Cevian Capital II GP LTD

A. General Description of Advisory Firm. Cevian Capital II GP Limited (the “Investment Adviser”), a Jersey limited liability company, commenced operations in 2006 with an office in Jersey. Through direct and indirect ownership, Messrs. Christer Gardell and Lars Förberg are the largest owners of the Investment Advisor. However, FPCZ NON-ECI LLC, is the single largest owner of the Investment Adviser. The management and policies of the Investment Adviser are controlled by its board of directors (the “Board”), the members of which are appointed by the owners of the Investment Adviser. B. Description of Advisory Services. 1. Advisory Services. The Investment Adviser serves as the general partner with discretionary trading authority to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis, including (1) Cevian Capital II L.P., a Cayman Islands exempted limited partnership (the “Domestic Fund”), (2) Cevian Capital II Master Fund L.P., a Cayman Islands exempted limited partnership (the “Master Fund ”), (3) Cevian Capital II Co-Investment Fund L.P., a Cayman Islands exempted limited partnership (the “CoInvestment Fund”), (4) Cevian Capital II Co-Investment – Series P Corporate Feeder Ltd, a Cayman Islands exempted limited company, together with Cevian Capital II Co-Investment – Series P Partnership Feeder L.P., a Cayman Islands limited partnership (the “Co-Investment Series P Feeder Funds”), and (5) Cevian Capital II Co-Investment – Series P L.P., a Cayman Islands exempted limited partnership (the “Co-Investment Series P Fund”). The CoInvestment Series P Feeder Funds invest substantially all of their assets through the CoInvestment Series P Fund. The Domestic Fund, together with Cevian Capital II Limited, a Cayman Islands exempted company (the “Offshore Fund”), invest substantially all of their assets through a “master feeder” structure in the Master Fund. The Domestic Fund, the Offshore Fund, the Master Fund, the Co-Investment Fund, the Co-Investment Series P Feeder Funds, and the Co-Investment Series P Fund are each referred to in this Brochure as a “Fund” and collectively as the “Funds”. The Funds may, from time to time, invest indirectly through subsidiaries or affiliates of the Funds (including, Cevian Capital Partners Limited, a Maltese limited company and a subsidiary of the Master Fund) or through other holding vehicles organized by the Investment Adviser, rather than investing directly, where the Investment Adviser considers that this would be commercially efficient or provide a practicable means of access to the relevant security. In the event that the Fund(s) elect to make an investment or effect a transaction through a holding vehicle, (i) such investment or transaction will not result in the Funds or the shareholders incurring unlimited liability with respect to the debts and obligations of such vehicle, (ii) the Investment Adviser, as applicable, will have a substantially similar standard of care with respect to such vehicle as they do with respect to the Funds; and (iii) neither the Funds nor the shareholders will bear any additional performance based fees or allocations or management or asset based fees (directly or indirectly) as a result of the making of such investment or effectuation of such transaction, in

either case, through such vehicle. The Master Fund’s indirect investments through such holding vehicles are significant and are expected to continue to be significant in the future. The Investment Adviser serves as the investment adviser to all of the Funds. The Investment Adviser has engaged various local affiliates to provide certain services, personnel and resources (the “Local Affiliates”). The Local Affiliates are: •

• •

•

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Cevian Capital Limited, a Jersey limited company (the “Manager”), which has been appointed as manager to the Funds. The Manager implements investment decisions pursuant to instructions from, and parameters set by, the Investment Adviser. Cevian Capital AB, a Swedish limited company (“Cevian AB”), which is responsible for providing investment advice and recommendations to the Investment Adviser. Cevian Capital AG, a Swiss limited company (“Cevian AG”), which is responsible for providing investment advice and recommendations to the Investment Adviser. Cevian Capital Limited, St. Helier (Jersey), Swiss Branch (“Cevian Swiss Branch”) provides supervision and oversight of Cevian AG in connection with the performance of its duties to the Investment Adviser. Cevian Capital (UK) LLP, an English limited liability partnership (“Cevian UK”), which acts as client service adviser. Cevian UK is responsible for providing investor services and research and investment advisory services to the Investment Adviser. Cevian Capital (Malta) Ltd, a Malta limited company (“Cevian Malta”), which has been appointed as investment operator to the Funds. Cevian Malta receives and transmits trading instructions within the parameters set by the Investment Adviser.

In addition, the Investment Adviser currently has a U.S.-based affiliate located in Wisconsin, Cevian Capital (US) LLC, which has a single employee who performs investor relations services. Each of the Local Affiliates has entered into an agreement to act as a “participating affiliate” to the Investment Adviser and all employees of the Local Affiliates who provide services to the Funds are subject to the Investment Adviser’s policies and procedures. Certain Local Affiliates, including Cevian AB, Cevian AG and Cevian UK, conduct research relating to current and potential investments for the Funds and provide investment recommendations to the Investment Adviser. Prior to making an investment, all investment recommendations are reviewed and subject to ultimate approval by either the Board or a sub-committee of Board in accordance with the Investment Adviser’s procedures. As used herein, the term “client” generally refers to a Fund or the Funds. This Brochure generally includes information about the Investment Adviser and its relationships with its clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only.

