Code of Ethics

Code of Ethics approved with a decision of the Chief Executive Officer


Lardini is an international enterprise, in terms of its size and the importance of its activities, and plays a major role on the market, in economic development and in the well-being of the people who work for or collaborate with Lardini and the communities in which it is present.

The complexities of the situations in which Lardini operates, the challenges of sustainable development and the need to consider the interests of all company stakeholders are all factors that confirm the importance of clearly establishing the values and responsibilities recognised, accepted, shared and assumed by Lardini, in order to contribute to creating a better future for everyone.

This is the reason behind preparation of this Code of Ethics, compliance with which by the directors, auditors, management and employees of Lardini, as well as anyone who operates in Italy and abroad on its behalf (“Lardini Staff”), each within their own duties and responsibilities, is of fundamental importance

- also pursuant to and in accordance with laws and contracts governing the relationship with Lardini - for the efficiency, reliability and reputation of Lardini, factors that are an essential asset for successful enterprise and for improvement of the social context in which Lardini operates.

Lardini undertakes to ensure that its Staff and other Stakeholders know the Code of Ethics and also considers any suggestions and comments they might make, with the aim of confirming or supplementing this Code.

Lardini closely monitors compliance with the Code in any case and prepares appropriate tools and procedures of information, prevention and control, ensuring transparency of operations and conduct and intervening, where necessary, with corrective actions. The Supervisory Board of Lardini performs the duties of a guarantor of the Code of Ethics (“Guarantor”).

Anyone with whom Lardini has relations is informed of the Code.



 “Lardini” means Lardini S.p.A.

Compliance with the law, regulations, statutory provisions, self-disciplinary codes, ethics and propriety are a constant commitment and duty of all Lardini Staff members and characterise the conduct of its entire organisation.

The business and company activities of Lardini must be carried out transparently and honestly, with propriety, in good faith and in full compliance with all regulations on competition.

Lardini undertakes to maintain and improve a system of administration that is aligned with the standards of best international practice, capable of managing the complexities of the situations in which it operates and the challenges it faces for sustainable development.

Systematic forms of involvement of Stakeholders are adopted and include dialogue on the issues of sustainability and corporate responsibility. In both development of its own international enterprise and in activities with its partners, Lardini espouses the protection and promotion of human rights, unalienable and essential prerogatives of human beings and the foundations for the creation of a society based on the principles of equality, solidarity, repudiation of war and for the safeguarding of civil and political rights, social, economic and cultural rights and the so-called third-generation rights (right to self-determination, to peace, to development and to protection of the environment).

All forms of discrimination, corruption, forced labour and child labour are repudiated.

Particular consideration is given to the recognition and safeguarding of the dignity, freedom and equality of human beings, protection of employment and the right to join trade unions, the right to health, safety, the environment and biodiversity, and also the system of values and principles of transparency, energy efficiency and sustainable development, as affirmed by international institutions and conventions.

In this regard, Lardini operates within the framework of the United Nations Universal Declaration of Human Rights, the fundamental Conventions of the ILO (International Labour Organization) and the OECD Guidelines for Multinational Enterprises.

The entire Lardini Staff, without distinctions or exceptions, ensure that their actions and conduct comply with the principles and the content of the Code in performance of their own duties and responsibilities, in the knowledge that compliance with the Code is an essential part of the quality of their work and professional activities. Relations between the Lardini Staff, at all levels, must be based on the criteria of honesty, propriety, cooperation, loyalty and mutual respect.

The belief of acting to the benefit or in the interest of Lardini must never justify, not even in part, conduct that goes against the principles and contents of the Code.



2.1. Ethics, transparency, propriety, professionalism

In its business relations, Lardini espouses and complies with the principles of loyalty, propriety, transparency, efficiency and market openness, regardless of the importance of the business deal in question.

All actions, transactions and negotiations carried out and, in general, the behaviour of the Lardini Staff in performance of its professional activities are based on the maximum propriety, completeness and transparency of information, the legitimacy, in both form and substance, and the clarity and truthfulness of accounting documents, in accordance with current regulations and internal procedures.

All activities of Lardini must be performed with commitment and professional rigour, with the duty of making professional contributions that are appropriate to the duties and the responsibilities assigned and of acting in a manner that safeguards the prestige and reputation of Lardini.

