Disclosures

DISCLOSURES

Harris Williams LLC is a registered broker-dealer and member of FINRA and SIPC and an exempt market dealer in Canada. HW is exempt from the requirement to hold an Australian financial services license (“AFSL”) under the Corporations Act 2001 in respect of the financial services it provides to you or potential investors. Harris Williams is a registered broker-dealer (SEC# 8-53380) regulated by the United States Securities and Exchange Commission (“SEC”) under U.S. laws, which differ from Australian laws. The financial services provided by Harris Williams in Australia—including financial product advice and dealing in securities will only be provided to entities who qualify as "wholesale clients" as defined in section 761G of the Corporations Act 2001. Harris Williams & Co. Ltd is a private limited company incorporated under English law with its registered office at 13th floor, One Angel Court, London EC2R 7HJ, UK, registered with the Registrar of Companies for England and Wales (registration number 07078852). Harris Williams & Co. Ltd is authorised and regulated by the Financial Conduct Authority, number 5408952. Harris Williams Private Capital Advisory Ltd. is an Appointed Representative of Sturgeon Ventures, LLP, which is authorised and regulated by the Financial Conduct Authority number 452811. Harris Williams & Co. Corporate Finance Advisors GmbH is registered in the commercial register of the local court of Frankfurt am Main, Germany, under HRB 107540. The registered address is 16th Floor, Marienturm, Taunusanlage 9-10 60329, Frankfurt am Main, Germany (email address: hwgermany@harriswilliams.com). Geschäftsführer/Director: Paul Poggi, VAT No. DE321666994. Harris Williams & Co. Corporate Finance Advisors GmbH provides investment solicitation and investment brokerage under the liability umbrella of AHP Capital Management GmbH within the meaning of Section 2 clause 2 no. 3 of the German Securities Institutions Act (Wertpapierinstitutsgesetz; „WpIG“) as tied agent exclusively for the account and under the liability of AHP Capital Management GmbH, Weißfrauenstraße 12 - 16, 60311 Frankfurt am Main. and is entered in the register of tied agents publicly maintained by BaFin under number No. 80182210 at its liability institute, AHP Capital Management GmbH. The register can be viewed at www.bafin.de. Harris Williams is a trade name under which Harris Williams LLC, Harris Williams & Co. Ltd, Harris Williams Private Capital Advisory Ltd and Harris Williams & Co. Corporate Finance Advisors GmbH conduct business.

The information and views contained in this content have been prepared in part by Harris Williams. Harris Williams is a subsidiary of PNC Bank, National Association (“PNC”), and this content also contains information and views provided by PNC . This content does not purport to be comprehensive or to contain all the information that a recipient may need in order to evaluate any investment or potential transaction. This content is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. Any and all information, including estimates, projections and other forward‐looking statements, presented in this document may involve various assumptions and significant elements of subjective judgment and analysis that may or may not be correct. Harris Williams has not independently verified, and neither Harris Williams nor any other person will independently verify, any of the information, estimates, projections or forward‐looking statements contained herein or the assumptions on which they are based. The information contained in this document is made as of the date hereof unless stated otherwise. Harris Williams does not expect to update or otherwise revise this document nor provide any additional information, nor correct any inaccuracies herein which may become apparent.

This content is intended for institutional use only and should not be relied upon by retail investors or members of the general public. The information contained herein is believed by Harris Williams to be reliable but Harris Williams makes no representation or warranty as to the accuracy or completeness of such information, and information contained herein that is based on material prepared by others may involve significant elements of subjective judgment and analysis which may or may not be correct. Opinions, estimates and projections contained herein constitute Harris Williams` judgment and are subject to change without notice.

This content is not to be construed as investment advice an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular transaction, nor shall this content form the basis of any contract. It does not constitute and should not be construed as an endorsement or recommendation of any entities` products or services.

No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams` prior written consent.

BUSINESS CONTINUITY PLAN

HW`s policy is to respond to a Significant Business Disruption (SBD) by protecting the health and safety of its employees, safeguarding firm property, making a financial and operational assessment, protecting the firm`s books and records, fulfilling legal and regulatory obligations, and continuing to conduct business.

There are two types of SBDs, internal and external. Internal SBDs affect only a single location`s ability to communicate and do business (e.g., a fire in an office building). External SBDs are more widespread, affecting several firms, or preventing the operation of the securities markets (e.g., a significant epidemic or a pandemic, a terrorist attack, a city flood, or a wide-scale regional disruption). Responses will vary depending on the severity of the SBD. For HW, a response to an external SBD would be similar to that of an internal SBD since HW does not trade securities and, therefore, does not rely on other organizations (such as clearing firms) to accomplish its work.

HW has deployed technology to enable its employees to work with flexibility and effectiveness from remote locations. Thus, in the event of an SBD that results in the loss of a particular facility, HW employees have the ability to work from remote locations (homes, temporary office space, hotels, etc.).

Since HW's business is purely advisory, the firm does not hold any customer accounts, nor does it engage in transactions on its own or on its clients` behalf. HW provides investment banking advisory services only. HW does not maintain custody of any funds or securities, nor does HW direct any such to a clearing firm.

Electronic data is managed, replicated and backed up offsite at two secure facilities containing redundant power and cooling to sustain operations. Harris Williams backs up its electronic records daily. In the event of an internal or external SBD and the primary location is inoperable, the firm will continue operations from its backup site or an alternate location. For the loss of electronic records, HW will recover data from its backup site, or, if the primary site is inoperable, continue operations from the backup site or an alternate location.

