TalkPool AG Chur

Report of the auditor to the Board of Directors on the consolidated financial statements 2015

PricewaterhouseCoopers AG, Gartenstrasse 3, Postfach, CH-7001 Chur, Switzerland Telefon: +41 58 792 66 00, Telefax: +41 58 792 66 10, www.pwc.ch

PricewaterhouseCoopers AG is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.

Report of the auditor to the Board of Directors of TalkPool AG Chur

On your instructions, we have audited the accompanying consolidated financial statements of TalkPool AG, which comprise the consolidated income statement, consolidated balance sheet, consolidated cash flow statement, consolidated statement of changes in equity and notes, for the year ended 31 December 2015.

Board of Directors’ responsibility

The Board of Directors is responsible for the preparation of the consolidated financial statements in accordance with the requirements of Swiss law and the consolidation and valuation principles de-scribed in the notes. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of consolidated financial statements that are free from ma-terial misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are rea-sonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our au-dit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those stand-ards require that we plan and perform the audit to obtain reasonable assurance whether the consoli-dated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial state-ments, whether due to fraud or error. In making those risk assessments, the auditor considers the in-ternal control system relevant to the entity’s preparation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also in-cludes evaluating the appropriateness of the accounting policies used and the reasonableness of ac-counting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to pro-vide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements for the year ended 31 December 2015 comply with Swiss law as well as with the consolidation and valuation principles described in the notes.

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PricewaterhouseCoopers AG

Dr. Hans Martin Meuli Martin Bettinaglio

Audit expert Auditor in charge

Audit expert

Chur, 3 May 2016

Enclosure:

- Consolidated financial statements (consolidated income statement, consolidated balance sheet, consolidated cash flow statement, consolidated statement of changes in equity and notes)

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EUR Notes 2015 2014

Net revenue from goods and services 1 10 352 683 8 853 520 Cost of sales 2 -8 288 028 -6 862 966 Gross margin 2 064 655 1 990 554

Selling expenses 3 -119 677 -138 261 Administrative expenses 3 -1 944 099 -1 671 369 Other operating income 4 559 573 22 621 Other operating expenses 4 -95 041 -149 253 Operating result 465 411 54 292

Financial income 5 76 431 144 790 Financial expenses 5 -404 509 -239 739 Profit/loss before income taxes 137 333 -40 657

Income taxes 6 12 465 112 982 Net profit 149 798 72 325

Other information Average number of shares 15 110 000 110 000 Earnings per share (no dilutive effects) 1,36 0,66

The above (consolidated income statement) should be read in conjunction with the accompanying notes.

TalkPool AG (Chur, Switzerland)

Consolidated income statement

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EUR Notes 31.12.2015 31.12.2014

AssetsCurrent assets Cash 595 415 362 560 Receivables from goods and services 1 642 811 2 381 745 Other short-term receivables 7 325 056 326 406 Inventories and uninvoiced services 8 820 040 1 067 669 Prepayments and accrued income 152 133 199 791 Total current assets 3 535 455 4 338 171

Non-current assets Financial assets 10 433 887 452 455 Investments in associates and joint venture 17 6 813 5 684 Property, plant and equipment 9 127 459 92 257 Intangible assets 11 222 080 135 225 Total non-current assets 790 239 685 620

TOTAL ASSETS 4 325 693 5 023 791

Liabilities and equityCurrent liabilitiesPayables due to suppliers 1 291 564 2 491 808 Short-term interest-bearing liabilities 12 123 777 113 811 Other short-term liabilities 13 662 031 410 473 Accrued liabilities and deferred income 14 391 031 793 228 Total current liabilities 2 468 403 3 809 320

Non-current liabilitiesLong-term interest-bearing liabilities 12 842 972 672 405 Total non-current liabilities 842 972 672 405

Total liabilities 3 311 375 4 481 724

EquityShare capital 15 71 645 71 645 Capital reserves 158 601 158 601 Cumulative foreign translation adjustments 422 055 195 620 Retained earnings 362 017 212 218 Own shares (–) 16 - -96 017 Equity excl. minority interests 1 014 318 542 067 Share of minority interests 17 - - Equity incl. minority interests - - Total equity 1 014 318 542 067

TOTAL LIABILITIES AND EQUITY 4 325 693 5 023 791

The above (consolidated balance sheet) should be read in conjunction with the accompanying notes.

