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    SEC Form 6-K filed by NatWest Group plc

    8/30/24 10:18:48 AM ET
    $NWG
    Commercial Banks
    Finance
    Get the next $NWG alert in real time by email
    6-K 1 augustbatch.htm BATCH FILING augustbatch
    FORM 6-K
    SECURITIES AND EXCHANGE COMMISSION
    Washington D.C. 20549
     
     
    Report of Foreign Private Issuer
     
    Pursuant to Rule 13a-16 or 15d-16
    of the Securities Exchange Act of 1934
     
    For the month of August 2024
    Commission File Number: 001-10306
     
    NatWest Group plc
     
    Gogarburn, PO Box 1000
    Edinburgh EH12 1HQ
     
    (Address of principal executive offices)
     
    Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
     
    Form 20-F X Form 40-F ___
     
    Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
     
    Yes ___ No X
     
    If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
     
     
     
     
    The following information was issued as Company announcements in London, England and is furnished pursuant to General Instruction B to the General Instructions to Form 6-K: 
     
     
     
     
     
     
    Exhibit No. 1
    Director/PDMR Shareholding dated 1 August 2024
    Exhibit No. 2
    Publication of Final Terms dated 1 August 2024
    Exhibit No. 3
    Holding(s) in Company – HMT dated 5 August 2024
    Exhibit No. 4
    Holding(s) in Company - Norges Bank dated 7 August 2024
    Exhibit No. 5
    Director/PDMR Shareholding dated 8 August 2024
    Exhibit No. 6
    Holding(s) in Company – HMT dated 30 August 2024
    Exhibit No. 7
    Total Voting Rights dated 30 August 2024
     
     
     
    Exhibit No. 1
     
     
    1 August 2024
     
    NatWest Group plc
     
    INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) in accordance with Article 19 of the Market Abuse Regulation
     
    NatWest Group plc (the Company) announces that the PDMR set out below has sold ordinary shares of £1.0769* each in the Company (Shares) (ISIN: GB00BM8PJY71) on the date and at the price indicated: -
    Name of PDMR
    Position of PDMR
    No. of Shares sold
     Sale price
     
    Date of transaction
     
     
    Robert Begbie
     
    CEO, NatWest Commercial & Institutional and CEO NatWest Markets
    53,000
    £3.6599
    31 July 2024
       * Note: the nominal value of ordinary shares without rounding is £1.076923076923077 per share 
     
    The transaction took place on the London Stock Exchange (XLON).
     
    Legal Entity Identifier: 2138005O9XJIJN4JPN90
     
    For further information contact: -
     
    NatWest Group Investor Relations
    Claire Kane
    Director of Investor Relations
    +44 20 7672 1758
     
    NatWest Group Media Relations 
    +44(0)131 523 4205
     
     
    Exhibit No. 2
     
    NatWest Group plc
     
    Publication of Final Terms
     
    The following Final Terms are available for viewing:
     
    Final Terms dated 1 August 2024 (the "Final Terms") for NatWest Group plc ("NatWest Group") EUR750,000,000 3.673% Fixed to Floating Rate Notes due 5 August 2031 (ISIN: XS2871577115) (the "Notes") issued under the £40,000,000,000 Euro Medium Term Note Programme of NatWest Group (the "Programme").
     
    The Final Terms contain the final terms of the Notes and must be read in conjunction with the prospectus dated 7 December 2023 and the supplemental prospectuses dated 16 February 2024, 26 April 2024 and 26 July 2024  relating to the Programme, (together, the "Prospectus"), which together constitute a base prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018.
     
    To view the Final Terms for the Notes, please paste the following URL into the address bar of your browser:
     
    http://www.rns-pdf.londonstockexchange.com/rns/8841Y_1-2024-8-1.pdf
     
    A copy of the above Final Terms has been submitted to the National Storage Mechanism and will shortly be available for inspection at:
     
    https://data.fca.org.uk/#/nsm/nationalstoragemechanism  
     
    For further information, please contact:
     
    Scott Forrest
    Head of NatWest Treasury DCM
    Tel: +44 (0) 7747 455 969
     
     
     
    DISCLAIMER INTENDED ADDRESSEES
     
    Please note that the information contained in the Final Terms (when read together with the information in the Prospectus) may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Final Terms and the Prospectus is not addressed. Prior to relying on the information contained in the Final Terms and the Prospectus, you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.
     