Corrupt practices, illegal favours, collusion, demanding personal and professional benefits, directly and/or indirectly, for oneself or for others, are prohibited in all circumstances.

It is never permitted to provide or to offer, directly or indirectly, payments, material benefits and other benefits of any entity to third parties, government representatives, public officials and public or private sector employees, in order to influence them or pay them for an act of their office.

Acts of business courtesy, such as free gifts or forms of hospitality, are permitted exclusively if they are of modest value or, in any case, such as not to compromise the integrity or reputation of one of the parties and not to be interpreted, by an impartial observer, as an attempt to gain undue advantages improperly. This type of expenditure must, in any case, always be authorised by the figure established by internal procedures and duly documented.

It is forbidden to accept cash from people or companies who have or intend to enter into business relationships with Lardini. Anyone who receives the offer of free gifts, favourable treatment or hospitality that cannot be categorised as acts of professional courtesy of modest value, or is asked for them by third parties, must reject them and immediately inform their superior or the body of which they form part. Lardini ensures that third parties are duly informed of the commitments and obligations imposed by the Code and requires them to comply with the principles that relate

directly to their own activities and to adopt appropriate internal measures, and external ones if their responsibility, in the case of non-compliance by third parties.


2.2. Relations with shareholders and with the market


2.2.1. Value for shareholders, efficiency, transparency

The internal structure of Lardini and relations with anyone directly and indirectly involved in its activities are organised according to rules that ensure reliable management and a fair balance between the powers of the management and the interests of Stakeholders in general, and also transparency and knowledge, for the market, of the operational decisions and company events in general that could have a major influence on the price of the financial instruments issued.

As part of the initiatives to maximise the value of the company and to guarantee the transparency of the activities of management, Lardini establishes, implements and progressively adapts a well-structured and standard set of rules of conduct for both its internal organisational structure and relations with shareholders, and in relations with third parties, in accordance with the most evolved standards of corporate governance in a national and international context, in the knowledge that a firm’s ability to lay down its own efficient and effective rules of operation is an essential means of strengthening its reputation in terms of reliability and transparency and in the trust the Stakeholders have in it.


2.2.2. Company information

Lardini adopts suitable procedures of internal management and communication with the outside world, correct management of company information, with particular reference to inside information.


2.2.3. Inside information

All Lardini Staff members are required, in the duties assigned to them, to ensure correct management of inside information and also to know and to comply with company procedures with regard to market abuse.

Any conduct that could constitute a market abuse or assist in its commissioning is forbidden.


2.2.4. The media

Lardini undertakes to provide truthful, prompt, transparent and accurate information to the outside world. Relations with the media are reserved exclusively to the company departments and figures given responsibility for them; all Lardini Staff members must agree beforehand with the competent body on the information to be provided to representatives of the media and also the commitment to provide it.


2.3. Relations with institutions, associations, local communities

Lardini promotes dialogue with institutions and with the organised associations of a civil society in all the countries where it operates.


2.3.1 Public authorities and institutions

Lardini, through its Staff, cooperates actively and fully with the authorities.

The conduct of Lardini Staff in relations with the public administration, and also of all external collaborators whose actions could be linked to Lardini, must be seemly, transparent, correct and traceable.

These relations are reserved exclusively to the competent departments and figures, in accordance with the approved company programs and procedures.

It is forbidden to make, demand or facilitate untruthful representations to the authorities.


2.3.2 Political and trade union organisations

Lardini does not make any direct or indirect contributions, in any form, to political and trade union parties, movements, committees and organisations, or to their representatives and candidates.


2.3.3 Development of local communities

Lardini is committed to contributing actively to the promotion of the quality of life and social and economic development of the communities where it operates and to the formation of human capital and local skills, simultaneously performing its enterprise using methods that are compatible with correct business practices.

In performance of its activities, Lardini is aware of its social responsibility with all Stakeholders and particularly with the local communities in which it operates, and believes that dialogue and interaction with civil society are a fundamental company value.

Lardini respects the cultural, economic and social rights of the local communities in which it operates and undertakes to contribute, where possible, to their realisation, with particular reference to the right to proper food, to drinking water, to the highest achievable level of physical and mental well-being, to dignified housing and

to education, and abstains from actions that could impede or prevent the achievement of those rights.