Consolidated balance sheet

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EUR Notes 2015 2014

Operating activitiesNet profit 149 798 72 325 +/– amortization/depreciation intanbigle assets & property, plant and equipment 96 218 47 345 +/– increase/decrease of working capital and other movements -127 176 -231 518 Net cash flow from operating activities (operational cash flow) 118 840 -111 848

Investing activities– purchase of property, plant and equipment -62 964 -23 820 +/– inflow/outflow from change of financial assets -19 827 -32 205 – payments for the acquisition of Joint Ventures and associated companies - -7 535 – payments for the acquisition of subsidiaries (less/added cash acquired) -11 769 34 654 Net cash from investing activities -94 560 -28 906

Financing activities+/− purchase/disposal of own shares 130 072 -95 111 +/– issuance/repayment of interest-bearing liabilities 57 998 110 776 Net cash flow from financing activities 188 070 15 666

Currency translation effects 20 505 9 156 Net change in cash 232 855 -115 933

Opening balance of cash 1 January 362 560 478 492 Closing balance of cash 31 December 595 415 362 560

Consolidated cash flow statement

The above (consolidated cash flow statement) should be read in conjunction with the accompanying notes.

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EUR Share capital Capital

reserves

Cumulative foreign

translation adjustment

Retained earnings Own shares

Total equity excl.

minority interests

Share of minority interests

Total equity incl. minority

interests

1 January 2014 71 645 158 601 165 410 139 893 - 535 549 - 535 549 Purchase of own shares - - - - -96 017 -96 017 - -96 017 Net profit/loss - - - 72 325 - 72 325 - 72 325 Foreign currency differences - - 30 210 - - 30 210 - 30 210 31 December 2014 71 645 158 601 195 620 212 218 -96 017 542 067 - 542 067

1 January 2015 71 645 158 601 195 620 212 218 -96 017 542 067 - 542 067 Disposal of own shares - - - - 96 017 96 017 - 96 017 Net profit/loss - - - 149 798 - 149 798 - 149 798 Foreign currency differences - - 226 436 - - 226 436 - 226 436 31 December 2015 71 645 158 601 422 056 362 016 - 1 014 318 - 1 014 318

The above (consolidated statement of changes in equity) should be read in conjunction with the accompanying notes.

Consolidated statement of changes in equity

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Significant accounting principles

Basis for preparation The consolidated financial statements are based on the annual accounts of the Group companies for the year ending 31 December 2015, applying uniform accounting principles. The parent company, TalkPool AG, is a Swiss company and is governed by Swiss law and accounting principles. The consolidated financial statements have been prepared in compliance with the Swiss Code of Obligations (Art. 957 to 963b CO). The consolidated financial statements have been prepared on a voluntary basis. The financial statements are prepared on a going-concern assumption. For the accounting policies applied to individual items in the balance sheet, please see the corresponding sections of the notes. Description of business TalkPool delivers a comprehensive range of network design, engineering, implementation and managed services designs for the world’s foremost telecommunications operators, system vendors and prime contractors.TalkPool enables the Internet-of-Things (IoT) ecosystem by providing professional services and solutions for Internet of Things and the emerging cloud infrastructures. Through global partnership in Joint Ventures and franchising, TalkPool is enabling IoT and network services worldwide. Consolidation principles Companies where TalkPool AG owns more than 50% of the shares and therefore has control are fully consolidated. Businesses where TalkPools AG has jointly control under a joint venture agreement are proportionally consolidated. Associated companies are accounted for by using the equity method. The consolidated financial statements are prepared in accordance with the purchase method. The equity of the Group companies at the time of acquisition is offset against the carrying amount of the participating interest of the parent company. At this point in time, the assets and liabilities already recognised in the balance sheet of the Group companies are revalued at actual values, applying common the accounting principles of the Group. Any difference remaining after this revaluation between purchase price and the equity of the acquired company is capitalised as goodwill and amortised over the useful life. Assets and liabilities and income and expenses are recognised in their entirety for fully consolidated companies. Minority interests in the consolidated equity and the net result are disclosed separately (if material). All internal transactions and relationships between the Group companies are eliminated. Intra-group profits on such transactions are eliminated in the income statement. The companies that constitute the scope of the consolidation are listed in the notes to the consolidated financial statements. Associated companies are companies over which the Group exercises significant influence but over which it has no control or joint control. This influence is generally evident in the fact that the Group has a voting share representation of between 20% and 50% and also having access to the company’s up-to-date financial information is an indication of significant influence. Shares in associated companies are recognised according to the equity method and initially reported at acquisition cost. They are recognised as the share of equity on the balance sheet date and shown on the consolidated balance sheet in the financial assets and in the notes as “investments in associated companies”. The share in the profit or loss for the financial year is recognised in the consolidated income statement under "Financial result". Participating interests of less than 20% are valued at acquisition cost less any impairment. They are disclosed in the financial assets. Foreign currency translation The financial statements are presented in Euro (EUR). The parent company’s functional currency is the Swiss franc (CHF). Transactions in foreign currencies are translated to the functional currency at the average rate of the month. At year-end, monetary assets and liabilities in foreign currencies are revalued with the effect to the income statement at year-end rates. Foreign currency gains and losses arising from valuation of intra-group loans with equity character are recognised in the equity. Exchange rate differences arising from the revaluation of shares in associated companies are also recognised in the equity. Non-monetary assets and liabilites in foreign currencies are translated using the exchange rates at the rate at the time of each transaction. Translation of annual financial statements for consolidation The consolidated financial statements are presented in Euro (EUR). Assets and liabilities of Group companies denominated in a different currency are translated at year-end (reporting date) rates, equity at historical rates and the income statement and cash-flow statement at the average exchange rates for the year. The translation differences, which arise, are recognised in the equity without an impact on the income statement. Cash Cash comprises cash in hand as well as the cash balances in postal and bank accounts. They are recognised at nominal values. Inventories and uninvoiced services Inventories refer to work in progress for projects started at year-end but not completed. Work in progress is measured at the lower of acquisition or production cost and fair value less cost to sell. Uninvoiced services are work performed and completed but not yet invoiced at year-end. These are valued at purchase order value (selling price). For further information please see section “Revenue recognition”. Goodwill Goodwill is carried at cost, less accumulated amortization and any impairment losses. Goodwill is allocated to cash generating units and is tested for impairment, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Estimated useful life: -Goodwill 5 years