    Your right to access this service is conditional upon complying with the above requirement.
     
     
     
    Legal Entity Identifier
     
    NatWest Group plc - 2138005O9XJIJN4JPN90
     
     
    Exhibit No. 3
     
     
    TR-1: Standard form for notification of major holdings
     
    NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i
     
     
    1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii:
     
    NatWest Group plc
    1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
     
    Non-UK issuer
     
     
    2. Reason for the notification (please mark the appropriate box or boxes with an "X")
     
    An acquisition or disposal of voting rights
     
    x
    An acquisition or disposal of financial instruments
     
     
    An event changing the breakdown of voting rights
     
     
    Other (please specify) iii:
     
     
    3. Details of person subject to the notification obligation iv
     
    Name
     
    The Commissioners of His Majesty's Treasury
    City and country of registered office (if applicable)
     
    London, England
    4. Full name of shareholder(s) (if different from 3.) v
     
    Name
     
    The Solicitor for the Affairs of His Majesty's Treasury
    City and country of registered office (if applicable)
     
    London, England
    5. Date on which the threshold was crossed or reached vi:
     
    02 August 2024
    6. Date on which issuer notified (DD/MM/YYYY):
     
    02 August 2024
    7. Total positions of person(s) subject to the notification obligation
     
     
     
    % of voting rights attached to shares (total of 8. A)
    % of voting rights through financial instruments(total of 8.B 1 + 8.B 2)
    Total of both in % (8.A + 8.B)
    Total number of voting rights held in issuer (8.A + 8.B) vii
    Resulting situation on the date on which threshold was crossed or reached
    18.99%
     
    18.99%
    6,309,594,132
    Position of previous notification (if
    applicable)
    19.97%
     
    19.97%
     
     
     
    8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
     
    A: Voting rights attached to shares
     
    Class/type ofshares
    ISIN code (if possible)
    Number of voting rights ix
     
    % of voting rights
    Direct
    (DTR5.1)
    Indirect
     (DTR5.2.1)
    Direct
    (DTR5.1)
    Indirect
    (DTR5.2.1)
    Ordinary Shares of £1.0769 each GB00BM8PJY71
    6,309,594,132
     
     
    18.99%
     
     
     
     
     
     
     
     
     
     
     
     
     
    SUBTOTAL 8. A
    6,309,594,132
     
    18.99%
     
     
    B 1: Financial Instruments according to DTR5.3.1R (1) (a)
     
    Type of financial instrument
    Expiration date x
    Exercise/Conversion Period xi
    Number of voting rights that may be acquired if the instrument is
    exercised/converted.
    % of voting rights
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    SUBTOTAL 8. B 1
     
     
     
     
     
    B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
     
    Type of financial instrument
    Expiration date x
    Exercise/Conversion Period xi
    Physical or cash
    Settlement xii
    Number of voting rights
    % of voting rights
     

     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    SUBTOTAL 8.B.2
     
     
     
     
     
     
    9. Information in relation to the person subject to the notification obligation (please mark theapplicable box with an "X")
     
    Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii
     
     
    Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv
     
    x
    Name xv
    % of voting rights if it equals or is higher than the notifiable threshold
    % of voting rights through financial instruments if it equals or is higher than the notifiable threshold
    Total of both if it equals or is higher than the notifiable threshold
    UK Government Investments Limited, a company wholly-owned by His Majesty's Treasury, is entitled to exercise control over the voting rights which are the subject of this notification (pursuant to certain
    management arrangements agreed with His Majesty's Treasury). 
     
     
    The Solicitor for the Affairs of His Majesty's Treasury is acting as nominee for The Commissioners of His Majesty's Treasury.
    The Commissioners of His Majesty's Treasury
     
    18.99%
     
    18.99%
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    10. In case of proxy voting, please identify:
     
    Name of the proxy holder
     
     
    The number and % of voting rights held
     
     
    The date until which the voting rights will be held
     
     
     
    11. Additional information xvi
     
    The Solicitor for the Affairs of His Majesty's Treasury is acting as nominee for The Commissioners of His Majesty's Treasury (HMT). 
     
    The percentage of voting rights held by HMT in NatWest Group plc (NWG), as shown on this form (18.99%), has been calculated following the disposal by HMT of 83,893,080 ordinary shares in NWG since its last TR-1 notification on 15 July 2024, under HMT's trading plan announced on 22 July 2021 and most recently extended on 3 April 2023. 
     
