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duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. Annex Tesco Profit Forecast In the Prospectus and the Circular, Tesco includes the following statement, which for the purposes of Rule 28 of the Code constitutes a profit forecast for the financial year ending 24 February 2018: "The Tesco Directors expect the Tesco Group to deliver at least £1.575 billion group operating profit before exceptional items in respect of the financial year ending 24 February 2018. Basis of preparation The Tesco Directors hereby confirm that the Tesco Profit Forecast has been properly compiled on the basis stated below and that the basis of accounting used is consistent with Tesco's accounting policies, which are in accordance with IFRS and are those that Tesco will apply in preparing its financial statements for the 52 weeks ending 24 February 2018. The Tesco Directors have prepared the Tesco Profit Forecast based on the unaudited interim financial results for the 26 weeks ended 26 August 2017, the unaudited management accounts for the 18 weeks ended 30 December 2017 and a forecast for the remaining period ending 24 February 2018. In preparing the Tesco Profit Forecast, the Tesco Directors made the following assumptions: Factors outside the influence or control of the Tesco Directors Factors within the influence or control of the Tesco Directors The Board of Directors on behalf of Tesco PLC Tesco House, Shire Park, Kestrel Way Welwyn Garden City United Kingdom AL7 1GA Greenhill & Co. International LLP Lansdowne House 57 Berkeley Square London W1 6ER Barclays Bank PLC, acting through its Investment Bank 5 The North Colonnade Canary Wharf London E14 4BB Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB 5 February 2018 Dear Sirs Merger of Tesco PLC and Booker Group plc We report on the profit forecast comprising group operating profit before exceptional items
of Tesco plc (the "Company") and its subsidiaries (together the "Tesco Group") for the 52 weeks ending 24 February 2018 (the "Tesco Profit Forecast"). The Tesco Profit Forecast, and the material assumptions upon which it is based, are set out in Annex A of the announcement by Tesco in relation to publication of documents relating to the recommended cash and share merger with Booker Group plc dated 5 February 2018 (the "Announcement"). It is the responsibility of the directors of the Company (the "Directors") to prepare the Tesco Profit Forecast in accordance with the requirements of Rule 28 of the City Code on Takeovers and Mergers (the "Takeover Code"). It is our responsibility to form an opinion as required by Rule 28.1(a) of the Takeover Code as to the proper compilation of the Tesco Profit Forecast and to report that opinion to you. This report is given solely for the purposes of complying with Rule 28.1(a)(i) of the Takeover Code and for no other purpose. Therefore, to the fullest extent permitted by law we do not assume any other responsibility to any person for any loss suffered by any such person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 23.2 of the Takeover Code, consenting to its inclusion in the Announcement. Basis of Preparation of the Tesco Profit Forecast The Tesco Profit Forecast has been prepared on the basis stated in Annex A of the Announcement and is based on the unaudited interim financial results for the 26 weeks ended 26 August 2017, the unaudited management accounts for the 18 weeks ended 30 December 2017 and a forecast for the remaining period ending 24 February 2018. The Tesco Profit Forecast is required to be presented on a basis consistent with the accounting policies of the Tesco Group. Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included evaluating the basis on which the historical financial information included in the profit forecast has been prepared and considering whether the Tesco Profit Forecast has been accurately computed based upon the disclosed assumptions and the accounting policies of the Tesco Group. Whilst the assumptions upon which the Tesco Profit Forecast are based are solely the responsibility of the Directors, we considered whether anything came to our attention to indicate that any of the assumptions adopted by the Directors which, in our opinion, are necessary for a proper understanding of the Tesco Profit Forecast have not been disclosed or if any material assumption made by the Directors appears to us to be unrealistic. We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Tesco Profit Forecast has been properly compiled on the basis stated. Since the Tesco Profit Forecast and the assumptions on which it is based relate to the future and may therefore be affected by unforeseen events, we can express no opinion as to whether the actual results reported will correspond to those shown in the Tesco Profit Forecast and differences may be material. Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices. We have not consented to the inclusion of this report and our opinion in any registration statement filed with the SEC under the US Securities Act of 1933 (either directly or by incorporation by reference) or in any offering document enabling an offering of securities in the United States (whether under Rule 144A or otherwise). We therefore accept no responsibility to, and deny any liability to, any person using this report and opinion in connection with any offering of securities inside the United States of America or who makes a claim on the basis they had acted in reliance on the protections afforded by United States of America law and regulation. In our opinion, the Tesco Profit Forecast has been properly compiled on the basis stated and the basis of accounting used is consistent with the accounting policies of the Tesco Group. Yours faithfully Deloitte LLP Deloitte LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 2 New Street Square, London EC4A 3BZ, United Kingdom. Deloitte LLP is the United Kingdom affiliate of Deloitte NWE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NWE LLP do not provide services to clients. Please see The Board of Directors
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DATE HEADLINE OUTLET SOURCE TYPE 05
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05-Feb-2018 Singapore Banks lead th
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05-Feb-2018 UK bank Lloyds follows
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05-Feb-2018 Lloyds to ban credit ca
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05-Feb-2018 Bitcoin purchases using
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05-Feb-2018 Banks ban credit card B
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04-Feb-2018 February's best Qantas
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04-Feb-2018 Defeat 'a bitter pill t
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04-Feb-2018 Property Transfers: Fra
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03-Feb-2018 0.2 per cent away from
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Publication Date Headline Outlet UR
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sale at risk as Nestle bows out - s
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***** WHAT'S ON THE RADAR FOR THE E
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egional STOXX are falling and no su
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hard to find any positive signs aro
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Snippet I’d pretty much landed my
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if your deadline is in June, you mi
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Snippet (Repeats for system reasons
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(Helen Reid) ***** EURO AREA PMIS C
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In a disastrous opening to the game
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Snippet (Repeats for system reasons
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Resources. Ryanair shares are indic
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after Friday's U.S. payrolls report
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“Savedir i annan de laspe. I anna
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It then sweeps the cash into a savi
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Snippet The 3 Singapore banks, DBS,
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However, Russia is now drafting a b
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It then sweeps the cash into a savi
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Snippet Some say banks’ incentive
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--With assistance from Harumi Ichik
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9.11am GMT Some good news! The euro
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Treasuries to a four-year high. The
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Snippet London, 05 February 2018 --
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Client Service: 44 20 7772 5454 Rel
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organisations. That’s it: the net
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Fund to speed up the development of
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Publication Date 05-Feb-2018 Headli
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accounts opened in the Seychelles a
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Santander Consumer USA Holdings Inc
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Snippet BITCOIN'S price sunk to an
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Snippet Date: 5th February 2018 Not
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Snippet Hello and welcome to our la