Lardini promotes transparency in the information provided to local communities, with particular reference to the issues of most interest to them.

Lardini undertakes to spread knowledge of the company values and principles internally and to the outside world, also by introducing appropriate control procedures, and to protect the specific rights of local populations, with particular reference to their culture, institutions, bonds and lifestyles.

Lardini Staff members, as part of their respective duties, are required to participate in the definition of individual initiatives consistently with the policies and planned initiatives of Lardini, to implement them with criteria of absolute transparency and to support them, as an integral value of its objectives.


2.3.4 Promotion of “non profit” activities

The philanthropic activity of Lardini is consistent with its vision and its focus on sustainable development.

Lardini therefore undertakes to facilitate and to support, and to promote among its Staff, the “non profit” activities that testify to the company’s commitment to taking an active part in satisfying the needs of the communities in which it is present.


2.4. Relations with customers and suppliers


2.4.1 Customers and consumers

Lardini pursues business success on the markets through the supply of high-quality products and services at competitive prices and in compliance with all regulations on fair competition. Lardini undertakes to respect the right of consumers not to receive products that are harmful to their health and physical well-being and to provide complete information on the products supplied.

Lardini recognises that the appreciation of consumers of its products and services is of primary importance to its business success. The purpose of the sales policies is to ensure quality of the goods and services, safety and compliance with the precautionary principle. It is therefore an obligation of the Lardini Staff to:

comply with internal procedures for the management of relations with customers and consumers;
provide, efficiently and courteously, within the limits of the contractual provisions, high-quality products that satisfy the reasonable expectations and needs of customers and consumers;
provide accurate and comprehensive information on the products and services and be truthful in advertising communications or those of other kinds, in order for customers to be able to make conscious decisions.


2.4.2 Suppliers and external collaborators

Lardini undertakes to seek suppliers and external collaborators with appropriate professional skills and who commit to sharing the principles and contents of the Code and to promoting the creation of lasting relationships, for progressive improvement of performance in protection and promotion of the principles and contents of the Code. In contractual and procurement relationships, and, in general, of supply of goods and/or services and external collaboration (including advisers, agents, etc.), it is an obligation of the Lardini Staff to:

  • comply with internal procedures for the selection and management of relationships with suppliers and external collaborators; in the selection process, adopt exclusively objective assessment criteria, using declared and transparent methods;
  • obtain the cooperation of suppliers and external collaborators in constantly ensuring the satisfaction of the needs of customers and consumers in a manner consistent with their legitimate expectations, in terms of quality, cost and delivery times;
  • comply with and require compliance with the contractual terms and conditions;
  • maintain a frank and open dialogue with suppliers and external collaborators in line with normal business practices; promptly report any possible breaches of the Code to the competent body;

2.5. Management, employees, collaborators of Lardini


2.5.1. Development and protection of human resources

People are an essential part of an enterprise. The dedication and professionalism of the management and the employees are decisive values and conditions for achieving the objectives of Lardini.

Lardini undertakes to develop the skills and competences of its management and employees, in order to ensure that, in working activity, the energy and creativity of individuals is fully expressed for achievement of their potential, and to protect working conditions, both in safeguarding the physical and mental well-being of workers and in respect for their dignity.

Unlawful conditioning and undue discomfort are not permitted and working conditions that allow development of the person and their professional skills are promoted.

Lardini undertakes to offer all workers the same employment opportunities, in full compliance with regulations and contractual provisions on this, ensuring that everyone receives fair regulatory treatment and payment, based exclusively on criteria of merit and skill, without discrimination of any kind.

The competent functions must:

  • adopt criteria of merit and skill (and strictly professional ones in any case) for any decision relating to human resources;
  • select, hire, train, pay and manage human resources without discrimination of any kind;
  • create a working environment in which personal characteristics and orientations cannot give rise to discrimination and capable of promoting the serenity of all Lardini Staff members.

It is the desire of Lardini that all Lardini Staff members, at each level, cooperate in maintaining a climate of mutual respect for the dignity, honour and reputation of each person.

Lardini will intervene to prevent interpersonal attitudes that are injurious, discriminatory or defamatory.

To this effect, conduct outside work that is particularly offensive to civil sensibility is also considered relevant.

Conduct that involves physical or moral violence is prohibited in all cases.