    Place of completion
     
    London, England
    Date of completion
     
    02 August 2024
     
     
    Exhibit No. 4
     
    TR-1: Standard form for notification of major holdings
     
    1. Issuer Details
     
    ISIN
    GB00BM8PJY71
     
    Issuer Name
    NATWEST GROUP PLC
     
    UK or Non-UK Issuer
    UK
     
    2. Reason for Notification
     
     An acquisition or disposal of voting rights
     
    3. Details of person subject to the notification obligation
     
    Name
    Norges Bank
     
    City of registered office (if applicable)
    Oslo
     
    Country of registered office (if applicable)
    Norway
     
    4. Details of the shareholder
    Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
     
     
    City of registered office (if applicable)
     
     
    Country of registered office (if applicable)
     
     
    5. Date on which the threshold was crossed or reached
    02-Aug-2024
     
    6. Date on which Issuer notified
    05-Aug-2024
     
    7. Total positions of person(s) subject to the notification obligation
     
    % of voting rights attached to shares (total of 8.A)
    % of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
    Total of both in % (8.A + 8.B)
    Total number of voting rights held in issuer
    Resulting situation on the date on which threshold was crossed or reached
    3.012761
    0.000000
    3.012761
    1,000,777,808
    Position of previous notification (if applicable)
    2.955960
    0.000000
    2.955960
     
     
    8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
    8A. Voting rights attached to shares
    Class/Type of shares ISIN code(if possible)
    Number of direct voting rights (DTR5.1)
    Number of indirect voting rights (DTR5.2.1)
    % of direct voting rights (DTR5.1)
    % of indirect voting rights (DTR5.2.1)
    GB00BM8PJY71
    1,000,777,808

    3.012761
     
    Sub Total 8.A
    1,000,777,808
    3.012761
     
    8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
    Type of financial instrument
    Expiration date
    Exercise/conversion period
    Number of voting rights that may be acquired if the instrument is exercised/converted
    % of voting rights
     
     
     
     
     
    Sub Total 8.B1
     
     
     
     
    8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
    Type of financial instrument
    Expiration date
    Exercise/conversion period
    Physical or cash settlement
    Number of voting rights
    % of voting rights
     
     
     
     
     
     
    Sub Total 8.B2
     
     
     
     
    9. Information in relation to the person subject to the notification obligation
     
    1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
     
    Ultimate controlling person
    Name of controlled undertaking
    % of voting rights if it equals or is higher than the notifiable threshold
    % of voting rights through financial instruments if it equals or is higher than the notifiable threshold
    Total of both if it equals or is higher than the notifiable threshold
     
     
     
     
     
     
    10. In case of proxy voting
    Name of the proxy holder
     
     
    The number and % of voting rights held
     
     
    The date until which the voting rights will be held
     
     
    11. Additional Information
     
     
    12. Date of Completion
    05-Aug-2024
     
    13. Place Of Completion
    Oslo, Norway
     
              Legal Entity Identifier: 2138005O9XJIJN4JPN90
     
     
    Exhibit No. 5
     
     
    8 August 2024
     
    NatWest Group plc
     
      
    INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE MARKET ABUSE REGULATION
     
    1.  NatWest Group plc (the Company) announces that ordinary shares of £1.0769* each in the Company (Shares) (ISIN:GB00BM8PJY71) were delivered to PDMRs on 7 August 2024 under the NatWest Group 2024 Employee Share Plan (the Plan), as set out below. 
     
    The Shares delivered represent payment of a fixed share allowance for the three month period ending 30 September 2024 and have been calculated using a Share price of £3.4424.
     