2. Investment Strategies and Types of Investments. The investment objective of the Funds is to seek to create capital appreciation. The Domestic Fund and the Offshore Fund seek to achieve their investment objective by investing substantially all of their assets in the Master Fund. The Co-Investment Series P Feeder Funds seek to achieve their investment objective by investing substantially all of their assets through the Co-Investment Series P Fund. The Funds seek to achieve their investment objective principally by (i) investing in undervalued publicly listed companies; and (ii) adding value to the companies in which they invest by effecting change. The Funds expect to assume substantial minority ownership positions in a limited number of companies. The core area of the investments is expected to be Denmark, Finland, Norway, Sweden (collectively, the “Nordic Region”) and Austria, Belgium, France, Germany, Ireland, Luxembourg, the Netherlands, Switzerland and the United Kingdom (collectively, “Northern Europe”). The Funds are permitted to invest in a broad range of securities and instruments, including, without limitation, equity and equity-related securities (including distressed investments), bonds, bank debt and other fixed-income investments, futures, forward contracts, warrants, options, repurchase agreements, reverse repurchase agreements, bankruptcy and trade claims, swaps and other derivative instruments, currencies, commodities, money market securities and other cash equivalents. For further information on the Funds’ investment strategies, please see Item 8(A). The descriptions set forth in this Brochure of specific advisory services that the Investment Adviser offers to clients, and investment strategies pursued and investments made by the Investment Adviser on behalf of its clients, should not be understood to limit in any way the Investment Adviser’s investment activities. The Investment Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Investment Adviser considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies the Investment Adviser pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. C. Availability of Customized Services for Individual Clients. The Investment Adviser’s investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as set forth in its offering documents and/or governing documents. D. Wrap Fee Programs The Investment Adviser does not participate in wrap fee programs.

E. Assets Under Management. The Investment Adviser manages $ 17,848,889,007 in regulatory assets under management as of January 31, 2026 on a discretionary basis. The Investment Adviser does not manage any assets on a non-discretionary basis.

A. Advisory Fees and Compensation. The fees applicable to each Fund are set forth in detail in each Fund’s offering documents and/or governing documents. A brief summary of such fees is provided below. The Investment Adviser has, in its sole discretion, from time to time, elected to reduce, waive or calculate differently the fees and compensation for certain investors (i.e., in side letters) and may choose to do so in the future. 1. Domestic Fund Generally, the Domestic Fund will pay an aggregate monthly management fee, payable in arrears (the “Management Fee”) to the Manager and Cevian Malta, equal to 1/12 of 1% to 1/12 of 1.75% of the balance of each capital account of an investor. The Management Fee will be pro rated for any partial periods. Generally, at the end of the lock-up period applicable to each class of interests in the Domestic Fund (which is either 1, 2, 3 or 5 years) the Investment Adviser is entitled to an incentive allocation (the “Incentive Allocation”) in an amount equal to 18% to 20% of the net capital appreciation (which includes both realized gains and losses and unrealized appreciation and depreciation) allocated to an investor’s capital account for such period after deducting the Management Fee debited to such investor’s capital account for such period, subject to a loss carryforward mechanism as well as other requirements or features specified in the Domestic Fund’s governing documents. In the event that the Domestic Fund is terminated or an investor withdraws other than at the end of the applicable lock-up period, then for purposes of determining the Incentive Allocation allocable at such time to the Investment Adviser, net capital appreciation will be determined as if such dates were the end of a lock-up period, subject to certain adjustments. In the sole discretion of the Investment Adviser, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain investors. 2. Offshore Fund Generally, the Offshore Fund will pay an aggregate monthly Management Fee, payable in arrears, to the Manager, equal to 1/12 of 1% to 1/12 of 1.75%of the net asset value of each series of shares before deduction of that month’s Management Fee. The Management Fee will be pro rated for any partial periods. As a limited partner in the Master Fund, the Offshore Fund will have a separate capital account in the Master Fund for each series of shares and, accordingly, will be subject to Incentive Allocations made by the Master Fund. The Offshore Fund will not pay a separate incentive fee. Generally, at the end of the lock-up period applicable to the capital accounts in the Master Fund corresponding to each class of shares in the Offshore Fund (which is either 1, 2, 3 or 5 years) the Investment Adviser is entitled to the Incentive Allocation in an amount equal to 18% to 20% of the net capital appreciation (which includes both realized gains and

losses and unrealized appreciation and depreciation) allocated to a capital account for such period after deducting the Management Fee debited to such capital account for such period, subject to a loss carryforward mechanism as well as other requirements or features specified in the Offshore Fund’s governing documents. In the event that the Offshore Fund is terminated or an investor redeems other than at the end of the applicable lock-up period, then for purposes of determining the Incentive Allocation allocable at such time to the Investment Adviser, net capital appreciation will be determined as if such dates were the end of a lock-up period, subject to certain adjustments. In the sole discretion of the Investment Adviser, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain investors. Capital accounts corresponding to management shares held by employees or affiliates of the Investment Adviser will not be subject to an Incentive Allocation. 3. Co-Investment Fund Generally, the Co-Investment Fund will not pay the Manager a Management Fee. The Manager has the authority to charge the Co-Investment Fund a Management Fee, however those fees have been waived. Proceeds from a realized investment will be allocated among the investors that have participated in such investment pro rata to their interest in the investment. The amount allocated to each such investor and the Investment Adviser will be allocated in the manner and in the following order of priority: (i) first, 100% to such investor until such investor has received, taking into account all prior allocations, an amount equal to the aggregate of its capital contributions drawn down at the time of allocation in respect of such investment; and (ii) thereafter, 90% to such investor and 10% to the Investment Adviser calculated on an aggregate basis for the investment upon final divestment of such investment. For the purposes of the foregoing, the amount of any distribution will be deemed to be: (i) calculated after taking account of the Co-Investment Fund’s expenses in relation thereto; (ii) calculated before taking account of any tax assessable on, or payable by, an investor but after taking account of any tax assessable on, or payable by, the Co-Investment Fund. The mechanisms for distributing proceeds differ among investors, as specified in the governing documents applicable to such investors’ investments in the Co-Investment Fund. 4. Co-Investment Series P Feeder Funds and Co-Investment Series P Fund Generally, neither Co-Investment Series P Feeder Funds nor Co-Investment Series P Fund will pay the Manager a Management Fee. As limited partners in the Co-Investment Series P Fund, the Co-Investment Series P Feeder Funds will have separate accounts in the Co-Investment Series P Fund for each series of shares held by an investor in each respective Co-Investment Series P Feeder Fund. Proceeds from the realized investments of Co-Investment Series P Fund will be allocated among the separate accounts corresponding to investors’ shares in each respective Co-Investment Series P Feeder Fund pro rata to their indirect interest in the investments of Co-Investment Series P Fund. The amount allocated to each such investor and the Investment Adviser will be allocated in the manner and in the following order of