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Snippet | Herpreet Kaur Grewal news
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Nomura to cut London traders? There
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Snippet Feb 5 (Reuters) - Welcome t
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(Helen Reid) ***** MORNING CALL: SE
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Snippet Description England players
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'Defensively we made a couple of er
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Almagro, 8, CP 28010, Madrid ES0225
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China Construction Bank (Europe). S
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TO SPREAD TO EUROPE (0618 GMT) Good
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Snippet LONDON (Reuters) - British
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than 20,000 active BCAs. Banks can
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Tomorrow's Daily Telegraph front pa
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Snippet The biennial co-located eve
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Over the course of the three-day se
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5 days ago 10 items Taking on Silic
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By WIRED News reports of security f
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Snippet Feb 5 ( ) - Welcome to the
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marketing and general management ro
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Freshfields Bruckhaus Deringer LLP
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Greenhill & Co. International LLP L
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other purpose. We accept no respons
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Snippet Not surprised that we are a
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Snippet Supermarket Income REIT plc
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160 basis points over 3 months LIBO
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agreed RPI-linked rent review in Ma
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conflicts of interest, valuations,
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FINANCIAL STATEMENTS 1. BASIS OF PR
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leases with tenants. The Directors
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Fair value measurement The fair val
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(continued) Valuation techniques an
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Nick Hewson, Chairman of Supermarke
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property costs) in the Period of £
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Investment Activity The Group acqui
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The property is leased to Tesco und
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Page 381 and 382: NOTES TO THE FINANCIAL STATEMENTS 9
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Page 393 and 394: * As disclosed in the Interim Repor
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Commission (TRC) should be revisite
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and services related to motorcycles
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Snippet Relief, massive relief. Wha
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not working as well for a law firm,
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Many law firms are trying to automa
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Zacks.com
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crore. Ebitda loss at Rs 1 crore ve
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A report of motor vehicle vandalism
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Snippet One of the most persistent
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admirable for the fact that he had
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Purchase First Tennessee Bank Expre
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we ran out of time. After that, I a
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Snippet England beat Italy convinci
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Snippet Home Problems Can not see d
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Y7.6103500761035010.076103500761035
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INDUSTRIES1.92320019281235830.01923
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REP 1/1200 SER 8SUBJ TO XTRO100.01.
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Zealand Dollar 20180204 1.369301000
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Command instead of Control ^ on Mac
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the title of Gamesa. Through the As
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Wells Fargo maintained it with "Buy
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Citibank’s Citi Qantas Prestige V
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Snippet 100,000 Bonus Qantas Points
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“It is good that we built through
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Snippet Many believe we have reache
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England's lead was cut to only thre
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Snippet ROME - Anthony Watson and S
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Snippet Ireland rugby captain Rory
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the central bank remains hesitant t
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“Both players had knee injuries,
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Snippet England are the favourites
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BENCH: 16-Luca Bigi, 17-Nicola Quag
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Snippet England are the favourites
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3 Dan Cole (Leicester Tigers 77 cap
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Snippet Johannesburg - A five-day t
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Eddie Jones has taken the bold step
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LA TIMES: 5G BREAKS YOUR DNA AND GI
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Lewis Wind Power have been working
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interconnector was vital. “If the
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Snippet ON St Dwynwen’s Day, a ne
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Snippet Energy giants hope Scottish
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Capital City Bank Group Company Pro
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UNESCO, further to a proposal from
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increased their patrols around the
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Snippet Money Saving Expert website
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“They hope you won’t haggle bec
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allowed if a product is faulty or n
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Snippet THE announcement of the fir
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Publication Date Headline 04-Feb-20
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“The way you make money is on the
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how much extra money the host count
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To Jolie A. Long from Jenda Lee Cot
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dollars. To Rensma Timberlands LP f
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To Aaron Merrill from Paul Lavalley
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Snippet Throughout January there ha
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Triggs, of Ickleton Road, Elmdon, w
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the CCTV clearly shows you went bey
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month. “It (KHRC) is expected to
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time low. The equity recorded a 0.4
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The SIA is working with other agenc
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apparently by selling lots and lots
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e another non-event. Carter Page Vi
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Snippet Itau Corpbanca (NYSE: ITCB)
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Snippet 1) Amazon, Berkshire Hathaw
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§ “These [white nationalists] ar
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They’re the Uber of Southeast Asi
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off. They also demonstrated that th
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women like Irene Birungi Mugisha, C
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Snippet Posted: Feb. 4, 2018 12:01
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24019, $131,000 01/19/2018. Vaughan
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Last Thursday at Carton House, coac
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ClearConnect Checking - This checki
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Miles Bank of America Online Checki
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Snippet Highlights from the opening
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