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AGM 2025

Apr 16, 2025

John R. Haley
Chairman of the Board, Sonoco Products Company

Good morning, everyone, and welcome to Sonoco's 2025 Annual Shareholders Meeting. I'm John Haley, and it's an honor to serve as your Chairman of the Board. We'll start today by introducing you to the members of our Board of Directors. Please hold your applause until they have all been introduced. Stephen Boyd. Stephen is Chairman of the Board of Trustees at Johnson C. Smith University in Charlotte, and throughout his career, he held many leadership roles at various consumer products companies, most recently Coca-Cola. We would like to welcome our newly appointed board member, Scott Clark. Scott was recently named CEO for Tire Rack, a leading independent tire tester and source for consumer direct tires and accessories. Beforehand, Scott was Executive Vice President and member of the Executive Committee of Michelin Group.

He spent a large portion of his career in Europe and started his career in the consumer products industry in the U.S. Howard Coker. Howard is Sonoco's President and CEO. He has served our company for more than 40 years. Dr. Pamela Davies. Pamela is President Emerita and Professor of Strategy at Queens University in Charlotte. Teresa Drew. Teresa was Managing Partner of the Carolinas Practice of Deloitte, a global accounting firm, until her retirement. Philippe Guillemot. Philippe is Chairman and CEO of Vallourec, a world leader in tubular solutions for energy markets based in Meudon, France. When I'm not working with our board, I am CEO of Gosiger Incorporated, a national provider of machine tools and factory automation systems based in Dayton, Ohio. Our lead independent director is Robert Hill.

Robert was most recently Executive Chairman of South State Corporation, a regional nationally chartered banking company based in Columbia, South Carolina. Eleni Istavridis. Eleni was Executive Vice President and Head of Investment Services for Asia at Bank of New York Mellon, a global commercial banking company, until her retirement. Rich Kyle. Rich is the President and CEO of the Timken Company, a global manufacturer of bearings, transmissions, gearboxes, motors, and lubrication systems based in North Canton, Ohio. Blythe McGarvey. Blythe previously taught accounting for Harvard Business School's MBA program, and prior to that time, she held the CFO title at several consumer products companies. Finally, Tom Whidden. Tom was an advisory partner, advisory director, rather, of Berkshire Partners, a Boston-based private equity firm, and is a retired Executive Vice President of Lowe's Companies. Thank you.

Let me also recognize several of our retired directors who are also with us today. Harris DeLoach. Harris served on the board from 1998 to 2019, including serving as Chairman from 2005 to 2013 and Executive Chairman from 2013 to 2019. James L. Coker. James served 44 years as a director from 1969 to 2013. Caleb Fort. Caleb was a director from 2001 to 2011. Finally, Jim McCauley. Jim served as a director from 2003 to 2022, including several years as our lead independent director. Please join me in giving our current and past directors a very warm welcome. Last summer, we lost a Sonoco legend and patriarch, Charles Westfield Coker Sr., or Charlie, as he would like to be called. For more than six decades, Charlie attended these annual meetings, and for nearly 40 of those years, he led Sonoco as President, CEO, and Chairman of the Board.

No comments today could adequately describe what Charlie meant to our community, the industry, and our company. Please join me for a few minutes in watching a video that reflects on Charlie's accomplishments and how his simple phrase, "People build businesses," now describes the culture of our company.

People build businesses by doing the right thing. Every teammate who has graced the doors of Sonoco knows just how big this small statement really is and what it means for one's life and career. Those simple words were coined by Mr. Charles Coker, who led Sonoco for decades during some of its highest levels of growth, while shaping the company's unique culture. Charlie, as friends, associates, and family knew him, dutifully dedicated his professional life to Sonoco Products Company for his entire career, leading by example as the company grew and often personally welcoming new Sonoco teammates from across the globe. Succeeding his father as President in 1970, he later served as Chairman of the Company for close to 30 years. At that time, Sonoco had annual sales of $125 million. There were 6,000 employees, and operations totaled 61.

By 1998, when Charlie moved from Chief Executive Officer to Chairman of the Board, Sonoco had annual sales of $2.56 billion, and its 16,500 employees were stationed in more than 275 locations in 85 countries on five continents. Even with all of Sonoco's success, Charlie gracefully balanced his responsibilities leading a multinational corporation with his calling as a dedicated husband and loving father to six children. He treated everyone he knew with dignity and respect.

