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A&M CAPITAL ADVISORS EUROPE LLP

Commitment to the UK Stewardship Code 2020

Under Rule 2.2.3R of the Financial Conduct Authority's (“FCA”) Conduct of Business Sourcebook, A&M Capital Advisors Europe LLP (“A&M Capital Europe” or “the Firm”), to the extent it is managing investments for a professional client (as defined by the FCA), is required to include a disclosure about the nature of its commitment to the UK Financial Reporting Council's Stewardship Code 2020 (the "Code") or, where it does not commit to the Code, explain its considered choice based on the Firm’s investment approach. The Code is a voluntary code and sets out a number of principles relating to engagement by investors in UK-listed companies.

A&M Capital Europe is a private equity firm that invests in a variety of asset classes in a number of jurisdictions globally and exposure to UK companies is relatively limited. Consequently, while A&M Capital Europe generally supports the objectives that underlie the Code, the provisions of the Code are not considered to be relevant to the activities currently undertaken by the Firm. If A&M Capital Europe’s activities changes in such a manner that the provisions of the Code become relevant, the Firm will amend this disclosure accordingly.

MIFIDPRU 8

MIFIDPRU 8 Disclosure as at December 31, 2023

Terms of Use, Legal Notices and Disclaimers

Thank you for visiting the website of A&M Capital Advisors, LP, its affiliates and its related investment entities (“A&M Capital,” “we” or “us”). Please read these Terms of Use, Legal Notices and Disclaimers (the “Terms of Use”) carefully. By accessing this website (including all content, information and materials made available thereon (the “Content”), the “Website”) you accept and agree to be bound by the Terms of Use and our Privacy Policy, which constitute a legal agreement between you and A&M Capital. A&M Capital may update the Website and/or the Terms of Use, at any time at its sole discretion, without notice to you. If we update our Terms of Use, we will post the updated Terms of Use here. Any such changes will be effective upon posting. You should consult the “Terms of Use” bar on this Website each time you visit the Website. If you do not agree with it, you should not use the Website. The Terms of Use do not amend or supersede any previous written agreements you may have with A&M Capital (“Other Agreements”). In the event of any inconsistency between these Terms of Use and any Other Agreements, the Other Agreements will govern. For the avoidance of doubt, the terms “Content” and “Website” used herein shall include any social media accounts centrally managed by A&M Capital as the context requires (excluding any comments made by third parties on A&M Capital social media posts).If you have any questions or comments about these Terms of Use, please contact us at info@am-capital.com.

No Offer or Advice

The Website is for informational purposes only and is intended to provide general information regarding A&M Capital’s capabilities for prospective portfolio companies and management teams only. You acknowledge and agree that the Website is not intended to and should not be considered an offer to sell or a solicitation of an offer to purchase interests in any securities, investment product or financial instrument, nor an offer of investment management or advisory services, and should not be relied upon for such purposes. Nothing in the Website should be deemed a recommendation to buy, sell or hold any security or other investment or a recommendation to pursue any investment style or strategy. You further acknowledge and agree that the Website is not intended to and does not constitute an offer or a solicitation of an offer to enter into an investment advisory relationship. Dated Content speaks only as of the date indicated.

This Website does not provide specific investing advice or strategies to any individual. The investments and strategies discussed in the Content may not be suitable for all investors. The Website does not intend to and may not be relied on in any manner as legal, tax, investment, accounting or other advice. You are encouraged to consult with your own advisors with respect to your individual circumstances and needs if you would like investment, accounting, tax or legal advice. You agree that A&M Capital will not be liable for any action you take or decision you make in reliance on any Content.

Past Performance; Forward-Looking Statements

Nothing contained on the Website constitutes a guarantee, projection or prediction of future events or results. There can be no assurance that A&M Capital will be able to implement its investment strategies and investment approaches or achieve its investment objectives. Trends and historical events do not imply, forecast or predict future events. There can be no assurance that the assumptions made or the beliefs and expectations currently held by A&M Capital will prove correct and actual events and circumstances may vary significantly.

Certain Content may constitute “forward-looking statements,” which reflect our current views with respect to, among other things, the operations and performance of our businesses. Such statements can be identified by the use of such forward-looking terminology such as “may,” “can,” “will,” “would,” “seek,” “should,” “could,” or the negatives or other variations thereon or comparable terminology. Due to various risks and uncertainties, you should not rely on such forward-looking statements, and no representation or warranty is made as to future events or results or such forward-looking statements. We undertake no obligation to publicly update or review any forward-looking statement.