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Property, plant and equipment Tangible assets are recognised in the consolidated accounts at cost, less accumulated depreciation and any impairment losses. Cost includes the purchase price and costs directly attributable to the asset to put it in place and in the right condition for the use for which it was acquired. The carrying amount of an item of property, plant or equipment is derecognised from the balance sheet upon retirement or disposal of the asset or when no future economic benefits are expected from the asset’s use, retirement, or disposal. Gains or losses that arise from an asset’s disposal or retirement comprise the difference between the selling price and the carrying amount, less direct selling expenses. Estimated useful lives: Furniture and fittings 3-5 years Computers 3 years Tools and equipment 3-5 years Current and non-current interest-bearing liabilites Current and non-current interest-bearing liabilites are recognized at nominal value. Post-employment obligations The group operates various post-employment schemes which are defined contribution pension plans in accordance with local laws. For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. Revenue recognition Revenue from customer projects is recognised in the profit and loss of the year based on projects completed. Projects started and not completed at year-end are recognised in the balance sheet and recognised in profit and loss upon completion of the project. Revenue is recognised if it is probable that the economic benefits will flow to the Group. If there are material uncertainties about payment, appurtenant expenses, or guarantees, then no revenue recognition occurs. Revenue comprises the fair value of services sold and work performed, excluding value added tax. Revenue is recognised as follows: -Projects completed but not fully invoiced at year-end: upon completion all revenues and expenses referable to completed projects are recognised as profit or loss on the services rendered and work performed, i.e., revenues and expenses are recognised in the period in which the work is completed. Earned but not invoiced fees on the reporting date are recognised as work performed but not invoiced under the “Inventories and uninvoiced services” . - Projects started not fully completed at year-end: work invoiced and expenses incurred for projects started but not fully completed at year-end are recognised in the balance sheet as work in progress under the heading “Inventories and uninvoiced services” and prepayments from customers under “Accrued liabilities and deferred income”. The work in progress is measured at the lower of acquisition or production cost and fair value less cost to sell. Revenue of these projects is recognised upon full completion of the project. Income taxes The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company’s subsidiaries and associates operate and generate taxable income. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred income tax receivables are included in "Financial assets" and deferred income tax liabilities are included in "Accrued liabilities and deferred income".

