KOPY GOLDFIELDS AB The shareholders of
The board of directors has resolved that the annual general meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the annual general meeting.
Information on the decisions of the annual general meeting will be published as soon as the outcome of the postal voting is finally compiled on
Right to attend the general meeting
Shareholders who wish to participate through advance voting in the general meeting must:
• on the record date, which is Friday
• notify the Company of their intention to participate in the general meeting by casting their advance votes in accordance with the instructions below so that the advance voting form is received by the Company no later than on Monday
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should be submitted to the Company by mail at the address set forth above and at the Company’s disposal no later than on Monday
Advance voting
The board of directors has resolved that the annual general meeting will be carried out through advance voting. Thus, the shareholders may exercise their voting rights at the general meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form must be used for advance voting. The form is available at www.kopygoldfields.com. The advance voting form is valid as a notification to the annual general meeting.
In the advanced voting form, the shareholders may request that resolution in one or more of the matters raised in the proposed agenda be postponed to a so-called continued general meeting, which may not be held solely by advanced voting. Such a continued meeting for a decision in a specific matter shall take place if the meeting decides on it or if the owners of at least one tenth of all shares in the Company so requests.
The completed voting form must be received by the Company no later than on Monday
Further instructions and conditions are included in the form for advance voting.
Draft agenda
1. Opening of the meeting and election of chairman of the meeting and appointment of the keeper of the minutes
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one person to certify the minutes
5. Determination of whether the meeting was duly convened
6. Presentation of the submitted annual report and auditors' report and the consolidated annual report and the auditors' report for the group
7. Resolution:
a. regarding the adoption of the income statement and balance sheet and the consolidated income statement and balance sheet
b. regarding allocation of profit or loss in accordance with the adopted balance sheet and the consolidated balance sheet
c. regarding the discharge from liability of the board members and of the managing director
8. Determination of fees for the board and for the auditor
9. Determination of the number of directors and auditors
10. Election of the board and an auditing company
11. Resolution regarding adoption of principles for the nomination committee
12. Resolution regarding authorization for the board to issue shares, warrants and/or convertibles
13. Resolution regarding incentive program 2022/2025 for senior executives and employees through issuance and transfer of warrants
a. Resolution regarding issue of warrants
b. Resolution regarding approval of transfer of warrants
14. Resolution regarding incentive program 2022/2026 for directors through issuance and transfer of warrants
a. Resolution regarding issue of warrants
b. Resolution regarding approval of transfer of warrants
15. Closing of the meeting
Proposed resolutions
Item 1: Opening of the meeting and election of chairman of the meeting and appointment of the keeper of the minutes
The nomination committee proposes that Carl Svernlöv, attorney at law, Baker & McKenzie Advokatbyrå KB is appointed as chairman of the general meeting and keeper of the minutes or, in his absence, the person appointed by him.
Item 2: Drawing up and approval of the voting list
The voting list proposed for approval by the general meeting is the voting list prepared by the Company, based on the Company's share register received by
Item 3: Approval of the agenda
The board of directors proposes that the general meeting approves the proposed agenda as set forth above.
Item 4: Election of one person to certify the minutes
The board of directors proposes that Elsa Sefastsson LL.M, at Baker & McKenzie Advokatbyrå KB or, in her absence, the person or persons instead appointed by her, to be elected to certify the minutes of the general meeting. The task of certifying the minutes of the general meeting also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the general meeting.
Item 7b: Resolution regarding the profit or loss of the Company in accordance with the adopted balance sheet and the consolidated balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.
Items 8-10: Determination of fees for the board and for the auditor, number of directors and auditors and election of the board and an auditing company
The nomination committee proposes that the remuneration to each director elected by the meeting and who is not employed by the Company or the group shall be
The nomination committee further proposes that remuneration for members of the remuneration and audit committee shall be
Moreover, the committee proposes to compensate the members of the ESG committee, which was constituted immediately after the AGM 2021 and has been active since then, retroactively for the time until the end of the general meeting 2022 by
In addition, the members of the board shall be eligible for participation in the incentive program 2022/2026 for board members.
Remuneration to the auditor is to be paid according to approved invoice.
The nomination committee proposes that the board of directors shall consist of three directors without deputies.
The nomination committee further proposes that the company shall have one registered auditing firm as auditor.
The nomination committee proposes that
The nomination committee also proposes re-election of the registered auditing firm Öhrlings
Further information regarding the for re-election proposed directors is available at the company's website www. kopygoldfields.com and in the annual report for 2020.