Statements Made by Other Parties

This Website contains certain statements made by past or present members of management teams at portfolio companies in which A&M Capital has invested. These statements are not intended to, and should not be understood to, be indicative of any investor's experience investing with A&M Capital or any investor's approval, support or recommendation of investment advisory services provided by A&M Capital. These statements reflect the opinions, views and/or beliefs of such individuals and are intended to be viewed by executives of companies that could become A&M Capital portfolio companies in the future. Additionally, viewers of the Website should bear in mind that other management team members at portfolio companies in which A&M Capital has invested may not necessarily share the same views, beliefs, or opinions about A&M Capital and its investment professionals as those expressed in these statements. Moreover, the Website contains certain content regarding portfolio companies in which A&M Capital has invested, some of which may have been published in the context of marketing certain products. The information included in such content has not necessarily been independently verified by A&M Capital, nor does A&M Capital assume any responsibility for the accuracy, completeness or currentness of such information.

A&M Capital, due to its ownership interest in, and/or governance rights over, a portfolio company, is often in a position to influence decisions regarding executive compensation, executive hiring and firing, and other similar matters in relation to that portfolio company. Such relationships give rise to potential conflicts of interest on the part of portfolio company executives who make statements about A&M Capital. For example, a portfolio company executive may have an incentive to make a positive statement about A&M Capital in order to influence A&M Capital with respect to decisions A&M Capital may make in regards to the portfolio company that may benefit the executive (e.g., decisions relating to executive compensation). Moreover, portfolio company executives may have an incentive to make a positive statement about A&M Capital in order to influence A&M Capital to grant the executive preferential terms with respect to any personal investment that he or she has made, or may in the future make, in an A&M Capital-managed vehicle.

While portfolio company executives may, from time to time, invest in A&M Capital-managed vehicles, any statements by portfolio company executives contained herein are meant to reflect their experiences as A&M Capital portfolio company executives and not their experiences as investors in such vehicles (if applicable). Certain of the portfolio companies discussed in statements contained on this Website are controlled by A&M Capital (as of the dates these statements were made).

Investment Risk

Any of the investment strategies described on the website entails various substantial risks, including the potential loss of principal. These risks relate to, among other things: the highly competitive market for investment opportunities; dependence on A&M Capital’s ability to identify and consummate suitable investments and add value to its portfolio companies; general risks associated with portfolio companies’ businesses; changes in economic or market conditions, legal or regulatory requirements and tax laws; reliance on portfolio company management teams; costs associated with investing; and the ability to recruit and retain talented and well-qualified investment professionals. There is no guarantee that the investment objectives of the strategies will be achieved and returns may vary significantly over time. Investment in the strategies described on the website is not suitable for all investors.

For the avoidance of doubt, the preceding paragraph merely identifies at a high level some of the risk factors associated with the investment strategies described on this website and does not, by any means, purport to provide a complete and sufficiently detailed description of the various substantial risks associated with such strategies.

Social Media Accounts

The content on A&M Capital’s social media accounts, including LinkedIn, are for informational purposes only. A&M Capital does not control and is not responsible for any third-party content on such accounts or posts thereon, any third-party sharing of such posts, or on other third-party sites that may be linked to by such posts. In addition, please see “Links to Third-Party Websites” above.

Limitation of Liability; Disclaimers; Indemnity

A&M Capital, its affiliates and their respective officers, directors, managers, partners, members, shareholders, employees, agents and representatives (“Related Parties”) assume no responsibility for, and make no representations or warranties, and specifically disclaim any and all warranties of any kind, express or implied, with respect to the Website, including but not limited to the implied warranties of merchantability or fitness for a particular purpose, title, non-infringement, availability, security, accuracy, freedom from viruses or malware, completeness, timeliness, functionality, reliability, sequencing or speed of delivery, that, functions contained at the Website will be uninterrupted or error-free, that defects will be corrected, or that the site or the server that makes it available will be free of viruses, bugs or other harmful components. The Website is provided on “as is” and “as available” basis.

A&M Capital, its affiliates and their Related Parties shall not be liable to any party for any claims, liabilities, losses, costs or damages under any theory, including but not limited to any direct, indirect, punitive, special, incidental, consequential or exemplary damages that result from the access or use of, or the inability to access or use, the Website even if A&M Capital has been advised of the possibility of such damages. You agree to indemnify, defend and hold harmless A&M Capital, its affiliates and their Related Parties against any and all claims, damages, costs or other expenses that arise directly or indirectly out of or from your breach of these Terms of Use and/or your activities in connection with the Website. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE IS TO STOP USING THE WEBSITE.