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Notes

Comments on the income statement and the balance sheet

1 Net revenue from goods and services2015 2014

Net sales by country EUR EURHaiti 5 972 857 4 903 277 Germany 883 811 2 101 800 Mexico 105 115 370 546 Uganda 1 118 280 725 009 Botswana 313 730 63 533 Kenya 590 485 41 060 Tanzania 1 235 141 67 294 Other 133 264 581 001 Total net sales by country 10 352 683 8 853 520

2 Cost of sales 2015 2014EUR EUR

Direct cost of sales -6 940 764 -5 549 115 Cost of consultants -958 427 -860 659 Salaries projects -388 837 -453 191 Total cost of sales -8 288 028 -6 862 966

3 Expenses by nature 2015 2014EUR EUR

Depreciation of property, plant and equipment -41 672 -23 482 Salaries including social charges -858 340 -758 463 Other personnel expenses -107 912 -120 496 Operating expenses -387 594 -241 487 Administration expenses -668 258 -665 702 Total -2 063 776 -1 809 630

4 Other operating income and expenses 2015 2014EUR EUR

Release of prior year liabilities 511 493 -Unrealised exchange gain 47 349 22 621 Other income 731 -Total other income 559 573 22 621

Depreciation of intangible assets (Goodwill) -54 546 -23 863 Unrealised exchange loss -39 524 -9 855 Other expenses -971 -115 535 Total other expenses -95 041 -149 253

Total 464 532 -126 632

The release is a result of renegotiation of outstanding liabilities to subcontractors in Mexcio for the years 2012/2013 amounting to EUR 511 thousand.

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5 Financial income and expenses2015 2014EUR EUR

Interest income 2 24 825 Currency translation gains 37 963 119 965 Other financial income 38 466 -Total financial income 76 431 144 790

Interest / bank expenses -68 162 -76 164 Currency translation losses -229 891 -75 433 Other financial expenses -106 456 -88 142 Total financial expenses -404 509 -239 739

Total -328 078 -94 949

6 Taxes2015 2014EUR EUR

Current tax expense/income -36 673 112 968 Deferred tax expense 49 138 14 Total 12 465 112 982

7 Other short-term receivables31.12.2015 31.12.2014

EUR EURVAT receivable 133 514 214 240 Other tax receivables 119 181 49 420 Other receivables shareholders 28 381 12 589 Prepayment to suppliers 19 986 21 044 Other short-term receivables 23 994 29 113 Total 325 056 326 406

Other tax receivables mainly relate to withholding tax.

8 Inventories and uninvoiced services31.12.2015 31.12.2014

EUR EURInventories 333 893 514 634 Uninvoiced services 486 147 553 035 Total 820 040 1 067 669

9 Property, plant and equipment31.12.2015 31.12.2014

Other fixed tangible assets EUR EURCostOpening balance 446 066 477 598 Additions 62 964 23 820 Balances regarding acquired/divested businesses 42 561 62 694 Sales/disposals -1 080 -124 398 Translation adjustment 16 026 6 352 Closing balance 566 537 446 066

Accumulated depreciationOpening balance -353 809 -310 435 Depreciation -41 672 -23 482 Balances regarding acquired/divested businesses -21 428 -34 706 Sales/disposals - 20 113 Translation adjustment -22 169 -5 299 Closing balance -439 078 -353 809

Net carrying value 127 459 92 257

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10 Financial assets31.12.2015 31.12.2014

EUR EURDeferred tax assets 363 116 339 752 Other joint-venture financial assets 27 254 16 051 Other related parties financial assets 43 517 96 652 Total 433 887 452 455

11 Intangible assets31.12.2015 31.12.2014

Goodwill EUR EURCostOpening balance 159 088 - Additions 174 125 153 602Translation adjustment -37 092 5 486 Closing balance 296 121 159 088

Accumulated amortizationOpening balance -23 863 - Amortization -54 546 -23 863 Translation adjustment 4 368 - Closing banlance -74 041 -23 863

Net carrying value 222 080 135 225

12 Financial liabilities31.12.2015 31.12.2014

EUR EURCredit facility 123 777 113 811 Total current interest-bearing liabilities 123 777 113 811

Bank loans 554 076 498 792 Loans from third parties 16 533 14 883 Loans from related parties 96 906 38 188 Loans from shareholders 175 457 120 541 Total non-current interest-bearing liabilities 842 972 672 405

Total 966 749 786 216

31.12.2015 31.12.2014Maturity of non-current interest-bearing liabilities EUR EUR 2-5 years 96 906 38 188 More than 5 years 746 066 634 217 Total non-current financial liabilities 842 972 672 405

The bank loan amounts to CHF 600 000 as per 31.12.2015 (CHF 600 000 31.12.2014), the increase is attributable to translation fromCHF to EUR.