priority: (i) first, 100% to such investor until such investor has received, taking into account all prior allocations, an amount equal to the aggregate of its capital contributions drawn down at the time of allocation; (ii) second, 100% to such investor until such investor has received a preferred return specified in the Fund’s governing documents; (iii) third, 100% to the Investment Adviser until the Investment Adviser has received cumulative distributions equal to 18% of the sum of all amounts distributed to such investor and the Investment Adviser; and (iv) thereafter, with respect to each investor, 82% to such investor and 18% to the Investment Adviser. For the purposes of the foregoing, the amount of any distribution will be deemed to be: (i) calculated after taking account of the Co-Investment Series P Fund’s expenses in relation thereto; (ii) calculated before taking account of any tax assessable on, or payable by, an investor but after taking account of any tax assessable on, or payable by, the Co-Investment Series P Fund. Co-Investment Series P Feeder Funds will not pay an additional or separate incentive fee or other performance based compensation to the Investment Adviser. B. Payment of Fees. Fees and compensation paid to the Investment Adviser or its affiliates by the Funds are generally deducted from the assets of such clients. With respect to the Master Fund, the Domestic Fund and the Offshore Fund, Management Fees are generally deducted on a monthly basis and Incentive Allocations are generally deducted on 1, 2, 3 or 5 year basis. With respect to the Co-Investment Fund and Co-Investment Series P Fund, carried interest allocations are generally made to the Investment Adviser at the time an investment is realized. C. Additional Fees and Expenses. Each Fund bears its own organizational and operating costs and expenses, including, but not limited to, (i) all transactions or prospective transactions carried out by it or on its behalf (including through any holding vehicle through which an investment may be made or transaction effected) including expenses related to the research due diligence and monitoring of actual and potential investments (whether or not consummated) and the consummation of such investments (including fees and expenses related to obtaining research and market data), and (ii) the administration of the Fund, including, without limitation, (a) the charges and expenses of legal advisers, auditors, accountants, appraisers and other consultants and professionals (including, third party portfolio company board representatives), (b) brokers’ commissions (if any), clearing and settlement charges, custodial and depositary fees, bank service fees, borrowing charges on securities sold short and any issue or transfer taxes chargeable in connection with any securities transactions, (c) all taxes and corporate licensing and filing, fees payable to governments, regulators or agencies, (d) fees (if any) and expenses in connection with directors of the Investment Adviser (e) interest on borrowings, including borrowings from prime brokers and custodians, (f) communication expenses with respect to investor services and all expenses of meetings of investors and of preparing, printing and distributing financial and other reports, proxy forms, notices, prospectuses and similar documents, (g) the cost of insurance (if any) for the benefit of the directors of the Investment Adviser, (h) offering expenses, (i) litigation and indemnification expenses and extraordinary expenses not incurred in the ordinary course of business, (j) all other costs relating to investments and divestments as well as investments and divestments

that are not completed, and (k) all other organizational and operating expenses as approved by the Investment Adviser. For additional information regarding brokerage practices, please refer to Item 12 of this Brochure. The Investment Adviser seeks to fairly allocate expenses among the Funds and any co-investors. Generally, the Funds and co-investors that own an investment will share in expenses related to such investment. However, it is not always possible or reasonable to allocate or re-allocate expenses to a co-investor, depending upon the circumstances surrounding the applicable investment (including the timing of the investment) and the financial and other terms governing the relationship of the co-investor to the Fund(s) with respect to the investment, and, as a result, there are occasions where co-investors (including co-investors that are other investors in the Funds) do not bear a proportionate share of such expenses. In addition, where a potential investment is contemplated but ultimately not consummated, potential co-investors generally will not share in any expenses related to such potential investment, including expenses borne by the Funds with respect to such potential investment. The expense terms applicable to each Fund are specified in each Fund’s applicable governing documents. The expense terms identified above are a summary for illustrative purposes. D. Prepayment of Fees. The Manager has currently waived the Management Fee for the CoInvestment Fund. To the extent that this waiver is not in effect in the future, the CoInvestment Fund pays the Investment Adviser a Management Fee quarterly in advance based on the net asset value of each capital account of an investor. In the event that a capital account’s net asset value is reduced in connection with a withdrawal or distribution other than as of the last business day of a quarter, the Investment Adviser will pay the Co-Investment Fund an amount equal to the pro rata portion of the Management Fee, based on the actual number of days remaining in such quarter and the Co-Investment Fund will distribute such amount to the investor. E. Additional Compensation and Conflicts of Interest. Neither the Investment Adviser nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