Ownership; Restrictions on Use

All Content, such as graphics, logos, articles and other materials, is the property of A&M Capital or others and is protected by copyright and other laws. All trademarks and logos displayed on the Website are the property of their respective owners, who may or may not be affiliated with A&M Capital. Anything transmitted to the Website by you will be deemed non-confidential as between you and us, and A&M Capital will be free to use, modify, reproduce and distribute it for any purpose without compensation to you.

Nothing contained on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Content or trademark displayed on this Website without the written permission of A&M Capital or such other third party that may own the Content or trademark displayed on this Website. If you link other websites to this Website, you may not imply or suggest that A&M Capital has endorsed or is affiliated with such websites and you may not display this Website as “framed” within another website. A&M Capital reserves all rights with respect to ownership of all Content on this Website, including all intellectual property rights therein, and will enforce such rights to the full extent of the law.

The Website may only be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations in connection with accessing and using the Website, and that you will not violate the rights of any person, interfere with the functioning of the Website or restrict or inhibit any others from using the Website or attempt to violate the security of this Website or use or gain access to the identities, information or computers of others through this Website. A&M Capital has the right (but not the obligation) to monitor this Website for any unauthorized or objectionable conduct and to take all appropriate actions in response, without notice to you and we may at any time revoke your right to use all or any portion of the Website. A&M Capital may investigate any complaint regarding or suspected violation of these Terms of Use, and may report any activity relating to this Website to regulators, law enforcement officials or other persons or entities that it deems appropriate.

International Use

The Website is not intended for distribution to, or use by, any person or entity in any jurisdiction, country or territory where such distribution or use would be contrary to law or regulation or which would subject A&M Capital to any registration or other requirement within such jurisdiction, country or territory. Visitors who choose to access this Website do so at their own initiative and are responsible for compliance with any and all local laws and regulations that may apply to such access and use. Access to the Website is prohibited where such access or use violates applicable laws and regulations.

UK Restrictions

A&M Capital is not responsible to any visitor to this Website for providing protections that would be afforded to clients or for advising any such person on any transaction or investment. None of the contents of this Website should be construed as investment, legal or tax advice. To the extent that any of the contents of this Website amounts to an invitation or inducement to engage in investment activity, the promotion of such content is restricted under the Financial Services and Markets Act 2000. For such purposes, A&M Capital is an unauthorized person. The communication of information on this Website is directed only at and made only to persons who are professional investors who fall within the following categories of persons under the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the “Order”): (a) persons having professional experience relating to private equity investments and are ‘investment professionals’ as defined in article 19(5) of the Order; and (b) high net worth undertakings (broadly companies with GBP 5 million or more called up share capital or net assets and trustees of trusts with GBP 10 million or more gross assets) as defined in article 49 of the Order. Any investment activity or related transaction is only available to such investors and will only be entered into with such investors. No other person should rely or act upon the content of the Website.

Privacy Notices

For information regarding A&M Capital’s privacy policies and security practices, please review A&M Capital’s Privacy Notice.

Non-Public Investor Sections of the Website

Certain areas of the Website are password-protected. You may not attempt to access any password-protected areas of the Website without authorization. If you are a limited partner investor of, or an employee or agent of a limited partner investor of, A&M Capital, you may have been granted access to certain non-public portions of the Website, operated by Sungard, through a uniquely assigned investor log-in (“Investor Sections”). In addition to these Terms of Use, your use of the Investor Sections may also be governed by Other Agreements, including client agreements with us, any applicable user agreements and all applicable laws and regulations. If you have been granted access to the Investor Sections by A&M Capital, you agree that A&M Capital has granted you limited access to specific files pertaining to investments relevant to you, and you agree not to attempt to access other computer files. All information that A&M Capital provides to website users supplying a password is confidential and intended solely for the information of its intended recipient and/or such recipient’s financial, legal or tax advisors, provided that such advisors agree not to disclose any information that is confidential. You must maintain confidentiality of your log-in information and you remain solely responsible for all usage of the Investor Sections of the Website through your account, whether such use is made by you or anyone else. You must immediately notify us of any known or suspected unauthorized use of your login information or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your log-in information.

Miscellaneous

If any of the terms or provisions of these Terms of Use shall be held to be unenforceable, the remaining terms and provisions shall be unimpaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. These Terms of Use shall be interpreted in accordance with the laws of the State of New York and any applicable Federal Laws in the United States. Any action related to these Terms of Use must be brought in a State or Federal court located in New York County in the State of New York, and you agree to waive trial by jury in any such action. Subject to applicable laws, any failure by A&M Capital to act on any of its rights, or enforce any of the Terms of Use shall not be considered a waiver of any such rights to act on or to enforce the Terms of Use at any point in the future.