Item 11: Resolution regarding adoption of principles for the nomination committee
The nomination committee propose that the following principles for the nomination committee are adopted (the principles are the same as last year):
1. Role of the nomination committee
1.1 The Company shall have a nomination committee with the task of preparing and proposing decisions to the annual, and as applicable extra, shareholders’ meetings on electoral and remuneration issues and, where applicable, procedural issues for the appointment of the subsequent nomination committee. The nomination committee is to propose:
• the chairman of the annual general meeting;
• candidates for the post of chairman and other directors of the board;
• fees and other remuneration to each director;
• fees to members of committees within the board;
• election and remuneration of the Company auditor; and
• principles for the nomination committee.
1.2 The nomination committee shall in its assessment of the evaluation of the board an in its proposal in particular take into consideration the requirement of diversity and breadth on the board and strive for equal gender distribution.
1.3 The nomination committee shall give proposal regarding election of and remuneration to the auditor.
1.4 Regardless of how they have been appointed, the members of the nomination committee are to promote the interests of all shareholders of the Company.
2. Members of the nomination committee
2.1 The nomination committee shall consist of four members, of whom three shall be nominated by the Company’s three largest shareholders by voting power and the fourth shall be the chairman of the board. The chairman of the board shall as soon as reasonably practicable after the end of the third quarter, in an adequate manner, contact the three owner-registered largest shareholders, by voting power, according to the share register maintained by
2.2 Unless otherwise agreed between the members, the chairman of the nomination committee shall be nominated by the largest shareholder by voting power. The chairman of the board shall never be the chairman of the nomination committee.
2.3 If a member nominated by a shareholder, during the year ceases to be one of the Company’s three largest shareholders by voting powers, the member nominated by such shareholder shall resign from the nomination committee. Instead, a new shareholder among the three largest shareholders shall be entitled to independently and in its sole discretion appoint a member of the nomination committee. However, no marginal changes in shareholding and no changes in shareholding which occur later than three months prior to the annual general meeting shall lead to a change in the composition of the nomination committee, unless there are exceptional reasons.
2.4 If a member of the nomination committee resigns before the nomination committee has completed its assignment, for reasons other than set out in item 2.3, the shareholder who nominated such member shall be entitled to independently and in its sole discretion appoint a replacement member. If the chairman of the board resigns from the board, his/her successor shall replace the chairman of the board also on the nomination committee.
3. Announcement of the nomination committee members
3.1 The chairman of the board shall ensure that the names of the members of the nomination committee, together with the names of the shareholders of whom they have been nominated, are published on the Company’s website no later than six months before the annual general meeting.
3.2 If a member leaves the nomination committee during the year, or if a new member is appointed, the nomination committee shall ensure that such information, including the corresponding information about the new nomination committee member, is published on the website.
3.3 A change in the composition of the nomination committee shall be published immediately.
4. Proposals to the nomination committee
4.1 Shareholders shall be entitled to propose board members for consideration by the nomination committee. The nomination committee shall provide the Company with information on how shareholders may submit recommendations to the nomination committee. Such information will be announced on the Company’s website.
4.2 The chairman of the board of directors shall, as part of the work of the nomination committee, keep the nomination committee informed about the work of the board of directors, the need for particular qualifications and competences, etc., which may be of importance for the work of the nomination committee.
5. Proposals by the nomination committee
5.1 When preparing its proposals, the nomination committee shall take into account that the board of directors is to have a composition appropriate to the Company’s operations, phase of development and other relevant circumstances. The directors shall collectively exhibit diversity and breadth of qualifications, experience and background. The nomination committee shall further strive for equal gender distribution.
5.2 The nomination committee shall provide the Company with its proposals for board members in such time that the Company can present the proposals in the notice of the shareholders’ meeting where an election is to take place.
5.3 When the notice of the shareholders’ meeting is issued, the nomination committee shall issue a statement on the Company’s website explaining its proposals regarding the composition of the board of directors. The nomination committee shall in particular explain its proposal against the background of the requirement to strive for an equal gender distribution. The statement is also to include an account of how the nomination committee has conducted its work. In case a resigning managing director is nominated for the position of chairman of the board of directors, the nomination committee shall specifically explain the reasons for such proposal.
