Corporate Governance

KUKA AG operates in accordance with the principles of the German Corporate Governance Code and the Transparency and Disclosure Act in order to ensure effective corporate management. 

Corporate Governance Statement

The corporate governance reporting complies with Principle 20 of the German Corporate Governance Code in the version of December 16, 2020, as published in the Federal Gazette of March 20, 2020 (“GCGC 2020”), and is carried out in the corporate governance statement according to sections 289f and 315d of the German Commercial Code (HGB). The corporate governance statement is thus the central instrument of corporate governance reporting. The Management Board and the Supervisory Board jointly submit the declaration on corporate governance and are each responsible for the parts of the report that concern them.

Corporate governance refers to the legal and factual regulatory framework for managing and monitoring a company and group of companies. This includes in particular a company’s organization, business policy and guidelines as well as internal and external control and monitoring mechanisms. Good, responsible corporate governance is one of KUKA’s core principles. It creates transparency and confidence in KUKA among shareholders, customers and suppliers, the staff, the financial markets and the public.

Declaration of compliance with the German Corporate Governance Code by the Management Board and the Supervisory Board of KUKA Aktiengesellschaft in accordance with section 161 of the German Stock Corporation Act (AktG)

The Management Board and the Supervisory Board of KUKA Aktiengesellschaft issued the following declaration pursuant to section 161 of the German Stock Corporation Act (AktG) on February 11, 2021:

1.1 Declaration regarding the recommendations of the “Government Commission on the German Corporate Governance Code” in the version of February 7, 2017, as published in the Federal Gazette of April 24, 2017, and in the amended version as published in the Federal Gazette of May 19, 2017 (“GCGC 2017”)

Since issuing the latest declaration of compliance of the Management Board (January 30, 2020) and of the Supervisory Board (February 7, 2020), KUKA Aktiengesellschaft has complied with the recommendations of the GCGC 2017 with the exception of the following deviations:

  • KUKA Aktiengesellschaft has not followed the recommendation outlined in section 3.8 para. 3 of the GCGC 2017. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft’s view, Supervisory Board members do not require a deductible to ensure that they properly fulfill their monitoring role.

  • KUKA Aktiengesellschaft has not followed the recommendation for the chair of the Audit Committee outlined in section 5.3.2 para. 3 sentence 2 of the GCGC 2017. The chairman of the Audit Committee was not considered independent because he also performed a management role for the shareholder Midea Group that controls KUKA Aktiengesellschaft. However, the chairman of the Audit Committee possesses special knowledge and experience in the application of accounting principles and internal control procedures, which outweighed the lack of independence.

 

1.2 Declaration regarding the recommendations of the “Government Commission on the German Corporate Governance Code” in the version of December 16, 2019, as published in the Federal Gazette of March 20, 2020 (“GCGC 2020”)

Since the GCGC 2020 came into force on March 20, 2020, KUKA Aktiengesellschaft has complied with the recommendations of the GCGC 2020 with the exception of the following deviations:

  • Recommendation B.1 of the GCGC 2020 (Diversity in the composition of the Management Board) is not fully complied with. In the composition of the Management Board, the Supervisory Board primarily considers the personal suitability, professional qualifications, leadership personality, professional experience, previous performance and other experience of the respective candidate. Aspects of diversity, e.g. age, gender or educational and professional background, are taken into account when selecting members of the Management Board; however, these are not defined in a separate diversity concept.
  • Recommendation B.2 of the GCGC 2020 (Long-term succession planning for the Management Board and description in the declaration on corporate governance) is not complied with. To date, the Supervisory Board has not drafted a separate concept together with the Management Board for the long-term succession planning for the Management Board and accordingly has not described one in the corporate governance statement. The Supervisory Board will carry out the succession planning as part of its ongoing activities and decide on it accordingly in due course.
  • Recommendation C.1 sentences 1 and 2 of the GCGC 2020 (Composition of the Supervisory Board, diversity) is not fully complied with. The Supervisory Board has stated specific objectives for its composition and drawn up a profile of skills for the board as a whole. To date, however, a separate concept on diversity has not been drafted. The composition of the Supervisory Board must first and foremost be aligned with the company’s interests and must ensure that the Management Board is monitored and advised effectively. The Supervisory Board thus selects the candidates for nominations to the Annual General Meeting in accordance with the statutory provisions and, moreover, primarily on the basis of their personal suitability, professional competence and experience. Aspects of diversity, e.g. age, gender or educational and professional background, are taken into account when selecting candidates for the Supervisory Board.
  • Recommendation C.10 sentence 2 of the GCGC 2020 (Independence of the chair of the Audit Committee from the controlling shareholder) was not complied with up to January 31, 2021. Until that time, the chairman of the Audit Committee was not considered independent due to his management role as CFO of Midea Group, and thus at the shareholder controlling KUKA Aktiengesellschaft. However, the chairman of the Audit Committee possesses special knowledge and experience in the application of accounting principles and internal control procedures and is familiar with the auditing of financial statements, which outweighed the lack of independence.
  • Recommendation D.1 of the GCGC 2020 (Rules of procedure for the Supervisory Board) is not fully complied with. While the Supervisory Board has adopted rules of procedure, it has decided not to make these available on the company’s website because the rules of procedure for the Supervisory Board are a purely internal company document.
  • Section G.1 of the GCGC 2020 contains new recommendations regarding the remuneration of the members of the Management Board. In accordance with the reasoning of the GCGC 2020 and the transitional provisions of the German Stock Corporation Act on the changes made by the Act to implement the Second Shareholder Rights Directive (ARUG II), with which the new recommendations of the GCGC 2020 are linked, the new recommendations of the GCGC 2020 have not yet been taken into account in the existing Management Board contracts. The Management Board and the Supervisory Board of KUKA Aktiengesellschaft will propose to the Annual General Meeting 2021 a remuneration system for the members of the Management Board of KUKA Aktiengesellschaft that will take into account the principles of the new recommendations of the GCGC 2020, deviating from individual recommendations if necessary.

 

KUKA Aktiengesellschaft will continue to comply with the recommendations of the GCGC 2020, with the exception of the deviations mentioned above.

Augsburg, February 11, 2021

For the Management Board: For the Supervisory Board:

Peter Mohnen Dr. Andy Gu
Chairman of the Management Board (CEO) of Chairman of the Supervisory Board of
KUKA Aktiengesellschaft KUKA Aktiengesellschaft

The declarations of compliance of the Management Board and Supervisory Board that have been issued for every financial year since 2002 are accessible on the company’s website at www.kuka.com.

 

Important corporate governance practices

KUKA Aktiengesellschaft and KUKA Group have established a series of important corporate governance practices that go beyond the statutory requirements.

KUKA Group is perceived worldwide as an efficient, innovative, quality-oriented, reliable, honest and cosmopolitan partner. A company can only achieve this by standing up for clear values. The corporate values that determine KUKA’s actions are derived from various principles and rules within which KUKA Group wishes to operate.

These include, among other things, responsible corporate governance, which also embraces regular exchange with various groups in society. Furthermore, a company whose core business is automation and which is particularly involved in shaping digitalization requires special risk management with regard to product safety as well as data and information security. A further aspect is the ecological responsibility of a company, i.e. the responsible use of natural resources, which also includes the development of energy-efficient products and solutions. For KUKA Group, supply chain management based on principles of sustainability, including ecological and social factors as well as quality and costs, is self-evident. For example, the recognition of human rights has been anchored in the personnel policy guidelines and KUKA has committed itself to upholding and protecting international human rights. Another building block in this context is the code of conduct for suppliers that was adopted in 2020 and applies worldwide. KUKA Group also wants to be a responsible employer that offers its employees an attractive, socially just and safe working environment with equal opportunities. For details relating to these issues, please refer to the explanations in the company’s Sustainability Report which is published on the website.

Further fundamental corporate values are set out in KUKA Group’s corporate compliance program. For details, we refer to the “Compliance” section on the company’s website.

The Management Board of KUKA Aktiengesellschaft has implemented a comprehensive corporate risk management system to systematically and continuously identify, monitor, manage, control and report the internal and external risks to which its divisions and subsidiaries are exposed. For details, please refer to the information in the opportunity and risk report; this is published on the company’s website.