2.5.2. Knowledge Management

Lardini promotes culture and initiatives to spread knowledge inside its facilities and highlights the values, principles and conduct and the contributions in terms of innovation of the professional categories in relation to issues associated with the development of business activities and sustainable growth of the company.

Lardini undertakes to offer means of interaction between the members of professional categories, work groups and communities of practice, and also coordination of and access to know-how, and promotes initiatives for the growth, spread and systematisation of knowledge on the “core competences” of its structures and serving to establish guidelines and directions that guarantee uniform operation. All Lardini Staff members must contribute actively to the Knowledge Management processes of their own activities, in order to optimise the system of knowledge sharing and distribution among individuals.


2.5.3. Company security

Lardini is committed to the study, development and implementation of strategies, policies and operating plans that prevent and overcome any wilful or negligent conduct that could cause direct or consequential damages to Lardini Staff members and/or to the company’s tangible and intangible assets. Preventive and defensive measures that minimise the need for an active response to threats to people and assets, but always and only in a measure proportionate to the offence, are preferred.

All Lardini Staff members are required to contribute actively to maintaining an optimal standard of company safety and to abstain from conduct that is unlawful or dangerous in any case, reporting to the competent body any activities of third parties damaging to the assets or human resources of Lardini.

It is an obligation, in all situations that require particular attention to personal safety, to comply strictly with the indications provided by Lardini, abstaining from conduct that could place themselves or others at risk and promptly reporting to their superior any situation of danger to their own or others’ health.


2.5.4. Abuse or harassment in the workplace

Lardini favours initiatives targeted at creating working methods that obtain greater organisational well-being.

Lardini demands that, in internal and external working relationships, there must be no conduct in any way associable with any types of harassment, all of which are prohibited, without exception.

The following are considered as such:

creating a work environment that is intimidatory, hostile, isolating or, in any case, discriminatory against individuals or groups of workers;
interfering unjustifiably with the performance of other people’s work;
hindering the individual professional prospects of others for simple reasons of personal competitiveness or that of other employees.

Any form of violence or abuse, sexual harassment or harassment relating to personal and cultural differences is forbidden.

The following are considered as such:

making any major decision for the professional life of the recipient conditional upon the acceptance of sexual favours or personal and cultural differences;
inducing collaborators to perform sexual favours through the influence of their own role;
proposing private personal relationships, despite an express or reasonably evident discomfort;
alluding to physical or mental disabilities or impairments or to forms of cultural and religious difference or sexual orientation.


2.5.5. Abuse of alcohol and drugs and no smoking rule

All Lardini Staff members must contribute personally to promoting and maintaining a climate of mutual respect in the workplace; particular attention is focused on respect for the sensitivity of others.

It will be considered a deliberate acceptance of the risk of prejudicing these environmental characteristics to be under the effect of alcohol, drugs or substances with a similar effect while working or present in the workplace. States of chronic dependency, when they affect the work environment, will be equivalent to said cases, according to the contractual provisions; Lardini undertakes to favour the social actions envisaged in the employment contracts in this area.

It is forbidden to:

possess, consume, offer or sell any type of drugs or substances with a similar effect while working or present in the workplace;
• smoke in the workplaces.



3.1. Internal audit and risk management system

Lardini undertakes to promote and maintain a suitable internal audit and risk management system, adopting and putting in place all tools that guide, manage and check business activities, with the objective of ensuring compliance with the law and company procedures, protecting company assets, ensuring optimal and efficient management of activities and providing accurate and complete accounting and financial information, thus guaranteeing a correct process of identification, measurement, management and monitoring of the principal company risks.

Every organisational level of the Lardini organisational structure is responsible for implementing an efficient internal audit and risk management system; as a consequence, all Lardini Staff members, as part of the duties and roles covered, work on establishing and actively participating in the correct functioning of the internal audit and risk management system.

Lardini promotes the spread to all levels of a culture and procedures characterised by the knowledge that the existence of audits and an attitude based on the conscious and voluntary performance of those audits; as a consequence, management in the first place, and all Lardini Staff members in any case, are required to contribute to and to participate in the internal audit and risk management system of Lardini, and, with a positive attitude, ensure that their own collaborators participate in it.

Each person is responsible for protecting the company assets assigned (tangible and intangible) and that are instrumental to the activities performed; no employee may make improper use of the assets assigned and the resources of Lardini or allow others to do so.