5.4 The nomination committee shall ensure that the following information on candidates nominated for election or re-election to the board of directors is posted on the Company’s website at the latest when the notice to the shareholders’ meeting is issued:
• year of birth, principal education and work experience;
• any work performed for the Company and other significant professional commitments;
• any holdings of shares and other financial instruments in the Company owned by the candidate or the candidate’s related natural or legal persons;
• whether the nomination committee deems the candidate to be independent from the Company and its executive management, as well as of the major shareholders in the Company. If the committee considers a candidate independent regardless of the existence of such circumstances which, according to the criteria of the Swedish Code of Corporate Governance, may give cause to consider the candidate not independent, the nomination committee shall explain its proposal; and
• in the case of re-election, the year that the person was first elected to the board.
6. Account of the work of the nomination committee
6.1 All members of the nomination committee, where possible, and as a minimum one of the members, shall be present at the annual general meeting.
6.2 The nomination committee shall at the annual general meeting, or other shareholders’ meetings where an election is to be held, give an account of how it has conducted its work and explain its proposals against the background of what is provided about the composition of the board in 5.1. The nomination committee shall in particular explain its proposal against the background of the requirement in 5.1 to strive for an equal gender distribution.
7. Fees and Costs
7.1 No fee shall be payable by the Company to any member of the nomination committee.
7.2 The Company shall bear all reasonable costs associated with the work of the nomination committee. Where necessary, the nomination committee may engage external consultants to assist in finding candidates with the relevant experience, and the Company shall bear the costs for such consultants. The Company shall also provide the nomination committee with the human resources needed to support the nomination committee’s work.
8. Confidentiality
8.1 A member of the nomination committee may not unduly reveal to anyone what he/she has learned during the discharge of his/her assignment as a nomination committee member. The duty of confidentiality applies to oral as well as written information and applies also after the assignment has terminated.
8.2 A nomination committee member shall store all confidential materials that he/she receives by reason of the nomination committee assignment in a manner so that the materials are not accessible to third parties. After the assignment has terminated, a nomination committee member shall hand over to the chairman of the board all confidential materials that the nomination committee member has received in his/her capacity as nomination committee member and still has in his/her possession, including any copies of the materials, to the extent reasonably possible taking into account inter alia technical aspects.
8.3 The chairman of the nomination committee may make public statements about the work of the nomination committee. No other nomination committee member may make statements to the press or otherwise make public statements regarding the Company and the Company group unless the chairman of the board has given permission thereto.
Item 12: Resolution regarding authorization for the board to issue shares, warrants and/or convertibles
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, corresponding to not more than 20 percent of the share capital of the Company after completed issuances based on the number of shares at the time of the annual general meeting, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board of directors to be authorized to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above, is to increase the flexibility of the Company to expand through M&A activities and to facilitate broadening of the shareholder base among institutional investors in order to support additional growth and stock market liquidity.
Issuances of new shares, convertibles and warrants under the authorization shall be made on customary terms and conditions based on current market conditions.
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Item 13: Resolution regarding incentive program 2022/2025 for senior executives and employees through issuance and transfer of warrants
The board of directors of the Company proposes that the annual general meeting resolves to implement an incentive program through issuance of warrants to senior executives, employees and other key persons within the Company and the company group and to the Company, with subsequent transfer to senior executives, employees and other key persons within the Company and the company group ("Incentive program 2022/2025") in accordance with the below.
Background and rationale
The purpose of the proposal is to establish conditions to maintain and increase the motivation of senior executives, employees and other key persons within the Company and company group. The board of directors finds that it is in all shareholders' interest that senior executives, employees and other key persons, which are considered important to the development of the company group, have a long term interest in developing high value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest for the Company's shareholders and the participant.
Resolutions in accordance with items 13a and 13b below shall be made as one resolution and are therefore conditional on each other. A resolution in accordance with this item 13 is valid where supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting.
A description of other incentive programs, the preparation of the proposal, costs for the program and effect on important key figures etc. is presented below.
Item 13.a: Resolution regarding issue of warrants
The board of directors of the Company proposed that the annual general meeting resolves to issue a maximum of 6,500,000 warrants, which may result in a maximum increase in the Company's share capital of
The following terms shall apply to the issuance:
The warrants shall be subscribed for by senior executives, employees and key persons in the Company and company group and the Company, with the right and obligation to, at one or several occasions, transfer the warrants to senior executives, employees and key persons, who are or will become employed by the Company or within the company group
The warrants shall be subscribed for as of
The Company and the senior executives, employees and key persons in the Company and company group outside
Senior executives, employees and key persons within the Company and company group will within Incentive program 2022/2025, be offered to subscribe for warrants divided into two different categories as set out below:
A. The management of the company group comprising of up to 9 positions, where the managing director may acquire a maximum of 1,000,000 warrants and 8 positions a maximum of 500,000 warrants, in total 5,000,000 warrants; and
B. A maximum of 5 other key persons within the company group are offered to subscribe for a maximum of 300,000 warrants each and in total 1,500,000 warrants.