Charles W. Coker
Former Chairman and CEO, Sonoco Products Company

People build businesses, a phrase that I have come up with. My company is nothing but buildings, inventory, and machinery, and people. Of these, people are by far the most important.

Today, his motto of "People build businesses by doing the right thing" is the very fabric of Sonoco. Charlie realized his vision of a people-centered culture, and as a result, Sonoco is admired by leaders and companies across the globe. Mr. Coker also exemplified commitment to community. He was admired for his service, whether at the Governor's School for Science and Mathematics, Hollings Cancer Institute, the Boy Scouts, Coker University, or his church. He was also awarded South Carolina's highest philanthropic honor, the Order of the Palmetto, for his dedicated service to the Palmetto State. Because of him, every single Sonoco employee knows that people build businesses by doing the right thing. Thank you, Mr. Coker. We will carry your legacy and kindness forward.

John R. Haley
Chairman of the Board, Sonoco Products Company

Just a couple of other comments. Charlie was a true Southern gentleman, and those of us who were fortunate to know Charlie could tell many stories about what he meant to Sonoco and the countless people he influenced over his lifetime. If there was one tribute I could offer, it would be that Charlie loved his large family, cherished the Hartsville community, and was extremely proud of his extended Sonoco family. In Charlie's honor, I'm pleased to announce that the Sonoco Foundation today is providing a substantial contribution to Coker University here, where the campus library is named after Charlie and his wife, Joan. I will now call the business meeting to order. I will start by introducing our Corporate Secretary, John Florence, who also serves as Sonoco's General Counsel and Vice President and General Manager for Industrial Paper Packaging in North America.

The 2024 Annual Report, 2025 Notice of Annual Shareholders Meeting, Proxy Statement, and Proxy were mailed on March 14th to shareholders of record as of February 26th, 2025. Approximately 99 million shares of our common stock were outstanding and entitled to one vote each. We've appointed Elizabeth Kramer of Sonoco and Scott Kindle of Mediant as inspectors of the election to oversee tabulation of the ballots. Will you both stand, please, and be recognized? Thank you. Are there any shareholders present who did not vote by proxy and would like to have a ballot? If so, please raise your hand. Mr. Secretary, will you please advise if a quorum is present?

John M. Florence,Jr
General Counsel and VP, Sonoco Products Company

Mr. Chairman, I've been advised by the inspectors of election that we received proxies executed by more than 90% of shares entitled to vote. Therefore, a quorum is present.

Thank you, John. John has the minutes of last year's meeting in case anyone wants to inspect them. At this time, however, I would ask if there's a motion to dispense with John's reading of the minutes. Thank you, Chris. And a second?

Mr. Chairman, I'll second the motion.

John R. Haley
Chairman of the Board, Sonoco Products Company

Thank you, Deirdre. Today, we have three proposals or resolutions for consideration and one individual shareholder proposal. Starting with the first proposal, your Board of Directors recommends the election of the current 12 directors for a one-year term expiring at our next annual meeting in 2026. They include Stephen Boyd, Scott Clark, Howard Coker, Pamela Davies, Teresa Drew, Philippe Guillemot, John Haley, Robert Hill, Eleni Istavridis, Richard Kyle, Blythe McGarvey, and Thomas Whidden. I've been advised by the Secretary that there were no other nominations submitted. Do I have a motion?

Mr. Chairman, we move the 12 directors to be elected to the board.

Thank you, Michelle. A second?

Mr. Chairman, I second.

Thank you, Gordon. Our second proposal is for the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending 2025. Do I have a motion?

Mr. Chairman, I move to ratify the PwC for the year ending 2025.

Thank you, Will. A second?

Mr. Chairman, I'll second the motion.

Thank you, Lexi. The third proposal is an advisory, non-binding approval of compensation of the named executive officers as described in the proxy. Do I have a motion?

Mr. Chairman, I move to approve the advisory resolution for executive compensation.

Thank you, Dan. A second?

Mr. Chairman, I second the motion.

Thank you, Elizabeth. The final item is an advisory, non-binding shareholder proposal entitled "Transparency in Political Spending," which is outlined in the proxy. I would point out that your board has recommended a vote against this resolution, again, as fully described in the proxy. Is there anyone here to speak for or against this proposal?