13 Other short-term liabilities31.12.2015 31.12.2014

EUR EURVAT liability 356 584 279 959 Other tax liabilities 182 159 71 618 Other short-term liabilities 123 288 58 896 Total 662 031 410 473

Other tax liabilities mainly relate to withholding tax and payroll tax.

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14 Accrued liabilities and deferred income31.12.2015 31.12.2014

EUR EURAccrued project expenses 145 693 587 418 Advances from customers 24 936 - Personnel related accruals 33 401 17 601 Income tax liability 55 755 13 832 Deferred tax liability 10 166 34 493 Other accrued costs 121 080 139 884 Total 391 031 793 228

15 Equity

As of 31.12.2015, 110 000 (as of 31.12.2014: 110 000) registered shares at a nominal CHF 1 were issued.

16 Own shares31.12.2015 31.12.2015 31.12.2014 31.12.2014

Number shares EUR Number shares EUROpening balance 8 250 - Additions 1 100 18 369 10 000 115 286 Disposals -9 350 -166 806 -1 750 -25 695 Closing balance - 8 250

17 Summary of group companies, joint ventures and associated organisations

Company Domicile Purchased/ established CurrencyShare of capital

31.12.2015Share of capital

31.12.2014TalkPool Deutschland AG Germany 2014 EUR 100% 100%TalkPool Network Services Ltd. Uganda 2014 UGX 99% 99%TalkPool S. de R.L. de C.V Mexico 2011 MXN 99% 99%

Tanzania 2015 TZS 99% -

Kenya 2014 KES 96% 96%

Botswana 2014 BWP 50% 50%TalkPool LLC USA 2012 USD 24% 24%TalkPool AB Sweden 2014 SEK 33% 33%

All the group companies, joint ventures and associated companies have the same year-end closing as the parent company, i.e. 31.12.2015.The share of capital in Uganda, Mexcio and Tanzania is less than 100% but no minority interest is accounted for since the 1% ownershipsby the minority is only due to legal requirements in the respective country.

18 Business combinations31.12.2015 31.12.2014

Acquisitions 2014-2015 EUR EURTotal consideration paid 15 156 1 386

Net assets acquiredCash and cash equivalents 3 387 36 040 Tangible assets 19 879 26 996 Other assets 411 802 424 827 Other liabilities -594 037 -640 079 Total identified net assets -158 969 -152 216 Goodwill 174 125 153 602 Total 15 156 1 386

The acquisition in 2014 refers to TalkPool Netweork Services Ltd., Uganda which was legally acquired as per 09.04.2014. During 2014 theentities and in Kenya, Sweden and Botswana were established. The acquisition in 2015 refers to TalkPool Network Services Ltd., Tanzania which was legally acquired as per 13.04.2015.

TalkPool Network Services Ltd.TalkPool Telecom Network Services Ltd.TalkPool Telecom Network Services Ltd.

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19 Events occurring after the balance sheet dateThe Board of Directors have made a decision of a initial public offering ("IPO") of the Company’s shares on Nasdaq First North in Sweden.The first day of trading is 25 May, 2016.

As a consequence of the listing of the Company's shares on Nasdaq First North a split of the shares has been decided by the General Meetingon 4 March, 2016.The existing shares, 110 000, will be split into 2 200 000 shares with a nominal value of CHF 0.5.Further, the annual general meeting unanimously resolved to authorise the Board of Directors to increase share capital in the amount ofCHF 55'000 until the date of the ordinary general meeting in 2017, at the latest until 30 June 2017.

Events after the balance sheet date were considered until 2.5.2016. On this date, the consolidated financial statements were approved by the Board of Directors of TalkPool AG.

20 Exchange ratesAverage rate Average rate Year-end rate Year-end rate

2015 2014 31.12.2015 31.12.2014EUR/CHF 0.93657 0.82347 0.92346 0.83132EUR/MXN 0.05689 0.05668 0.05290 0.05570EUR/UGX 0.00028 0.00029 0.00027 0.00029EUR/BWP 0.08773 0.08724 0.08076 0.08496EUR/KES 0.00905 0.00843 0.00879 0.00856EUR/TZS 0.00044 - 0.00041 -

Ordinary Audit Report EN-23558TP Group Financial Statement 2015_FINAL

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2016-05-03T08:33:12+0200