Practises and attitudes that are connected with the performance of or participation in frauds are prohibited in all cases.


3.1.1 Conflicts of interest

Lardini recognises and respects the right of its own Staff to participate in investments, deals or activities of another kind outside those performed in the interest of Lardini, provided that these are activities permitted by law and compatible with the obligations accepted with Lardini itself.

The management and employees of Lardini must avoid and report any conflicts of interest between the personal and familial economic activities and the duties performed within the structure or office at which they work.

In particular, each of them is required to report specific situations and activities in which they or, to the best of their knowledge, their relatives and in-laws up to the second degree of affinity or de facto cohabitants, have economic and financial interests (as owner or shareholder) among the suppliers, customers, competitors, third-party contractors, or the relative parent or subsidiary companies, or hold corporate positions of administration, control or management there.

The following situations also result in a conflict of interest:

use of one’s own position at the company, or information or business opportunities acquired in performance of duties, to one’s own undue advantage or that of others;
performance of work by employees and/or family members at suppliers, sub-suppliers or competitors.

In any case, the management and employees of Lardini are required to avoid all situations and all activities in which there could be a conflict of interest with the company or that could interfere with their ability to take impartial decisions in the best interest of the company and in full compliance with the principles and contents of the Code, or generally speaking, to perform their own duties and responsibilities properly.

Each situation that is or could be a conflict of interest must be promptly reported to the competent body.

Equally, the person involved must promptly cease participating in the operational/decision-making process.


3.1.2 Transparency of accounting records

Transparent accounting is based on the truthfulness, accuracy and completeness of the basic information used for accounting records. Each member of the corporate bodies, the management and every employee must collaborate, in their own duties, to ensure that the operations of the company are promptly and correctly indicated in the accounting entries.

Conduct that could prejudice the transparency and traceability of financial reporting information is prohibited.

Appropriate supporting documentation of the activity performed is kept in the records for each transaction, in order to allow:

• prompt and precise entry into accounts;
identification of the different levels of responsibility and division and segregation of tasks;
precise reconstruction of the transaction, partly in order to reduce the probability of errors, including material ones or errors in interpretation.

Each entry must reflect what is indicated in the supporting documentation precisely. All Lardini Staff members must ensure that the documentation is easy to find and kept in a logical order.

A Lardini Staff member who discovers omissions, falsifications or mistakes in the accounts or in the documentation on which the accounting entries are based must report the situation to the competent body.


3.2. Protection of health, safety and environment and public safety

The activities of Lardini must be performed in compliance with agreements and international standards and the law, with regulations, administrative practices and national policies in the countries where it operates on workplace health and safety, the environment and public safety.

Lardini actively contributes, in the appropriate places, to the promotion of scientific and technological development serving to safeguard resources and the environment.

Operations must be based on state-of-the-art environmental protection and energy efficiency criteria, pursuing continual improvement of the conditions of health and safety in the workplace and protection of the environment.

In performance of their duties, all Lardini Staff members actively participate in the process of risk prevention, protection of the environment and public safety and protection of their own health and safety and that of their colleagues and third parties.


3.3. Research, innovation and protection of intellectual property rights

Lardini promotes research and innovation activities by management and employees, as part of their own duties and responsibilities.

The intellectual assets produced by these innovative activities form a central and essential part of the assets of Lardini.

Research and innovation are dedicated, in particular, to the promotion of products, tools, processes and behaviours that are increasingly geared towards energy efficiency, reduction of the impact on the environment, focus on the health and safety of employees, customers and the local communities in which Lardini operates and, in general, for the sustainability of enterprise.

Lardini Staff members must actively contribute, as part of their own duties and responsibilities, to governance of intellectual property, in order to allow its development, protection and monetisation.


3.4. Confidentiality


3.4.1. Protection of company secrets

The activities of Lardini require the constant acquisition, storage, processing, communication and disclosure of information, documents and other data relating to negotiations, administrative procedures, financial transactions, know-how (contracts, agreements, reports, notes, studies, drawings, photographs, software, etc.) that, according to the contractual agreements, must not be disclosed to the outside world or for which inopportune or untimely disclosure could cause damage to company interests.

Without prejudice to the transparency of the activities performed and the reporting obligations laid down by current regulations, Lardini Staff members must guarantee the confidentiality required by the circumstances for each piece of information learned in performance of their own activities.