Yes, good morning. This will be sponsored by John Chevedden. Shareholders request that Sonoco provide a report updated semi-annually, disclosing Sonoco's, number one, policies and procedures for making contributions to, A, participate and intervene in any campaign on behalf of any candidates for public office, or B, influence the general public with respect to an election. Number two, monetary and non-monetary contributions used in the manner described in Section One above, including, A, the identity of the recipient, as well as the amount paid to each, B, the titles of each person in the company responsible for decision-making. The report shall be presented to the Board of Directors and posted on Sonoco's website within 12 months from the date of the annual meeting. This proposal does not include spending on lobbying. Long-term, Sonoco shareholders support transparency and accountability in corporate spending on elections.

A company's reputation, value, and bottom line can be adversely impacted by political spending. The risk is especially serious when giving to trade associations, super PACs, 527 committees, and social welfare organizations, groups that routinely pass money to candidates and political causes that a company might not otherwise wish to support. A recent poll of shareholders by Mason-Dixon Polling and Research found that 83% of respondents said they would have more confidence investing in companies that have adopted reforms that provide for transparency and accountability in political spending. This proposal would bring Sonoco in line with the growing number of leading companies, including Celanese Corporation, PPG Industries, and International Paper Company, which presents abundant political spending information on their websites.

Without knowing the recipients of Sonoco's political dollars, Sonoco directors and shareholders cannot sufficiently assess whether Sonoco's election-related spending aligns or conflicts with its policies on climate change, sustainability, or other major areas of concern. Lastly, improved Sonoco political spending disclosure will protect the reputation of Sonoco and preserve shareholder value. Thank you very much.

Thank you. If there are any other shareholders holding a ballot here, please hold them up at this time for collection. Mr. Secretary, please report on the preliminary tabulation by the inspectors of the voting on the proposals and resolutions presented at this meeting.

Mr. Chairman, the inspectors of election have reported that shareholders voted to elect all nominees for director and voted by a majority to ratify the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The shareholders approved the advisory resolution on executive compensation. Lastly, the shareholder proposal entitled "Transparency in Political Spending" was again rejected by a substantial majority.

Thank you, John. This concludes the business portion of the meeting, and I will now turn the meeting over to Howard Coker, our President and CEO, to provide an update on the state of the company. Howard, the floor is yours.

Howard Coker
CEO, Sonoco Products Company

Okay, thank you, John, and good morning, everyone. You know, 2024 was a milestone year in achieving our strategy to transform Sonoco into a simpler, stronger, and more sustainable company. I'm going to spend the next few minutes reviewing our journey over the last five years and how we believe our prospects for continued growth, margin improvement, and strong cash flow generation will continue to allow us to return greater value to our shareholders. Before I go further, let me remind you that today's presentation contains a number of forward-looking statements based on current expectations, estimates, and projections. These statements are not guarantees of future performance and are subject to certain risks and uncertainties. Therefore, actual results may vary materially. Further information is available under the investor relations section of our website at sonoco.com.

Now, with that out of the way, let me talk about my favorite subject, Sonoco. Since I was honored to be by our board of directors five years ago to become CEO, we've gone through a strategic transformation to remove complexity and build around fewer, bigger businesses. Since we started this journey, we divested the low-margin display and packaging unit and other small non-core assets. We moved away from resin-based areas ranging from molded foam products for automotives to plastic bottles, trays, and flexible containers for food, beverages, and other retail products. We did so because we found our capital was better invested in focused businesses as opposed to multiple diversified segments. Overall, we reduced the number of divisions in our portfolio from 18 down to three core consumer and industrial businesses while creating an enterprise that is positioned for future growth.

Today, Sonoco is a global leader of value-added sustainable metal and fiber consumer and industrial packaging with products, technology, and a market presence that positions us to consistently win in the marketplace. We've leaned into growing metal aerosol and food cans along with caps and closures in the United States and Europe, Middle East, and Africa, where we now have assembled our largest consumer business. Another key tenet to our strategy has been to invest in ourselves to drive growth and margin-improving productivity while using our remaining cash to reduce leverage and return cash to our shareholders. In 2024, we continued to focus on improving returns on both organic investments and acquisitions with the goal of better balancing our mix, improving profits, growing operating cash flow and free cash flow, and operating with better efficiency.