A. Methods of Analysis and Investment Strategies. The descriptions set forth in this Brochure of specific advisory services that the Investment Adviser offers to clients, and investment strategies pursued and investments made by the Investment Adviser on behalf of its clients, should not be understood to limit in any way the Investment Adviser’s investment activities. The Investment Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Investment Adviser considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies the Investment Adviser pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. The investment objective of the Funds is to seek to create capital appreciation. The Domestic Fund and the Offshore Fund seek to achieve their investment objective by investing all of their investable assets in the Master Fund. The Co-Investment Series P Feeder Funds seek to achieve their investment objective by investing substantially all of their assets through the Co-Investment Series P Fund. The Funds seek to achieve their investment objective principally by (i) investing in undervalued publicly listed companies; and (ii) adding value to the companies in which they invest by effecting change. The Funds expect to assume substantial minority ownership positions in a limited number of companies. The core area of the investments is expected to be the Nordic Region and Northern Europe. The Funds principally invest in equity and equity-related securities, but may invest in other assets, including, but not limited to, debt securities and derivatives. The Master Fund will generally keep its unencumbered cash in prime brokers’ and custodian’s accounts, but may also use short-term fixed-income instruments, money market funds or invest a portion of its cash in publicly traded equity and/or debt securities. The Funds may make, but are not anticipated to make, investments in private companies. The Funds may also invest in assets or securities that are not freely tradable, lack a readily assessable market value or that the Investment Adviser believes should be held until resolution of a special event or circumstance (“Special Situation Investments”). The Funds have not adopted any specific diversification restrictions in respect of their investments, and the Funds’ investments may be highly concentrated. The Funds will focus on acquiring substantial minority ownership positions in undervalued public companies where there is opportunity to create value by: (i)

operational improvements,

(ii)

corporate restructuring and strategic re-orientation,

(iii)

financial restructuring, and/or

(iv)

environmental, social and corporate governance improvements.

Generally, the Funds’ targets are companies that are overlooked or misunderstood by the market (e.g., due to a lack of research coverage or an unwieldy corporate structure). Typical investment targets are companies with significant potential for value enhancement through restructuring activities or fundamentally sound companies hampered by sub-optimal or outdated business plans. In many instances, this means pursuing value situations in sectors or companies that are out of favor. Companies in transition or that have the potential to benefit from significant change are typically attractive investment candidates for the Funds. The Funds will not operate with any specific sector concentration limitations. The Investment Adviser will, however, evaluate and consider exposures and risks on a sector basis. It is anticipated that the Funds’ investment strategy will result in a significant concentration of positions. Decreases in value may be viewed as an opportunity to increase the Funds’ investment at a reduced cost basis. The Funds are permitted to invest in a broad range of securities and instruments, including, without limitation, equity and equity-related securities (including distressed investments), bonds, bank debt and other fixed-income investments, futures, forward contracts, warrants, options, repurchase agreements, reverse repurchase agreements, bankruptcy and trade claims, swaps and other derivative instruments, currencies, commodities, money market securities and other cash equivalents. The Master Fund may use leverage in connection with their activities. The Investment Adviser will determine appropriate levels of leverage for the Funds. Leverage will only be employed in relation to the Master Fund if such leverage would be, in the opinion of the Investment Adviser acting reasonably, in the best interests of the Master Fund. The Master Fund will not enter into any transaction if such transaction will cause the gross exposure of the Master Fund to exceed 175 per cent of the Master Fund’s net assets. For purposes of the foregoing, the direct or indirect debt, leverage and/or the unhedged notional value of any derivatives incurred by or entered into by the Master Fund will be taken into account in determining the amount of “gross exposure.” The Investment Adviser reserves the right to add investment restrictions in order to comply with any regulatory requirements applicable to the Funds. B. Material, Significant or Unusual Risks Relating to Investment Strategies and Particular Types of Securities. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients advised by the Investment Adviser. These risk factors include only those risks the Investment Adviser believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Investment Adviser.

The Funds’ Investment Strategy. The success of the Funds’ investment activities will depend on the Investment Adviser’s ability to identify investment opportunities and make investment decisions. Identification and exploitation of the investment strategies to be pursued by the Funds involve a high degree of uncertainty. No assurance can be given that the Investment Adviser will be able to locate suitable investment opportunities in which to deploy all of the Funds’ assets. In many cases, the success of the Funds’ investment strategy will depend on the ability to introduce strategies to improve corporate value. These activities entail a high degree of uncertainty. There can neither be assurance that such value enhancing strategies will be successfully implemented in such target companies nor that the market price of a portfolio company’s securities increases in response to any actions taken. Such strategies and actions taken may have a negative effect on the value of the investment portfolio. Control Issues. Although the Investment Adviser may seek protective provisions, including, possibly, board representation, in connection with certain of its private investments, to the extent the Funds take minority positions in companies in which they invest, the Investment Adviser may not be in a position to exercise control over the management of such companies, and, accordingly, may have a limited ability to protect their position in such companies. Activist Role of the Funds. The Funds may pursue an activist role in effectuating corporate change with respect to an investment. The costs in time, resources and capital involved in such activist investments depend on the circumstances, which are only in part within the Investment Adviser’s control, and may be significant, particularly if litigation against the Funds and/or the Investment Adviser and its affiliates ensues. In addition, the expenses associated with an activist investment strategy, including potential litigation or other transactional costs, will be borne by the Funds. Such expenses may reduce returns or result in losses. The success of the Funds’ activist investment strategy may require, among other things: (i) that the Investment Adviser properly identify portfolio companies whose equity prices can be improved through corporate and/or strategic action; (ii) that the Funds acquire sufficient shares of the securities of such portfolio companies at a sufficiently attractive price; (iii) a positive response by the management of portfolio companies to shareholder engagement; (iv) a positive response by other shareholders to shareholder activism and the Investment Adviser’s proposals; and (v) a positive response by the markets to any actions taken by portfolio companies in response to shareholder activism. None of the foregoing can be assured to succeed. Corporate governance strategies may prove ineffective for a variety of reasons, including: (i) opposition of the management or shareholders of the subject company, which may result in litigation and may erode, rather than increase, shareholder value; (ii) intervention of one or more governmental agencies; (iii) efforts by the subject company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) market conditions resulting in material changes in securities prices; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of stock with increased voting rights; and (vi) the necessity for compliance with applicable securities laws. In addition, opponents of a proposed corporate governance change may seek to involve regulatory agencies in investigating the