    The number of Shares delivered, the number of Shares withheld to meet associated tax liabilities and the number of Shares retained by each PDMR is as follows:-
     
    Name of PDMR
    Position of PDMR
    No. of Shares vested
    No. of Shares withheld to satisfy associated tax liability
     
    No. of vested Shares retained
    Robert Begbie
    CEO, NatWest Commercial & Institutional and CEO NatWest Markets
    26,327
    13,184
    13,143
    Emma Crystal
    CEO, Coutts and Wealth Businesses
    19,972
    9,401
    10,571
    Keiran Foad
    Group Chief Risk Officer
    29,958
    14,102
    15,856
    David Lindberg
    CEO, Retail Banking
    26,327
    12,393
    13,934
    Scott Marcar
    Group Chief Information Officer
    29,958
    14,102
    15,856
    Katie Murray
    Group Chief Financial Officer
    57,224
    26,936
    30,288
    Paul Thwaite
    Group Chief Executive Officer
    83,929
    39,506
    44,423
    Jen Tippin
    Group Chief Operating Officer
    29,958
    14,102
    15,856
     
    The market price used to determine the number of Shares withheld to meet associated tax liabilities was £3.3248. Shares retained after payment of associated tax liabilities will be held on behalf of PDMRs and will be released in instalments over a three or five year period.
       
    2.  The Company announces that on 7 August 2024, a conditional Buy-out award and Deferred award (Awards) over Shares have been granted under the Plan to the PDMR set out below in order to replace awards forfeited on leaving their previous employer.
               
     Name of PDMR
    Award
    No. of Shares granted
    Emma Crystal
    Buy-out1
    Award
    144,430
      Deferred Award2
    269,810
      The prices per Share used on the grant of the above awards were £3.12361 and £2.52032.  This represents the 5-day average Share price immediately prior to the PDMR joining the Company. For the Deferred award this price is discounted to reflect the absence of dividend equivalents during the vesting period.
     
    The Awards are eligible to vest between 2024 and 2031 and are subject to malus, clawback and where applicable a 12-month retention period.
     
    3.  The Company announces that on 7 August 2024, a conditional Buy-out award over Shares vested to the PDMR set out below. The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by the PDMR is set out below:-
     
    Name of PDMR
    Position of PDMR
    No. of Shares vested
    No. of Shares withheld to satisfy associated tax liability
    No. of vested Shares retained
    Emma Crystal
    CEO, Coutts and Wealth Businesses
    83,371
    39,244
    44,127
     
    The market price used to determine the number of Shares withheld to meet associated tax liabilities was £3.3248.
     
     
     
    4.  The Company announces that the PDMR set out below has sold Shares on the date and at the price indicated:
    Name of PDMR
    Position of PDMR
    No. of Shares sold
    Sale price
      Date of transaction
    Jen Tippin
    Group Chief Operating Officer
    43,000
    3.3269
    7 August 2024
     
    All of the above transactions took place on the London Stock Exchange (XLON).
     
    * Note: the nominal value of ordinary shares without rounding is £1.076923076923077 per share 
     
    Legal Entity Identifier: 2138005O9XJIJN4JPN90
    For further information contact:
     
    NatWest Group Investor Relations
           Claire Kane
           Director of Investor Relations
          +44 20 7672 1758
     
    NatWest Group Media Relations 
    +44(0)131 523 4205
     
     
     
    Exhibit No. 6
     
    TR-1: Standard form for notification of major holdings
     
    NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i
     
     
    1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii:
     
    NatWest Group plc
    1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
     
    Non-UK issuer
     
     
    2. Reason for the notification (please mark the appropriate box or boxes with an "X")
     
    An acquisition or disposal of voting rights
     
                        x
    An acquisition or disposal of financial instruments
     
     
    An event changing the breakdown of voting rights
     
     
    Other (please specify) iii:
     
     
    3. Details of person subject to the notification obligation iv
     
    Name
     
    The Commissioners of His Majesty's Treasury
    City and country of registered office (if applicable)
     
    London, England
    4. Full name of shareholder(s) (if different from 3.) v
     
    Name
     
    The Solicitor for the Affairs of His Majesty's Treasury
    City and country of registered office (if applicable)
     
    London, England
    5. Date on which the threshold was crossed or reached vi:
     
    29 August 2024
    6. Date on which issuer notified (DD/MM/YYYY):
     
    29 August 2024
    7. Total positions of person(s) subject to the notification obligation
     
     
     
    % of voting rights attached to shares (total of 8. A)
    % of voting rights through financial instruments(total of 8.B 1 + 8.B 2)
    Total of both in % (8.A + 8.B)
    Total number of voting rights held in issuer (8.A + 8.B) vii
    Resulting situation on the date on which threshold was crossed or reached
    17.97%
     
    17.97%
    5,968,022,944
    Position of previous notification (if
    applicable)
    18.99%
     