The information, know-how and data acquired or processed during their work or through performance of their duties belong to Lardini and cannot be used, communicated or disclosed without the specific authorisation of their superior in a management position and according to the specific procedures.


3.4.2 Personal data protection

Lardini undertakes to protect the information on its Staff and on third parties that is produced or acquired within and in business relations, and to avoid any improper use of said information.

Lardini intends to guarantee that the personal data processing performed inside its own structures takes place in respect for the rights and fundamental freedoms of the data subjects, and also of their dignity, as laid down by current regulations.

Personal data will be processed lawfully and fairly and, in any case, only the data necessary for specific, explicit and legitimate purposes will be collected and recorded. The data will be stored for a period of time no longer than the one necessary to the purposes of collection.

Lardini also undertakes to adopt appropriate and preventive security measures for all databases in which personal data is collected and stored, in order to avoid the risks of destruction and loss, unauthorised access or processing that is not permitted.

Lardini Staff members must:

  • only acquire and process data that is necessary for and appropriate to the purposes directly connected with their own duties and responsibilities;
  • acquire and process said data only within specific procedures and store and archive the data in a manner that prevents unauthorised parties from learning it;
  • represent and arrange the data with methods that allow any person authorised to access it to easily obtain the most precise, comprehensive and truthful view of it;
  • communicate the data as part of specific procedures or on the express authorisation of their superiors and, in any case, only after checking whether disclosure of the data is permitted in the specific case, including with reference to absolute or relative restrictions relating to third parties linked to Lardini by a relationship of any nature and, if necessary, after obtaining their consent.


The principles and contents of the Code of Ethics apply to the Staff and activities of Lardini. The directors and management are primarily responsible for implementation of the principles and contents of the Code, accepting responsibility for this at the company and with the outside world and for increasing the trust, bond and group spirit. Their own behaviour must also set an example for their collaborators and direct them towards compliance with the Code, encouraging them to submit queries and suggestions on the individual provisions. For full compliance with the Code, each Staff member may contact the competent body, including directly.


4.1. Obligation of knowing the Code and reporting potential breaches

The Code is provided to all Lardini Staff members, in accordance with applicable regulations.

Each Lardini Staff member is required to know the principles and contents of the Code and also the procedures that govern the duties and responsibilities they have.

Each Lardini Staff member must:

• abstain from behaviour contrary to those principles, contents and procedures;
carefully select their collaborators, insofar as this is their responsibility, and direct them towards full compliance with the Code;
ask third parties with whom Lardini has relations to confirm that they know the Code;
promptly report to the competent body their own findings or reports from Stakeholders on possible cases of or requests to breach the Code; reports of potential breaches are sent using the operating methods indicated in specific procedures established by the board of auditors and the body responsible;
cooperate with the competent body and with the departments responsible for the specific procedures used to check for breaches;
adopt immediate corrective measures when required by the situation and, in any case, prevent any type of retaliation.


4.2. Reference and supervisory structures

Lardini is committed, also through the appointment of a specific body, to ensuring:

maximum disclosure of the principles and contents of the Code among the Lardini Staff and the other Stakeholders; providing all possible tools of knowing and understanding the Code in order to interpret and implement it, and also a review of the Code in order to adapt it to changes in civil sensibilities and in the applicable regulations;
performance of checks on all reports of a breach of the principles and contents of the Code or procedures of reference; objective assessment of the facts and the consequent implementation of appropriate disciplinary measures or penalties if a breach has occurred; that no one is subjected to retaliation of any kind for having reported possible breaches of the Code and the procedures of reference.


4.3. Review of the Code

The review of the Code is approved by the Sole Director of Lardini S.p.A., after consulting the Board of Auditors.

The proposal formulated takes account of the Stakeholders’ assessment of the principles and contents of the Code, also promoting active contribution and reporting of any shortcomings.


4.4. Contractual value of the Code

Compliance with the rules of the Code forms an essential part of the contractual obligations of all Lardini Staff members, pursuant to and in accordance with applicable law.

A breach of the principles and contents of the Code could constitute a breach of the primary obligations of the employment relationship or a disciplinary offence, with all the ensuing legal consequences, including on maintaining of the employment relationship, and on compensation of the consequent legal damages.


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