transaction or the Funds and such regulatory agencies may independently investigate the participants in a transaction, including the Funds, as to compliance with securities or other law. Furthermore, successful execution of a corporate governance strategy may depend on the active cooperation of shareholders and others with an interest in the subject company. Some shareholders may have interests which diverge significantly from those of the Funds and some of those parties may be indifferent to the proposed changes. Moreover, securities that the Investment Adviser believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Investment Adviser anticipates, even if a corporate governance strategy is successfully implemented. Even if the prices for a portfolio company’s securities have increased, no guarantee can be made that there will be sufficient liquidity in the markets to allow the Funds to dispose of all or any of its securities therein or to realise any increase in the price of such securities. Co-Investments with Third Parties. The Funds may co-invest with third parties through joint ventures or other entities. Such investments may involve risks in connection with such third party involvement, including the possibility that a third party coinvestor may have financial difficulties, resulting in a negative impact on such investment, may have economic or business interests or goals that are inconsistent with those of the Funds, or may be in a position to take (or block) action in a manner contrary to the Funds’ investment objectives. Emerging Markets. Although the Funds do not currently invest in emerging markets, the Funds may in the future invest in certain developing markets in emerging Europe. Investment in emerging market securities involves a greater degree of risk than an investment in securities of issuers based in developed countries. Among other things, emerging market securities investments may be subject to the following risks: less publicly available information; more volatile markets; less liquidity or available credit; political or economic instability; less strict securities market regulation; less favorable tax or legal provisions; price controls and other restrictive governmental actions; a greater likelihood of severe inflation; unstable currency; and war and expropriation of personal property. Emerging markets generally are not as efficient as those in developed countries. In some cases, a market for the security may not exist locally and transactions will need to be made on a neighboring exchange. Volume and liquidity levels in emerging markets are lower than in developed countries. When seeking to sell emerging market securities, little or no market may exist for the securities. In addition, issuers based in emerging markets are not generally subject to uniform accounting and financial reporting standards, practices and requirements comparable to those applicable to issuers based in developed countries, thereby potentially increasing the risk of fraud or other deceptive practices. The quality and reliability of official data published by the government or securities exchanges in emerging markets may not accurately reflect the actual circumstances being reported. The issuers of some securities, such as banks and other financial institutions, may be subject to less stringent regulations than would be the case for issuers in developed countries and, therefore, potentially carry greater risk. In addition, the Funds’ investment opportunities in certain emerging markets may be restricted by legal limits on foreign investment in local securities or restrictions on the ability to convert currency or to take currencies out of certain countries. Due to the foregoing risks and complications, the costs associated with investments in emerging market securities generally are higher than for securities of issuers based in developed countries. In addition, economic problems in a single emerging market country are increasingly affecting

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The Investment Adviser currently provides investment advice to Funds that are private investment vehicles organized outside the United States, as described above.

The Investment Adviser and its affiliates accept performance-based fees from every client (either directly or indirectly). As a result, the Investment Adviser and its affiliates do not face the conflicts of interest that may arise when an investment adviser accepts performance-based fees from some clients, but not from other clients. The Investment Adviser and its affiliates do however accept differing rates of performance-based fees from different clients (either directly or indirectly), and as a result, expect to face conflicts of interest with respect to trade allocation between such clients. The Investment Adviser is committed to allocating investment opportunities on a fair and equitable basis, and in a manner that is consistent with the investment objectives of each of the Funds they manage. This general approach, however, may be subject to change based on a number of factors, please see Item 12(B) below.

A. Broker-Dealer Registration Status. The Investment Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a brokerdealer or registered representative of a broker-dealer. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status. The Investment Adviser and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. C. Material Conflicts of Interest Relating to Other Investment Advisers. The Investment Adviser does not recommend or select other investment advisers for its clients.

A. Code of Ethics The Investment Adviser strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, the Investment Adviser has adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that all employees are expected to uphold: •

employees must at all times place the interests of clients first;

•

all personal securities transactions must be conducted in a manner consistent with the Code and any actual or potential conflicts of interest are identified and mitigated and any abuse of an employee’s position of trust and responsibility must be avoided;

•

employees must not take any inappropriate advantage of their positions;

•

information concerning the identity of securities and financial circumstances of the Funds, including the Funds’ investors, must be kept confidential; and

•

independence in the investment decision-making process must be maintained at all times.

Investors may request a copy of the Code by contacting the Investment Adviser at the address or telephone number listed on the first page of this document. As discussed in Item 4, each of the Local Affiliates has entered into an agreement to act as a “participating affiliate” to the Investment Adviser and all employees of the Local Affiliates who provide services to the Funds are subject to the Investment Adviser’s policies and procedures, including the Code. In addition, certain investment pre-clearance requirements under the personal trading policy of the Code of Ethics are not applicable to directors. B. Securities in which the Investment Adviser or a Related Person Has a Material Financial Interest. The Investment Adviser generally does not engage in principal transactions (i.e., it generally does not purchase or sell any securities for its own account to or from the Funds). However, from time to time, subject to applicable restrictions under ERISA as well as Fund investment guidelines and restrictions, the Investment Adviser may direct one Fund to sell securities to another Fund through an internal cross transaction. Depending on the aggregate ownership interest in the Fund by Cevian and its personnel, such transactions could be viewed as principal transactions. All such principal transactions will comply with Section 206(3) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