Overall, we achieved the second-best operating cash flow in the company's history at $834 million and free cash flow of $456 million. We overcame persistent price-cost headwinds while driving near-record productivity savings to achieve operating results within our expectations. As I mentioned earlier, our strategy to invest in ourselves is effectively driving growth and generating savings from manufacturing, procurement, and fixed-cost productivity. In 2024, we invested a record $393 million in capital projects, with a significant amount going to new customer-sponsored growth projects around the world. For example, we're expanding greenfield paper can production in Thailand, Mexico, and the U.S. that will drive organic sales growth over the next several years. Also, we're recapitalizing caulk tube production for adhesives and sealants. Currently, we are sold out as our customers respond to increased demand due to new construction and, unfortunately, damages caused by unprecedented storms and wildfires.

In metal packaging, we're adding capacity to meet rising demand for aerosol cans in the U.S. and food cans in both the U.S. and Europe. Finally, our industrial paper business is continuing to capture targeted growth opportunities while investing in productivity projects in the U.S. and Europe as we continue to right-size our operating footprint. We significantly strengthened our consumer packaging portfolio by creating global leadership in sustainable metal packaging following the December acquisition of Eviosys, Europe's leading food can, ends, and closures manufacturer. As this slide shows, we jump-started the integration process with day-one celebrations with large groups of our new team members at several facilities during the month. On April 1, we completed the initial phase of the integration by rebranding Eviosys as Sonoco Metal Packaging, EMEA. The integration continues as our team is focused on achieving our two-year $100 million synergy target.

Also, on April 1st, we completed the sale of the former Thermoformed and Flexibles business to Toppan Holdings for approximately $1.8 billion in cash. We used approximately $1.5 billion of after-tax cash proceeds to strengthen our balance sheet by reducing debt. Today, I'd like to extend my best wishes to our approximately 4,500 former TFP teammates and their new Topan team for continued success. Eviosys, our largest acquisition in company history, expands our global leadership in food can and aerosols and facilitates our ability to partner with global customers to advance innovation and sustainability in metal packaging. Let me show you a brief video that explains why we are so excited to bring Eviosys into the Sonoco family.

Eviosys, the leading manufacturer of metal food cans and ends, aerosols, vacuum closures, and promotional packaging in Europe, is now part of the Sonoco family. With the largest metal packaging manufacturing footprint in Europe, the Middle East, and Africa in the industry, and 200-plus years of packaging experience, Eviosys's 6,000 employees in 44 facilities across 17 countries have joined our 22,000 employees, making Sonoco a global leader in metal packaging. Eviosys produces approximately 33 billion units annually, including 10 billion steel cans, 19 billion closures, and 4 billion vacuum closures. In 2024, the company generated $2.4 billion in revenue. Market segments include fruits and vegetables, tomatoes, fish, infant formula, dairy, and pet food. The acquisition of Eviosys fits Sonoco's strategy of fewer, bigger businesses, increasing its can-making franchise, expanding into more recession-resistant consumer markets, and growing the company's already established sustainable packaging portfolio.

As consumer behavior continues to evolve, the combination of Eviosys and Sonoco only strengthens our commitment to exceptional service for many of the best-known brands across the globe. Our consumers can now experience an even more enhanced range of products, as well as a strengthened global supply chain. The partnership also creates new and significant opportunities to unlock additional capabilities and end markets. Together, Sonoco and Eviosys will operate 56 metal packaging plants with a footprint across four continents. Eviosys is now Sonoco Metal Packaging, EMEA, and part of our company's approximately $5.2 billion consumer packaging business. As we welcome Eviosys to Sonoco, we have enhanced our commitment to better packaging, better life.

As the video showed, Sonoco's metal can assets now have a global footprint. In the U.S., we are a leading provider of two and three-piece food and aerosol cans with annual sales of approximately $1.2 billion. Since acquiring Sonoco Metal Packaging in 2022, we are outpacing the industry in volume growth and market share gains, particularly in aerosols. We also are attracted to metal packaging because it is one of the best circular economy packages in the world. Our steel food cans, aerosol cans, and closures are 100% recyclable and can be recycled indefinitely. We believe Sonoco Metal Packaging is positioned for solid growth globally through focused investment in facilities, people, and services. Completing Sonoco's global can portfolio is our iconic rigid paper container, established in 1961 with 39 facilities in 13 countries and approximately $1.5 billion in sales.