The Company has the right to subscribe for the warrants which are not subscribed for by the categories set out above that later may be offered to current (who are not subscribing for their whole offered part) and future senior executives, employees and other key persons within the company group in accordance with the proposed allotment principles, in accordance with item 13b.
Payment for subscribed warrants issued for payment shall be made in cash no later than on
Each warrant entitles to subscription of one (1) new share in the Company during the period from
The subscription price shall be determined to an amount equal to 130 percent of the volume weighted average price at Nasdaq First North Growth Market during the period from
A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by
The purpose of the issuance and the deviation from the shareholders preferential rights is to implement the Incentive program 2022/2025. The purpose is to establish conditions to maintain and increase the motivation of senior executives, employees and other key persons within the Company and company group. The board of directors finds that it is in all shareholders interest that senior executives, employees and other key persons, which are considered important to the future development of the company group, have a long term interest in developing high value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest for the Company's shareholders and the participant.
The complete terms and conditions for the warrants, including conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to, will be available at the Company no later than three weeks before the annual general meeting.
The board of directors or a person nominated by it, shall be authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office and, if applicable,
Item 13.b: Resolution regarding approval of transfer of warrants
The board of directors of the Company proposes that the annual general meeting resolves to approve that the Company may transfer the number of warrants in the Company of series 2022/2025, that are not subscribed for by the categories as set out in item 13a, to future senior executives, employees and other key persons within the Company and company group, or in any other matter dispose of the warrants to fulfill the obligations under Incentive program 2022/2025.
The Company shall be entitled to retain warrants that later may be offered to current (who are not subscribing for their whole offered part) and future senior executives, employees and other key persons within the company group in accordance with the proposed acquisition and allotment principles.
Future senior executives, employees and key persons within the Company and company group will within Incentive program 2022/2025, be offered to acquire warrants in accordance with the principles for allotment set out in item 13a.
The board of directors of the Company will not participate in Incentive program 2022/2025.
Notification to acquire warrants shall be made during the period from
Transfer of the warrants shall be made at no consideration for participants outside
The warrants shall be transferred to senior executives, employees and other key persons no later than
Item 14: Resolution regarding incentive program 2022/2026 for directors through issuance and transfer of warrants
Background and rationale
The shareholder
The purpose of the proposed program and the reason for the deviation from the shareholders’ preferential rights, is to offer the mentioned directors of the board a possibility to take part in a value growth in the Company's share, which is expected to increase the long-term commitment to the Company’s operation and earnings development and to raise the motivation and sense of belonging with the Company. The proposer considers that the program may have a positive impact on the Company’s continued development to the benefit of the Company and its shareholders.
Resolutions in accordance with items 14a and 14b below shall be made as one resolution and are therefore conditional on each other. A resolution in accordance with this item 14 is valid where supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting.
A description of other incentive programs, the preparation of the proposal, costs for the program and effect on important key figures etc. is presented below.
Item 14.a: Resolution regarding issue of warrants
The following terms shall apply to the issuance:
The warrants shall be subscribed for by the Company, with the right and obligation to, at one or several occasions, transfer the warrants to elected directors, in accordance with what is stated in item 14b.
The warrants shall be subscribed for as of
The Company has the right to subscribe for warrants without consideration or at a price equal to the warrant's market value, which shall be calculated according to the Black & Scholes valuation model or other generally accepted valuation model made by an independent appraiser, audit firm or valuation expert.
Payment for subscribed warrants issued for payment shall be made in cash no later than on
Each warrant entitles to subscription of one (1) new share in the Company during the period from
The subscription price shall be determined to an amount equal to 130 percent of the volume weighted average price at Nasdaq First North Growth Market during the period from
A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by
The purpose of the issuance and the deviation from the shareholders preferential rights is to implement the Incentive program directors 2022/2026.
The complete terms and conditions for the warrants, including conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to, will be available at the Company no later than three weeks before the annual general meeting.
The board of directors or a person nominated by it, shall be authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office and, if applicable,
Item 14.b: Resolution regarding approval of transfer of warrants
The following terms shall apply to transfers:
Right to acquire warrants from the Company shall be attributed to the directors who are elected by the annual general meeting, who each – personally or through a wholly-owned company – shall be entitled to acquire a maximum of 360,000 warrants. The chairman of the board of directors – personally or through a wholly-owned company – shall be entitled to acquire a maximum of 560,000 warrants. A participant can give notice of acquisition of a lower, but not a higher, number of warrants than he/she is entitled to acquire according to the above.