C. Investing in Securities that the Investment Adviser or a Related Person Recommends to Clients. The Code prohibits trading of “covered securities” in any account in which an employee has any direct or indirect beneficial ownership (as defined under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)), subject to certain very limited exceptions. “Covered securities” include, but are not limited to: (i) debt and equity securities; (ii) options on securities, on indices, and on currencies; (iii) all forms of limited partnership and limited liability company interests, including interests in private investment funds (such as hedge funds), and interests in investment clubs; (iv) swaps on individual securities or on a narrowly-defined basket of securities; (v) cryptocurrencies and other digital assets (including, but not limited to, Bitcoin and Ethereum); (vi) closed-end funds; and (vii) all securities defined under the Investment Advisers Act of 1940. This prohibition does not include closedend funds (unless investing through a limited offering), although holdings and transactions in such instruments are still subject to reporting in holdings and transaction reports. Third party discretionary management of personal accounts may be permitted after approval from the Compliance Officer. In the case of discretionary management, the approval assumes that there is no prior communication with the portfolio manager and the closely-related person in respect of individual instances of purchases or sales and that the covered securities which are acquired cannot be sold within one month of the acquisition. The Investment Adviser has adopted different policies for certain investments by non-employee directors of the Investment Adviser. Members, officers or employees of the Investment Adviser or its affiliates may give or take action for their own accounts, that differs from advice given or action taken for one or more Funds. Such actions are subject to the Investment Adviser’s policies and procedures. Investments in personal accounts may conflict with or be adverse to advice given or action taken for the one or more Funds, and could impact the price or availability of investments for the Funds (especially if holding lightly-traded securities). To the extent that members, officers or employees of the Investment Advisers invest in pooled investment vehicles managed by third parties (e.g., hedge funds, private equity funds or venture capital funds), such members, officers or employees may, through those vehicles, indirectly own securities that the Funds also invest in. Correspondingly, such personnel may benefit from market or investment activity by the Funds, which could create a conflict of interest. Such pooled investment vehicles managed by third parties, or persons associated with such pooled investment vehicles or their managers, may be offered coinvestment opportunities by the Investment Adviser. Potential conflicts are also expected to arise due to the fact that the Investment Adviser and its personnel may have investments in some Funds but not in others or may have different levels of investments in the various Funds. Such conflicts could incentivize the Investment Adviser and its personnel to favor some Funds over others when allocating investment opportunities. The Investment Adviser has established policies and procedures to identify and mitigate conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or

perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in similar securities made at or about the same time as client trades.

A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. As noted previously, the Investment Adviser has full discretionary authority to manage the Funds, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. The Investment Adviser’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. Portfolio transactions for each Fund will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to the Investment Adviser and/or certain clients, but not beneficial to all clients. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, the Investment Adviser may consider, among other things, the following: •

the ability of the brokers and dealers to effect the transaction; and

•

the brokers’ or dealers’ facilities, reliability and financial responsibility.

Accordingly, the commission rates (or dealer markups and markdowns) charged to the Funds by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers who may not offer such services. The Investment Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. 1. Research and Other Soft Dollar Benefits. Brokers utilized by the Funds, subject to applicable law, use part of the relevant commission to pay for certain services related to the execution of transactions on behalf of customers and/or the provision of investment research received by the Investment Adviser. It is intended that such arrangements will assist the Investment Adviser in the provision of investment management services to the Funds. The Investment Adviser may agree that a broker will be paid a commission exceeding the amount another broker would have charged for the same transaction if, in the good faith judgment of the Investment Adviser, the amount of the commission is reasonable in relation to the value of the brokerage and other services provided or paid for by such broker. The Investment Adviser has entered into commission-sharing arrangements with several broker-dealers. The Investment Adviser will also operate within the safe harbor created by Section 28(e) of the Exchange Act, as amended. Research products and services provided by brokers may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, access to management and other products and services providing lawful and appropriate assistance to

the Investment Adviser in the performance of its investment decision-making responsibilities. Soft dollars generated in respect of futures, currency and derivatives transactions and principal transactions (that are not riskless principal transactions) that do not generally fall within the safe harbor created by Section 28(e) will be utilized only with respect to research related products and services for the benefit of the Funds. To the extent that such “soft dollar” arrangements are no longer permitted pursuant to applicable law, certain fees and expenses for goods and services previously obtained through such arrangements may, to the extent provided herein, be charged to the Funds directly. When the Investment Adviser uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, the Investment Adviser receives a benefit because it does not have to produce or pay for such products or services. The Investment Adviser has an incentive to select or recommend a broker-dealer based on its interest in receiving research or other products or services, rather than on the Funds’ interest in receiving most favorable execution. Nevertheless, the Investment Adviser seeks to obtain best execution considering the factors identified in the preceding section. The Investment Adviser uses soft dollar benefits to service all of its client accounts. 2. Brokerage for Client Referrals. From time to time, representatives of the Investment Adviser or its affiliates may speak at conferences and programs for investors interested in investing in hedge funds which are sponsored by prime brokers. These conferences and programs may provide opportunities by which the Investment Adviser is introduced to potential investors in the Funds and other investment vehicles the assets of which it manages. Generally, the prime brokers are not compensated by the Investment Adviser or its affiliates, the Funds or the potential investors for providing such “capital introduction” opportunities. In addition, prime brokers may provide financing and other services to the Funds, the Investment Adviser, the Manager and Cevian Malta. Consequently, such additional services by a prime broker may influence the Investment Adviser or its affiliates in deciding whether to use the services of such prime broker in connection with the activities of the Funds. 3. Directed Brokerage. The Investment Adviser does not recommend, request or require that a client direct the Investment Adviser to execute transactions through a specified broker-dealer. 4. Trade Errors. The Investment Adviser’s traders may on occasion experience errors with respect to trades made on behalf of the Funds. Trade errors can result from a variety of situations, including, for example, when the wrong security is purchased or sold; when the correct security is purchased or sold but for the wrong account; when the wrong amount is purchased or sold (e.g., 1,000 shares instead of 10,000 shares are traded); or when a misallocation among client accounts occurs. The Investment Adviser endeavors to detect trade errors prior to settlement and correct them in an expeditious manner.