Sonoco is a global leader in paper food cans and holds leading positions in markets with outstanding brands. Over the past five years, we've made investments in our global paper can franchise that have resulted in sales growth of nearly 25%, particularly in emerging markets and with new all-paper cans that offer product differentiation. Our cans are made with state-of-the-art technology and are lined with barrier protection to keep oxygen and moisture out while maintaining product freshness. Our spiral-wound paper containers are sealed with features such as pull tabs, pour spouts, shaker lids, valves, safety shields, and overcaps. Our fully integrated industrial paper packaging business is the global leader with technology unmatched by our competitors. Through continued investment and pruning of certain lower-profit divisions and markets, we've grown EBITDA in North America by 65% since 2020, while global sales were approximately $2.4 billion in 2024.

More than half of the uncoated recycled paperboard we produce is internally consumed to produce paperboard tubes, cores, cones, cans, partitions, and other high-end paperboard products. While this business is perceived to be more prone to economic and commodity cycles, two-thirds of our products actually serve more stable consumer markets such as food and beverages, personal care, appliances, apparel, and home furnishings. A continued focus for Sonoco in 2024 was our commitment to promote accountability and transparency in our sustainability and corporate responsibility programs. Our simplified portfolio of more sustainable metal and fiber packaging further enhances our commitment to serve as a valued partner to our customers in reducing their environmental impact. We also continue to invest in our operations to reduce their environmental impact on the communities where we operate.

For example, we invested $7 million in 2024 to develop a solar power-generating system adjacent to our manufacturing and headquarters complex right here in Hartsville. The site is located on 21 acres and has the capacity to generate 8 million kilowatt-hours of renewable electricity annually. Sonoco also has several operations in the U.S. and Europe that utilize rooftop solar systems to reduce electricity expense and the facility's carbon footprint. We also invested in new biogas recovery projects and wind generation in Texas where we received credits for generating renewable power. Sonoco is an innovator in developing sustainable packaging solutions for our customers. Last year, we received awards for redesigning Pringles cans with a fiber-based end, increasing recyclability across Europe. Today, across Europe, Pringles cans offer a lower carbon footprint and are accepted in paper-stream recycling.

Furthermore, our paper cans with metal bottoms now qualify for how-to-recycle labeling in the U.S., which will further improve our recyclability. Of course, safety is at the center of Sonoco's people-focused culture. To ensure our employees maintain a high level of safety awareness, we have significantly changed our training practices. We implemented our single largest training initiative and were recognized with the Icon Award from DEKRA, a leader in safety testing and training for our Doing Safety Differently initiative, which resulted in more than 20,000 employees being trained since the program's inception. In September and October of last year, Hurricanes Helene and Milton left a trail of widespread destruction, power outages, and severe flooding. Approximately 60 Sonoco facilities were affected, including a plant in Florida, which lost a roof. Our employees also were impacted in a variety of ways, from injured family members to significant property damage.

Several of our manufacturing plants worked alongside their communities by opening facilities for hot showers and cafeterias for food to our employees and their neighbors. Sonoco sent 11 truckloads of bottled water to six facilities that lost drinking water, and many employees donated funds and personal care kits for hurricane victims. In addition, the Sonoco Foundation made a significant emergency donation to the American Red Cross to support relief efforts in Tennessee, Florida, and both Carolinas, and we funded a support program to help employees recover from their losses. Sonoco invests in the communities where we operate to improve the quality of life for our employees and local citizens.

An example is our partnership with the Darlington County Humane Society, where we've assisted the organization in its effort to care for animals in need by providing volunteers, pet food, and financial resources, including a multi-year grant from the Sonoco Foundation for the development of a new facility and community program. Let me show you a brief video featuring Ernest Haynes, who is President of Sonoco Metal Packaging, as he explains our employees' efforts in this important community endeavor.

