):

(Print Name(s) as shown on your FASTER Statement)

Address:


Shareholder Number: (from your FASTER Statement)

I/We acknowledge that I/we have received and read a copy of the terms of the DRP.

I/We wish to make the following change to my/our participation in the DRP.

TO FULL PARTICIPATION

All the shares from time to time registered in my/our name(s) (Please tick)

OR:

TO PARTIAL PARTICIPATION – EITHER:

(a) The following proportion (as a percentage) of the shares

from time to time registered in my/our name(s); OR (state %)

(b) The following number of the shares registered in

my/our name(s) (state no.)

OR:

TERMINATION

Terminate my/our participation in the DRP (Please tick)

FOR AN INDIVIDUAL OR HOLDER OF POWER OF ATTORNEY

Signed by the shareholder(s):

FOR A COMPANY

Signed by the shareholder by:

(Director/Authorised signatory)

DATED the day of

ARGOSY PROPERTY LIMITED DIVIDEND REINVESTMENT PLAN

NOTICE OF CHANGE OR WITHDRAWAL

1. LODGEMENT INSTRUCTIONS: To ensure your change in
participation in the DRP is effective, please return this Notice of

Change or Withdrawal without delay. Notices received after the

Election Date for the relevant dividend will not be effective in

respect of that dividend but will be effective for all subsequent

dividends in respect of which the DRP is in operation.

2. INDIVIDUALS: Individuals and attorneys should sign and date

this form where marked.

3. COMPANIES: Companies must sign in accordance with the

Companies Act 1993 and their constitution (if any), and date this

form where marked.

4. JOINT HOLDERS: If the shares are registered in the names of

joint holders, all holders must sign this form.

5. POWER OF ATTORNEY: If this form is signed under a power of

attorney, the relevant power of attorney must be submitted with

this form for noting and return, and the certificate of non-revocation

of power of attorney printed below must be completed. Where

such power of attorney has already been noted by the Trust, then

this fact must be stated under the signature of the attorney and a

copy of any acknowledgement from the Company attached.

6. ON COMPLETION: On completion please send the signed form to:

Argosy Property Limited

c/- Computershare Investor Services Limited

Private Bag 92119

Victoria Street West

Auckland 1142

New Zealand

CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I, of CERTIFY:

(Full name of attorney) (Place and country of residence, and occupation)

OPTION 1

Please complete the following if you are an individual acting on behalf of someone for whom you hold power of attorney

1. That by deed dated the day of /

of

(Full name of person for whom attorney is signing) (Place and country of residence of person for whom

attorney is signing)

appointed me his/her/its attorney; AND

2. That I have not received notice of any event revoking the power of attorney.

OPTION 2

Please complete the following if you are a body corporate acting on behalf of someone for whom you hold power of attorney

1. That by deed dated the day of /

of

(Full name of person for whom attorney is signing) (Place and country of residence of person for whom

attorney is signing)

appointed as attorney

(Full name of body corporate holding power of attorney)

a body corporate having its registered

office or principal place of business at


(Address of registered office or principal place of business)

and I am authorised to give this certificate on its behalf. The capacity in which I give this certificate for the attorney is as: director / officer /

other capacity (please circle one); AND

2. That I have not received notice of any event revoking the power of attorney and to the best of my knowledge and belief no such notice

has been received by:

or by any employee or agent of that body corporate.

(Full name of body corporate holding attorney)

Signed at this day of /

(Signature of attorney)

ARGOSY PROPERTY LIMITED DIVIDEND REINVESTMENT PLAN

NOTES AND INSTRUCTIONS FOR COMPLETION OF NOTICE OF CHANGE

OR WITHDRAWAL

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1 ⸺

Argosy Property Limited (NZX:ARG) (Argosy) has in place a Dividend Reinvestment Plan

(DRP) under which eligible shareholders may elect to receive new Argosy shares

instead of some or all of the cash dividends on their existing Argosy shares. Participation

in the plan is entirely optional.

The DRP Offer Document has been updated to reflect a requirement in the NZX Listing

Rules that the last date to make an election must be at least one business day after the

record date for the relevant dividend. The terms and conditions of the DRP otherwise

remain the same.

The updated Offer Document will not affect shareholders’ existing DRP elections to

participate in the DRP.

A copy of the updated DRP Offer Document is attached with this announcement and

will be available on Argosy’s web site.

− END −

Market Release

1 July 2020

Argosy Dividend Reinvestment Plan Update

ENQUIRIES

Peter Mence

Chief Executive Officer

Argosy Property Limited

Telephone: 09 304 3411

Email: pmence@argosy.co.nz

Dave Fraser

Chief Financial Officer

Argosy Property Limited

Telephone: 09 304 3469

Email: dfraser@argosy.co.nz

Stephen Freundlich

Head of Investor Relations

Argosy Property Limited

Telephone: 09 304 3426

Email: sfreundlich@argosy.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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