Management structure
As a German stock corporation, the statutory rules impose on KUKA Aktiengesellschaft a two-tier management system comprising the Management Board and Supervisory Board. The common goal of the Management Board and Supervisory Board is to sustainably increase shareholder value. To this end, the Management Board and Supervisory Board work closely together in the interests of the company. No former members of the Management Board sit on the Supervisory Board. The Management Board reports to the Supervisory Board regularly, in a timely manner, and comprehensively regarding all matters relevant to the company with respect to planning, business development, risk exposure, risk management and any corresponding action taken. The Management Board also addresses any deviations in the business results from the established plans and targets and explains the causes of such deviations.

Composition and working method of the Management Board

The Management Board is responsible for managing the company in the interests of the company. The members of the Management Board share this responsibility for company management. The Chairman of the Management Board and Chief Executive Officer coordinates the work of the entire board; he is responsible for representing and leading the board in its cooperation with the Supervisory Board and its members.

The Management Board is responsible for preparing the company’s quarterly reports and the mid-year financial report, as well as for preparing the annual and consolidated financial statements of KUKA Aktiengesellschaft and KUKA Group. It also ensures compliance with statutory provisions and internal company guidelines. The Management Board has established appropriate systems for compliance management and risk management.

In accordance with section 77 para. 2 AktG and section 7 of the company’s Articles of Association, the Management Board has adopted rules of procedure that regulate cooperation within the Management Board and between the Management Board and the Supervisory Board as well as stipulating the division of tasks between various departments. The Management Board members normally convene at least every 14 days, and otherwise keep in constant close contact. The Management Board has not formed any committees of its own. It has, however, established an Executive Committee that meets regularly and comprises the CEOs of the individual segments. The priority in the Executive Committee is on consultation and internal coordination between the segments.

The Management Board of KUKA Aktiengesellschaft currently consists of two persons: the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO). During the period from November 1, 2019, to February 20, 2020, there was also a Chief Technology Officer (CTO). KUKA Aktiengesellschaft’s Articles of Association expressly state that the Management Board may consist of two or more persons (section 6 para. 1 of the Articles of Association).

In fiscal 2020, the responsibilities of the members of the Management Board were assigned as follows:

Peter Mohnen, Chief Executive Officer (CEO), is responsible for (1) Group strategy, (2) public relations (communications & marketing), (3) personnel and senior group executives, (4) internal audit and (5) legal affairs / compliance. Mr. Mohnen is also director of industrial relations at KUKA Aktiengesellschaft.

Mr. Andreas Pabst, Chief Financial Officer (CFO), is responsible for (1) finances and controlling, which includes the financial accounting, controlling, treasury and tax departments, (2) risk management, (3) IT, (4) mergers & acquisitions, (5) investor relations and (6) facility management.

Prof. Dr. Peter Hofmann was Chief Technology Officer (CTO) from November 1, 2019, to February 20, 2020, and was responsible for (1) technical matters, (2) technology, (3) Group research & development and (4) digitalization.

In accordance with recommendation A.1 of the GCGC 2020, the Management Board takes diversity into consideration when filling management positions in the company. One aspect of diversity is KUKA’s endeavor to increase the number of women in the workforce in general and also in management positions.

The remuneration of the Management Board members is outlined in the compensation report.

 

Composition and working method of the Supervisory Board and its committees

The Supervisory Board

The Supervisory Board monitors and advises the Management Board regarding the company’s management. The Supervisory Board is responsible for appointing and revoking the appointment of the members of the Management Board. It decides on the remuneration system for Management Board members and determines the specific remuneration for the individual members of the Management Board in accordance with the remuneration system.

The Supervisory Board discusses business development, planning and strategy at regular intervals.

The Supervisory Board checks the annual financial statements and consolidated financial statements drafted by the Management Board as well as the consolidated management report for KUKA Aktiengesellschaft. It adopts the annual financial statements of KUKA Aktiengesellschaft and approves the consolidated financial statements. This is based on the results of the prior examination by the Audit Committee and takes the independent auditor’s reports into account. The Supervisory Board also examines the proposal on the appropriation of the balance sheet profit and, together with the Management Board, submits it to the Annual General Meeting for resolution. On the basis of the reasoned recommendation of the Audit Committee, the Supervisory Board proposes the auditor to the Annual General Meeting for election. The Audit Committee issues the audit assignment to the auditor after the relevant resolution has been passed by the Annual General Meeting and oversees the audit.