Ernest Haynes III
President, Metal Packaging, Sonoco Products Company

Sonoco's dedication to the communities where we operate extends far beyond our packaging. With headquarters in Hartsville and facilities positioned around the globe, we're proud to champion and support initiatives that drive real change. We've partnered with our local Humane Society and public educators to create a program that pairs students with professional mentors, fostering education that highlights community service, career development, and animal welfare. The Humane Society has a dedicated classroom incorporated to provide space for students to engage. Central to this design is the vibrant mural donated by Sonoco, created with aerosol spray paint, symbolizing collaboration, creativity, and a brighter future. Just as this mural will inspire all who interact with it, Sonoco's experts bring creativity and innovation as they design our best-in-class paper and steel can packaging solutions worldwide.

By supporting education, animal welfare, and the spirit of community, we live out our mantra: better packaging, better life together.

Howard Coker
CEO, Sonoco Products Company

Thank you, Ernest, for your team's support and the many other employees participating in the Paws Mentoring Program. Every day, Sonoco employees are working to make life better by creating innovative designs for our customers or volunteering in their communities to create a better life. It's for that reason that Sonoco was recently recognized by Newsweek as one of its most trustworthy companies in the U.S. in the packaging, transport, and logistics category. The company was also recognized as one of the most respected companies in the United States last year. These honors belong to our employees who live and breathe our culture of respect and trustworthiness every day. Finally, I'd be remiss not to mention that in March, we were recognized by the New York Stock Exchange for the 30th anniversary of our original listing. Sonoco is one of just over 2,100 companies listed on the stock exchange today.

There were nearly 5,800 listed companies on the stock exchange in 1990, which speaks to the strength, stability, and staying power of our company. As I conclude my presentation, I felt it was important to share with you my priorities for 2025. First and foremost is to mind the store, to continue to drive improved performance of our core consumer and industrial businesses. Embedded with that priority is to manage risk associated with proposed and implemented tariffs. We could spend hours talking about the potential risk and economic uncertainties tariffs could impose. However, I believe Sonoco is well-positioned to weather any tariff-related scenarios that may come. Our localized manufacturing networks serve our key markets. We do not rely on products being shipped and/or produced in one country and shipped to another. We have the ability to pass along tariff input costs.

Most important, our portfolio is now more defensive, with over two-thirds of the company focused on consumer foods, which historically perform well no matter the economic circumstances. Next on my priority list are to continue the metal packaging integration and to look to further optimize our global manufacturing network and organizational structure to prepare for the planned divestiture of our attractive but non-core temperature-assured business. Finally, we must better communicate our value creation story to help improve our underappreciated stock price. I recently purchased more Sonoco shares as members of management and the board because we believe in the tremendous value this company holds. This slide was developed to better illustrate the new Sonoco, our businesses, our served markets, and our geographic footprint. In 2025, we're projecting sales will grow approximately 20% to between $7.75 billion and $8 billion annually.

We expect EBITDA to grow approximately 30% and cash flow from operations to remain strong at between $800 million and $900 million. Our mix of products is further shifting to more consumer markets, and our geographic reach will be more balanced around the world, with more than half of sales still occurring right here in the United States. Looking forward, we believe our transformed portfolio of world-class consumer and industrial businesses is well-positioned to serve the changing needs of our diverse global customers. As I mentioned previously, Sonoco's goal is to increase its long-term profitability and return capital to shareholders. Over the past two years, Sonoco has generated a record $1.7 billion in operating cash flow and approximately $1 billion in free cash flow. We've used much of this cash to invest in ourselves for future growth and to drive productivity savings.

While we are currently focused on using free cash flow to lower leverage following the acquisition of Eviosys, our dividend remains an important part of our value creation story. Since 1925, that is 100 consecutive years, Sonoco has paid quarterly dividends, and it's why investment services like Sure Dividend has named Sonoco its number four top dividend champion for 2025. It's also why your board of directors today approved an increase to the dividend, raising the quarterly payout to $0.53 per share to be paid on June 10th, 2025, to shareholders of record on May 9th. This will be the 42nd consecutive year that Sonoco has increased the annual dividend, and it provides a strong yield of nearly 5%. In closing, I'm proud of the results our team has achieved during a very transformational year. Despite economic uncertainties, we believe our future prospects for continued growth remain bright.

I want to thank you for your investment in Sonoco, and I certainly would be happy to answer any questions that you may have.

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