    18.99%
     
     
    8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
     
    A: Voting rights attached to shares
     
    Class/type ofshares
    ISIN code (if possible)
    Number of voting rights ix
     
    % of voting rights
    Direct
    (DTR5.1)
     
    Indirect
     (DTR5.2.1)
    Direct
    (DTR5.1)
    Indirect
    (DTR5.2.1)
    Ordinary Shares of £1.0769 each GB00BM8PJY71
    5,968,022,944
     
     
    17.97%
     
     
     
     
     
     
     
     
     
     
     
     
     
    SUBTOTAL 8. A
    5,968,022,944
     
    17.97%
     
    B 1: Financial Instruments according to DTR5.3.1R (1) (a)
     
    Type of financial instrument
    Expiration date x
    Exercise/Conversion Period xi
    Number of voting rights that may be acquired if the instrument is
    exercised/converted.
    % of voting rights
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    SUBTOTAL 8. B 1
     
     
     
     
     
    B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
     
    Type of financial instrument
    Expiration date x
    Exercise/Conversion Period xi
    Physical or cash
    Settlement xii
    Number of voting rights
    % of voting rights
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    SUBTOTAL 8.B.2
     
     
     
     
     
     
    9. Information in relation to the person subject to the notification obligation (please mark theapplicable box with an "X")
     
    Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii
     
     
    Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv
     
                    x
    Name xv
    % of voting rights if it equals or is higher than the notifiable threshold
    % of voting rights through financial instruments if it equals or is higher than the notifiable threshold
    Total of both if it equals or is higher than the notifiable threshold
    UK Government Investments Limited, a company wholly-owned by His Majesty's Treasury, is entitled to exercise control over the voting rights which are the subject of this notification (pursuant to certain
    management arrangements agreed with His Majesty's Treasury). 
     
     
    The Solicitor for the Affairs of His Majesty's Treasury is acting as nominee for The Commissioners of His Majesty's Treasury.
     
    The Commissioners of His Majesty's Treasury
     
    17.97%
     
    17.97%
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    10. In case of proxy voting, please identify:
     
    Name of the proxy holder
     
     
    The number and % of voting rights held
     
     
    The date until which the voting rights will be held
     
     
     
    11. Additional information xvi
     
    The Solicitor for the Affairs of His Majesty's Treasury is acting as nominee for The Commissioners of His Majesty's Treasury (HMT). 
     
    The percentage of voting rights held by HMT in NatWest Group plc (NWG), as shown on this form (17.97%), has been calculated following the disposal by HMT of 85,392,797 ordinary shares in NWG since its last TR-1 notification on 05 August 2024, under HMT's trading plan announced on 22 July 2021 and most recently extended on 3 April 2023. 
     
    Place of completion
     
    London, England
    Date of completion
     
    29 August 2024
     
    LEI 2138005O9XJIJN4JPN90
     
     
    Exhibit No. 7
     
    NatWest Group plc
    Total Voting Rights and Capital
     
    In conformity with the Disclosure Guidance and Transparency Rules, NatWest Group plc ("NWG") hereby notifies the following in respect of its issued share capital with voting rights as at
    30 August 2024.
     
    Share Class and nominal value
    Number of Shares issued
    Voting rights per share
    Total Voting rights
    -
     30 August 2024
     
    Ordinary Shares of £1.0769* (excluding ordinary shares held in treasury)
    8,304,852,050
     
     
    4
    33,219,408,200
    Ordinary Shares of £1.0769* held in treasury
     
     288,897,867
    4
    Voting rights not exercisable
    11% Cumulative Preference Shares of £1
     
     240,686
    4
    962,744
    5.5% Cumulative Preference Shares of £1
     
     242,454
    4
    969,816
     Total:
     
     8,594,233,057
     
     33,221,340,760
     
    * Note: the nominal value of Ordinary Shares without rounding is £1.076923076923077 per share
     
    Shareholders may use the above figure of 33,221,340,760 for their calculations to determine whether they are required to notify their interest in, or a change to their interest in, NWG under the FCA's Disclosure Guidance and Transparency Rules.
     
    Legal Entity Identifier: 2138005O9XJIJN4JPN90     
     
     
     
     
     
     
    Date: 30 August 2024
     
     
     
     
     
    NATWEST GROUP plc (Registrant)
     
     
     
    By: /s/ Jan Cargill
     
     
     
    Name: Jan Cargill
     
    Title: Chief Governance Officer and Company Secretary

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