The Articles of Association and the Supervisory Board’s rules of procedure contain provisions ensuring the right of the Supervisory Board to withhold its consent on significant transactions.

Every member of the Supervisory Board must disclose conflicts of interest to the Supervisory Board. In its report, the Supervisory Board provides information on conflicts of interest and how they are handled. During the financial year, no consulting or other contracts for work or services existed between Supervisory Board members and the company.

KUKA Aktiengesellschaft’s Supervisory Board consists of twelve members as per the Articles of Association, of which six represent the shareholders and six the employees.

The election of employee representatives to the Supervisory Board was held on April 10, 2018, in accordance with the provisions of the German Co-Determination Act (MitbestG). The results of the vote were published in the Federal Gazette on April 17, 2018. A new election of Supervisory Board shareholder representatives was held at the Annual General Meeting on June 6, 2018.

The term of office of the employee and shareholder representatives ends upon adjournment of the Annual General Meeting in 2023. This also applies to substitute members and other successors in office of employees and shareholders who subsequently join the Supervisory Board. This is because section 10 para. 4 sentence 1 of the Articles of Association stipulates that where a Supervisory Board member leaves office early, the term of office of the new Supervisory Board member runs only for the remaining term of office of the retiring member.

In accordance with recommendation C.1 GCGC 2020, the Supervisory Board has stated specific objectives for its composition and drawn up a profile of skills for the board as a whole. The profile of skills for the board as a whole is defined by the individual objectives. These are:

  • At least two Supervisory Board members shall have sector-specific experience.
  • At least one Supervisory Board member shall have considerable professional experience abroad.
  • At least two Supervisory Board members to be elected at the Annual General Meeting shall be independent in terms of the GCGC and shall not be affected by conflicts of interest in terms of the GCGC.
  • Normally, Supervisory Board members shall be no younger than 35 and no older than 73 years of age at the time of their election.
  • A member of the Supervisory Board may carry out his or her mandate for up to a maximum of three consecutive periods in office, although this limit may be ignored in exceptional cases when it is in the company’s interests to do so.
  • In addition, the requirements of the German act to promote equal participation of women and men in management positions in the private and public sector (FührposGleichberG) of April 24, 2015 and the targets set by the full Supervisory Board concerning the proportion of women are to be observed.

 

KUKA Aktiengesellschaft has a controlling shareholder. This means that according to recommendation C.9 of the GCGC 2020, in the case of a Supervisory Board with more than six members, at least two shareholder representatives shall be independent from the controlling shareholder.

To start with, according to the criteria of the GCGC 2020, the members Prof. Dr. Henning Kagermann and Dr. Myriam Meyer elected by the Annual General Meeting are to be considered independent. Furthermore, as of February 1, 2021, Helmut Zodl is also to be considered independent; until January 31, 2021, he was not independent in terms of recommendation C.9 of the GCGC 2020 due to his management role as CFO of Midea Group, and thus at the shareholder controlling KUKA Aktiengesellschaft.

Supervisory Board members Dr. Yanmin (Andy) Gu, Ms. Min (Francoise) Liu and Dr. Chengmao Xu in office during the reporting period are and were not considered independent in terms of recommendation C.9 of the GCGC due to their management positions in Midea Group. In this context, it should be clarified that Dr. Chengmao Xu resigned from his office as a member of the Supervisory Board with effect from January 17, 2021. By order of the Augsburg Local Court dated February 23, 2021 (received on February 26, 2021), Lin (Avant) Bai was appointed to the Supervisory Board on the shareholder side; he too is to be regarded as a non-independent shareholder representative due to his management role within Midea Group.

The Supervisory Board regularly reviews the efficiency of its activities.

An overview of the members of the Supervisory Board can be found on the company’s website at https://www.kuka.com/en-de/about-kuka/management/supervisory-board.