The Investment Adviser will use its best efforts to assure that orders are entered correctly; however, to the extent that an error occurs, it is to be (i) corrected as soon as practicable; and (ii) reported to the Compliance Officer. The Investment Adviser is responsible for its own errors and not the errors of other persons, including third-party broker-dealers and custodians, unless otherwise expressly agreed to by the Investment Adviser. Trades that are simply misallocated to the wrong account (“trade misallocations”) and are discovered prior to settlement date shall be reallocated to the originally intended account at the price of the original trade. If an error (other than a trade misallocation) is discovered on the trade date or thereafter, the trade shall be broken, if possible. If the executing broker-dealer cannot break the trade, the error should be reported to the Compliance Officer, who will investigate the matter and determine an appropriate resolution, which may include allocating the trade (and its correcting trade) to the Investment Adviser’s error account maintained at the executing broker-dealer or to a client account. After a complete investigation and evaluation of the circumstances surrounding an error, the Compliance Officer has discretion to resolve a particular error in a manner other than specified in these procedures. Any errors resulting from unique circumstances shall be resolved on a case-by-case basis. In either event, an explanatory memorandum will be prepared and maintained by the Compliance Officer. The Investment Adviser has a conflict of interest when determining whether the losses resulting from a trading error will be borne by a Fund because otherwise the Investment Adviser would generally be required to reimburse such losses. Resolution of Trade Errors is subject to the Investment Adviser’s policies and procedures. B. Brokerage Procedure 1. Allocations of Trades and Investment Opportunities Certain inherent conflicts of interest arise from the fact that the Investment Adviser and its affiliates provide management, investment management and investment advisory services, as applicable, to the Funds and may carry on investment activities for other clients including, without limitation, other investment funds, client accounts and proprietary accounts (any of whom may be investors in the Funds), in which the Funds will have no interest and whose respective investment programs may or may not be substantially similar. The portfolio strategies employed for such other investment programs could conflict with the transactions and strategies employed in managing the Funds’ portfolios and affect the prices and availability of the securities and instruments in which the Funds invest. Conversely, participation in specific investment opportunities may be appropriate, at times, for both a Fund and the other investment programs. In such case, the Investment Adviser will seek to allocate participation in such opportunities on an equitable basis, taking into account applicable considerations that the Investment Adviser deems to be relevant, which may include (but are not limited to): as the relative amounts of capital available for new investments, relative exposure to short-term market trends, and the respective investment programs and portfolio positions of the relevant Fund and the other investment programs. Such considerations may result in allocations of certain investments on other than a pari passu basis. Conflicts of interest have arisen, and are expected to arise in the future, when

the Investment Adviser makes decisions on behalf of one of the Funds with respect to matters where the interests of the other Funds differ from the interests of one or more Funds. From time to time, the Investment Adviser has identified, and expects in the future to identify, opportunities it deems attractive to acquire interests in companies exceeding the amount it believes is appropriate for a Fund to acquire. Additionally, the Investment Adviser has identified, and expects in the future to identify, situations where it believes the position of a Fund in an intended investee company would be enhanced were such Fund’s position to be accompanied by that of an additional co-investor receiving advice from or managed by the Investment Adviser. In such circumstances, one or more coinvestment vehicles managed by the Investment Adviser may be utilized to acquire such investments. One or more investors in the Funds, proprietary accounts and/or other third party investors may be offered an opportunity to invest, in the Investment Adviser’s discretion, in such co-investment vehicles. The Investment Adviser will typically utilize such co-investment vehicles when it, in its sole judgement, believes their use may be in the interests of the relevant Fund. The allocation of an investment opportunity between a Fund and the co-investment vehicles will be determined in the sole discretion of the Investment Adviser in a manner that the Investment Adviser deemed to be fair, reasonable and equitable. Such considerations may result in allocations of certain investments on other than a pari passu basis and, in some cases, a Fund may not participate fully in a particular co-investment opportunity. There can be no assurance that the use of co-investment vehicles and the investment practices relating thereto will achieve a positive impact on the Funds’ investment portfolios. The Investment Adviser has sole discretion as to the amount (if any) of a coinvestment opportunity that will be allocated to a particular Fund investor and may allocate co-investment opportunities instead to proprietary accounts or third parties. The Investment Adviser is not obliged to arrange co-investment opportunities, and no shareholder will be obliged to participate in such an opportunity. The Investment Adviser is committed to allocating investment opportunities on a fair and equitable basis, and in a manner that is consistent with the investment objectives of each of the Funds it manages. The Investment Adviser endeavors to allocate investment opportunities among its clients fairly and equitably, to the extent possible, over time. Consistent with this policy, the Investment Adviser generally manages its clients’ accounts on a pari passu basis and makes investment decisions among client accounts on a pro rata basis in proportion to the relative size of each client’s account, but the Investment Adviser may depart from these general parameters under certain circumstances. The Investment Adviser also may take into account a variety of the other factors such as the available cash for each Fund, the tax consequences of a particular investment, and legal restrictions such as those that may arise in foreign jurisdictions. With respect to allocations of limited investment opportunities, such as privately placed securities and initial public offerings of securities, the Investment Adviser will determine which Funds are eligible to participate in those opportunities. Limited investment opportunities will generally be allocated among all eligible Funds in proportion to their relative capital balances in accordance with the procedures set forth above. Funds without sufficient available capital will not participate. The Investment Adviser may give