Notification to acquire warrants shall be made no later than
Transfer of the warrants shall be made at a price equal to the warrant's market value at the time of transfer, which shall be calculated according to the Black & Scholes valuation model or other generally accepted valuation model. Valuation of the options shall be performed by an independent appraiser, audit firm or valuation expert.
Payment for warrants to be acquired shall be made no later than
Preparations of the proposals etc.
Incentive program 2022/2025 has been prepared by the board of directors and external advisors. Incentive program directors 2022/2026 has been prepared by shareholders and externa advisors.
Incentive program 2022/2025
Subscription (except by the Company and participants outside
In order to encourage participation in Incentive Program 2022/2025 for participants in
The senior executives, employees and key persons in the Company and company group outside
The total cost for the Company for Incentive Program 2022/2025 is thereby expected to amount to approximately
Incentive program directors 2022/2026
Transfer of the warrants shall be made at a price equal to the warrant's fair market value, which means no social fees should arise for the company group in connection with the subscription and transfer of warrants. The warrants fair market value, according to a preliminary valuation based on the market value of the underlying share of
As the warrants are subscribed for and transferred at fair market value, it is the Company´s assessment that there will be no social fees for the Company as a result of the subscriptions and transfers. The costs will therefore consist only of minimal costs for the implementation and administration of Incentive program 2022/2025 and Incentive program directors 2022/2026 plus
It shall be noted that all calculations above are preliminary, based on assumptions and are only intended to provide an illustration of what costs of the Incentive Program 2022/2025 and Incentive program directors 2022/2026 may include. Actual costs may therefore deviate from what has been stated above.
Other outstanding share based incentive programs
The Company has previously established four incentive programs, series 2019/2022 ("Incentive program 2019/2022:1"), series 2019/2022 ("Incentive program 2019/2022:2"), series 2021/2024 ("Incentive program 2021/2024") and series 2021/2024 ("Incentive program 2021/2025").
There are 945,000 outstanding warrants under the Incentive program 2019/2022:1. Each such warrant entitles the holder to subscribe for one new share in the Company during the period from
There are 1,890,000 outstanding warrants under the Incentive program 2019/2022. Each such warrant entitles the holder to subscribe for one new share in the Company during the period from
There are 8,000,000 outstanding warrants under the Incentive program 2021/2024. Each such warrant entitles the holder to subscribe for one new share in the Company during the period from
There are 1,280,000 outstanding warrants under the Incentive program 2021/2025. Each such warrant entitles the holder to subscribe for one new share in the Company during the period from
For more information, see the Company's annual report for 2020.
Dilution
The total number of registered shares and votes at the time of this proposal amount to 903,204,375. The maximum dilution of Incentive program 2022/2025 and Incentive program directors 2022/2026 is estimated to be a maximum of approximately 0.85 percent of the total number of shares and votes in the Company (calculated on the number of existing shares the Company), assuming full subscription and exercise of all warrants offered. The maximum dilution of Incentive program 2022/2025 and Incentive program directors 2022/2026 plus the other outstanding incentive programs in the Company is estimated to be a maximum of approximately 2.16 percent, assuming full subscription and exercise of all warrants offered and outstanding.
Majority requirements
Resolution in accordance with item 12 is valid where supported by shareholders representing at least two thirds of the votes cast and the shares represented at the general meeting.
A resolution in accordance with items 13 and 14 requires support by shareholders holding not less than nine-tenths of both the shares voted and of the shares represented at the general meeting, due to the fact that the issue and transfer of warrants is made to persons who belong to one or more of the categories according to Ch. 16 of the Swedish Companies Act.
Number of shares and votes
The total number of shares and votes in the Company as of the date of the notice amounts to 903,204,375.
Other
Copies of accounts, auditor statement, proxy form and advance voting form are available at the Company at the below address and at the Company's website, www.kopygoldfields.com, at least three weeks in advance of the annual general meeting. The complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company on the address Eriksbergsgatan 10, 114 30
The board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the general meeting on matters that may affect the assessment of an item on the agenda or the Company's financial information. Such duty to provide information applies also to the Company's relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries as specified in the foregoing sentence. A request for such information shall be received by the Company in writing no later than ten calendar days prior to the meeting, i.e.,
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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The board of directors
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