 

Committees of the Supervisory Board

The Supervisory Board formed a total of five committees in the year under review. The tasks and responsibilities of the individual committees comply with the requirements of the German Stock Corporation Act (AktG) and the GCGC. The chairs of the committees report regularly to the full Supervisory Board about the work of the committees. The Supervisory Board has the following individual committees:

(1) The Mediation Committee pursuant to section 27 para. 3 of the German Co-Determination Act (MitbestG) submits to the Supervisory Board proposals for appointing or revoking the appointment of Management Board members if the required majority of two thirds of votes from Supervisory Board members is not achieved in the first ballot.

(2) The Audit Committee deals in particular with issues relating to accounting, risk management, compliance, the necessary independence of the auditor, the issuing of the audit assignment to the auditor, the determination of focal points of the audit and the fee agreement. The Audit Committee is responsible for the preliminary audit of the annual financial statements, the management report and the audit report of KUKA Aktiengesellschaft and KUKA Group. On the basis of the auditor’s report, it submits proposals to the Supervisory Board after its own examination for the adoption of the annual financial statements of KUKA Aktiengesellschaft and for the approval of the consolidated financial statements by the Supervisory Board. The Audit Committee prepares the proposal of the Supervisory Board to the Annual General Meeting for election of the auditor. It discusses the quarterly reports and the mid-year financial report with the Management Board. The Audit Committee deals with the company’s risk management system and monitors the quality and effectiveness of the risk management system and the internal control and auditing systems. The corporate audit department reports regularly to the Audit Committee. The Audit Committee also deals with compliance in the company, which includes the compliance program, the compliance management system and individual compliance cases. The Chief Compliance Officer reports regularly to the Audit Committee.

(3) The Personnel Committee prepares personnel decisions. In particular, it formulates recommendations of the committee to the Supervisory Board regarding the regulation of legal relationships between the company and the individual Management Board members, especially concluding, amending, extending, revoking and terminating employment contracts with Management Board members (except for their appointment and withdrawal, which are determined by the Supervisory Board), granting subscription rights as part of a stock option plan and approving the sideline activities of Management Board members, conflicts of interest within the Management Board and significant transactions between the company and Management Board members or persons closely associated with them within the meaning of sections 111a ff. of the German Stock Corporation Act (AktG) (Related Party Transactions).

When proposing candidates for appointment to the Management Board, it pays attention to the personal suitability, professional qualifications, leadership personality, professional experience, previous performance and other experience of the respective candidate. Aspects of diversity, e.g. age, gender or educational and professional background, are taken into account when selecting members of the Management Board – even without a separate diversity concept. Furthermore, the Personnel Committee prepares the resolution of the Supervisory Board on the remuneration system for the Management Board and its implementation in the employment contracts. This also includes preparing the definition of the targets for variable remuneration and reviewing the total remuneration of the individual Management Board members. The Personnel Committee deals regularly with the latest developments in Management Board remuneration and receives internal or external advice on this.

(4) The Strategy and Technology Committee deals with the corporate strategy and the medium and long-term orientation of KUKA Group as well as current and future technologies. The focus is on the medium and long-term development of the individual business segments of KUKA Group. It also offers advice on issues relating to the in-house development of expertise and technology as an alternative to potential outsourcing options. In addition, the Strategy and Technology Committee deals with the competitiveness and positioning of KUKA Group, one focus here being on technological innovation.

(5) The Nomination Committee has the task of proposing suitable candidates to the Supervisory Board for the election by the Annual General Meeting of shareholder representatives as members of the Supervisory Board. When selecting the candidates, in addition to their fundamental suitability and professional competence, the Supervisory Board’s specific objectives for its composition and the profile of skills for the board as a whole are taken into account.

An overview of the members of the individual committees can be found on the company’s website at [www.kuka.com].

The remuneration of the Supervisory Board members is outlined in the compensation report.

 

Annual General Meeting

The 2020 Annual General Meeting was held in Augsburg on June 19, 2020.

Each share is entitled to one vote. No-par-value shares have been issued and global certificates created. The shares are bearer shares. The Management Board makes it easier for shareholders to exercise their voting rights at the Annual General Meeting by offering them the right to issue powers of attorney to proxies who are appointed by the company and bound by the instructions of the shareholder. The proxies appointed by the company are also available at the Annual General Meeting to the shareholders who are present. In addition, powers of attorney may be issued to financial institutions, shareholder associations or other third parties.