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A. Economic Benefits for Providing Services to Clients. The Investment Adviser does not receive economic benefits from non-clients for providing investment advice and other advisory services. B. Compensation to Non-Supervised Persons for Client Referrals. Neither the Investment Adviser nor any related person directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals. The Investment Adviser may from time to time utilize third-party placement agents which receive compensation, which may be borne either by the Investment Adviser or by an investor, for referring investors to the Funds or other investment vehicles managed by the Investment Adviser. In addition, the Investment Adviser may from time to time maintain compensation arrangements with certain of its employees that may be deemed to constitute indirect compensation in this regard.

There are no legal or disciplinary events that are material to a client or prospective client’s evaluation of the Investment Adviser’s advisory business or the integrity of its management.

A. Frequency and Nature of Review of Client Accounts or Financial Plans. The Investment Adviser performs various daily, weekly, monthly, quarterly and periodic reviews of each client’s portfolio. Such reviews are conducted by the members of the Investment Adviser’s board of directors, investment officers and the employees of Cevian AB, Cevian AG and Cevian Swiss Branch. B. Factors Prompting Review of Client Accounts Other than a Periodic Review. A review of a client account may be triggered by any unusual activity or special circumstances. C. Content and Frequency of Account Reports to Clients. The Investment Adviser generally provides annual audited financial statements to its clients as soon as practicable after the applicable client’s fiscal year end. Investors in the Funds receive an individual net asset value statement each month and a short letter each quarter. The Investment Adviser provides certain investors with information on a more frequent and detailed basis if agreed to by the Investment Adviser. In addition, the Investment Adviser issues investors tax reports and annual audited financial statements concerning their respective Funds. In addition, the Investment Adviser’s personnel may participate in monthly portfolio reviews with Fund investors at the Investment Adviser’s discretion, which are attended by the appropriate members of the Investment Adviser’s investment staff.

The Investment Adviser is deemed to have custody of client funds and securities because it acts as a general partner to the Funds under Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) and/or it has the authority to obtain client funds or securities. As the Investment Adviser’s principal office and place of business is outside the U.S., and it solely advises non-U.S. clients, the Custody Rule does not apply to the Investment Adviser’s clients. Notwithstanding the Investment Adviser’s status as a non-U.S. adviser solely to non-U.S. clients, clients’ funds and securities are generally maintained with a qualified custodian and each Fund is subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and each Fund distributes its audited financial statements to all investors within 120 days of the end of its fiscal year. Each Fund’s financial statements are prepared under International Financial Reporting Standards and are reconciled to U.S. Generally Accepted Accounting Principles (“GAAP”) where the Fund distributes financial statements to U.S. investors. However, for confidentiality reasons and to protect the value of the Funds’ positions, such reconciliations do not identify specific positions that would otherwise typically be included in financial statements prepared in accordance with GAAP.

The Investment Adviser serves as the general partner with discretionary trading authority to the Master Fund, the Domestic Fund, the Co-Investment Funds, and the Co-Investment Series P Fund. The Manager has discretionary trading authority to the Offshore Fund. The Investment Adviser’s and Manager’s investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as set forth in its offering documents. The Investment Adviser and Manager’s or an affiliate of the Investment Adviser or Manager entered into an investment management agreement, or similar agreement, with each Fund, pursuant to which the Investment Adviser or an affiliate of the Investment Adviser was granted discretionary trading authority.

A. Policies and Procedures Relating to Voting Client Securities. In compliance with Advisers Act Rule 206(4)-6, the Investment Adviser has adopted proxy voting policies and procedures. The general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable client’s best interests and is in line with each client’s investment objectives. The Investment Adviser will consider each potential proxy issue on a case-bycase basis, within the full context of the business, performance, management and corporate governance of each company in which the clients have invested, and reach a determination of how to vote in light of all the surrounding material circumstances. In limited circumstances, the Investment Adviser may refrain from voting Proxies where the Investment Adviser believes that voting would be inappropriate, taking into consideration, among other factors, the need to preserve the confidentiality of certain Fund investments. The Investment Adviser will only refrain from voting Proxies where it believes that this course of action is in the best interests of the Funds. Generally, clients may not direct the Investment Adviser’s vote in a particular solicitation. Conflicts of interest are expected to arise between the interests of the clients on the one hand and the Investment Adviser or its affiliates on the other hand. If the Investment Adviser determines that it may have, or is perceived to have, a conflict of interest when voting Proxies, the Investment Adviser will vote in accordance with its Proxy voting policies and procedures. Clients may obtain a copy of the Investment Adviser’s Proxy voting policies and its Proxy voting record upon request. From time to time, the Investment Adviser receives notices regarding class action lawsuits involving securities that are or were held by the Funds. As a matter of policy, the Investment Adviser refrains from serving as the lead plaintiff in class action matters and also refrains from submitting proofs of claim where the Investment Adviser believes that either the recovery amounts are likely to be negligible or the Investment Adviser cannot be assured of confidential treatment of the data submitted in connection with the proof of claim. As a result, the Investment Adviser, in most cases, does not participate in class action law suits. The Investment Adviser has not currently engaged any proxy advice service to assist it with determining proxy votes. However, the Investment Adviser engages certain vendors to physically execute votes on its behalf and the Compliance Officer conducts due diligence on these vendors on an annual basis.

The Investment Adviser is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.