 

Shareholdings

Members of the Management Board and Supervisory Board, as well as persons closely associated with them, are obliged according to article 19 of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (Market Abuse Regulation – “MAR”) to disclose the purchase or sale of shares in KUKA Aktiengesellschaft, or financial instruments relating thereto, if the value of these transactions within one calendar year reaches or exceeds the sum of €20,000 (threshold applicable from January 1, 2020). The transactions by persons discharging managerial responsibilities, as well as persons closely associated with them, reported to KUKA Aktiengesellschaft in fiscal 2020 were duly published and are accessible on the company website.

 

Accounting and annual audit

Since 2004, the annual financial statements of KUKA Group have been prepared in accordance with the International Accounting Standards (IAS) and the International Financial Reporting Standards (IFRS) as adopted by the European Union. An independent auditor elected at the Annual General Meeting audits the annual financial statements and the consolidated financial statements. At the recommendation of the Supervisory Board, shareholders at the 2020 Annual General Meeting elected PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, as auditor for the annual financial statements and Group auditor for fiscal 2020 as well as for a potential review of the half-year interim report for fiscal 2020.

In accordance with the provisions of the Corporate Governance Code, the Supervisory Board’s Audit Committee reviewed the independence of the auditor, commissioned the auditor to carry out the audit, determined the key audit points and agreed on the fee.

 

Financial publications

The company informs its shareholders, participants in the capital markets, and the media of its position and of significant business events, in particular by publishing quarterly releases, a half-year interim report and the annual report, holding a financial statements press conference on the annual financial statements and conducting the Annual General Meeting each year. In addition, it issues ad-hoc releases under article 17 of the Market Abuse Regulation (MAR), notifications under article 19 of the MAR (Managers’ transactions) and under section 33 of the WpHG (Notification requirements applicable to the party subject to the notification requirement; power to issue statutory orders), holds conferences with analysts, meets with analysts and investors in Germany, and issues other press releases.

All information is published in both German and English and is also available on the company’s website from the time of publication. All regular financial reporting dates are published in the company’s financial calendar, which can be found on the back cover page of the annual report. The Financial Calendar is also published on the website of the company.

 

Information on targets for the proportion of women in management positions and information on compliance with the statutory gender quota on supervisory boards

Pursuant to section 76 para. 4 of the Stock Corporation Act (AktG), the Management Board has determined that the target percentage of women for the two management levels below the Management Board must be reached by March 31, 2022 at the latest (“target date”). The target percentage of women has been set at 20% for the first management level below the Management Board and likewise at 20% for the second management level below the Management Board. As at December 31, 2020 the percentage of women was 15% at the first management level and 19% at the second management level. In the year under review, it was thus not possible to achieve the targets set for the proportion of women at the first and second management levels below the Management Board. The non-attainment of the set targets in the year under review is attributable to internal organizational changes. The Management Board remains committed to achieving the target figure by March 31, 2022.

Pursuant to section 111 para. 5 of the German Stock Corporation Act (AktG), the Supervisory Board has set a target of 0% for the percentage of women on the Management Board and a target date of March 31, 2022. There was no cause to change the set target figures.

There was no need to set a target for the Supervisory Board because the statutory quota according to section 96 para. 2 AktG already applies to it (section 111 para. 5 sentence 5 AktG), i.e. the Supervisory Board must be composed of at least 30% women and at least 30% men. The Supervisory Board has fulfilled this quota since fiscal year 2017.

Information about the diversity concept

In the composition of the Management Board, the Supervisory Board primarily considers the personal suitability, professional qualifications, leadership personality, professional experience, previous performance and other experience of the respective candidate. Aspects of diversity, e.g. age, gender or educational and professional background, are taken into account when selecting members of the Management Board; however, these are not defined in a separate diversity concept. It must also be noted here that the Management Board of KUKA Aktiengesellschaft consists of only two members. The Management Board and the Supervisory Board have declared a corresponding deviation in their declaration of compliance.

The Supervisory Board has stated specific objectives for its composition and drawn up a profile of skills for the board. The specific objectives contain certain diversity requirements (e.g. minimum and maximum age, specific industry knowledge or international experience). To date, however, a more comprehensive, separate concept on diversity has not been drafted. The Management Board and the Supervisory Board have declared a corresponding deviation in their declaration of compliance.

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