In the event of an SBD, HW will immediately identify how to communicate with its clients, employees, critical vendors and regulators. Although the effects of an SBD will determine the means of alternative communication, the communications options HW will employ will include telephone, voice mail, secure e-mail, etc. HW will also post contact information on its website.

PATRIOT ACT

Under Section 326 of the USA PATRIOT Act, HW and its affiliates are required to verify the identity of their clients. HW utilizes the services of outside vendors, such as World Check, to assist with this government-mandated requirement.

REGULATORY INFORMATION

Harris Williams LLC is a registered broker-dealer and member of FINRA and SIPC and an exempt market dealer in Canada. HW is exempt from the requirement to hold an Australian financial services license (“AFSL”) under the Corporations Act 2001 in respect of the financial services it provides to you or potential investors. Harris Williams is a registered broker-dealer (SEC# 8-53380) regulated by the United States Securities and Exchange Commission (“SEC”) under U.S. laws, which differ from Australian laws. The financial services provided by Harris Williams in Australia—including financial product advice and dealing in securities will only be provided to entities who qualify as "wholesale clients" as defined in section 761G of the Corporations Act 2001. Harris Williams & Co. Ltd is a private limited company incorporated under English law with its registered office at 13th floor, One Angel Court, London EC2R 7HJ, UK, registered with the Registrar of Companies for England and Wales (registration number 07078852). Harris Williams & Co. Ltd is authorised and regulated by the Financial Conduct Authority, number 5408952. Harris Williams Private Capital Advisory Ltd. is an Appointed Representative of Sturgeon Ventures, LLP, which is authorised and regulated by the Financial Conduct Authority number 452811. Harris Williams & Co. Corporate Finance Advisors GmbH is registered in the commercial register of the local court of Frankfurt am Main, Germany, under HRB 107540. The registered address is 16th Floor, Marienturm, Taunusanlage 9-10 60329, Frankfurt am Main, Germany (email address: hwgermany@harriswilliams.com). Geschäftsführer/Director: Paul Poggi, VAT No. DE321666994. Harris Williams & Co. Corporate Finance Advisors GmbH provides investment solicitation and investment brokerage under the liability umbrella of AHP Capital Management GmbH within the meaning of Section 2 clause 2 no. 3 of the German Securities Institutions Act (Wertpapierinstitutsgesetz; „WpIG“) as tied agent exclusively for the account and under the liability of AHP Capital Management GmbH, Weißfrauenstraße 12 - 16, 60311 Frankfurt am Main. and is entered in the register of tied agents publicly maintained by BaFin under number No. 80182210 at its liability institute, AHP Capital Management GmbH. The register can be viewed at www.bafin.de. Harris Williams is a trade name under which Harris Williams LLC, Harris Williams & Co. Ltd, Harris Williams Private Capital Advisory Ltd and Harris Williams & Co. Corporate Finance Advisors GmbH conduct business.

As an aid to the education and protection of the investing public, FINRA operates a toll-free information hotline and an Internet Website to disseminate information regarding the disciplinary history of FINRA members and their associated persons. Clients who wish to obtain a brochure which describes the FINRA Broker Check Program should contact FINRA through the hotline or via the Internet.

• Call the Broker Check Hotline at +1-800-289-9999. The hotline is open Monday through Friday, 8:00 am to 8:00 pm.

• Email FINRA through the broker check portal.

• Visit the Website: The Broker Check Program can be accessed through the Internet at https://www.finra.org/.

AFFILIATION

Harris Williams LLC is a subsidiary of The PNC Financial Services Group, Inc. The PNC Financial Services Group, Inc. and its affiliates (“PNC”) are engaged in a broad range of financial services and securities activities. HW provides financial advisory services only and does not accept deposits, extend credit, or engage in trading on its own or its clients` behalf.

EQUAL EMPLOYMENT OPPORTUNITY

It is the policy of The PNC Financial Services Group, Inc. ("PNC") to affirmatively implement equal opportunity to all qualified applicants and existing employees without regard to race, color, religion, national origin, gender, sexual orientation, gender identity/expression, age, ancestry, marital status, genetic information, family medical history, disability, protected veteran status, or any other basis that would be in violation of any applicable ordinance or law. Protected veterans include disabled veterans, active duty wartime or campaign badge veterans, recently separated veterans and Armed Forces service medal veterans. All aspects of employment including recruitment, selection, hiring, training, transfer, promotion, termination, compensation, and benefits conform to this basic policy in order to further the principles of equal employment opportunity and affirmative action.

Click here for Disclosure of Information Relating to Remuneration

Click here for our Modern Slavery Act Statement

CONTACT US

If you have any questions on this policy, please notify us at Harris Williams, 1001 Haxall Point, 9th Floor, Richmond, Virginia 23219; email: info@harriswilliams.com; and facsimile: +1 (804) 648-0073.

POLICY CHANGES

We reserve the right to change our Disclosures at any time.

Date of last update or revision: November 12, 2024

Harris Williams is a global investment bank specializing in M&A and private capital advisory services. Clients worldwide rely on us to help unlock value in their business and turn ambitious goals into reality. We approach every engagement with boundless collaboration, pooling expertise and relationships across industries and geographies. For over 30 years, our clients have trusted us to think strategically, execute precisely, and deliver superior outcomes to help them grow.


Harris Williams LLC is a registered broker-dealer and member of FINRA and SIPC. Harris Williams & Co. Ltd is a private limited company incorporated under English law with its registered office at 13th floor, One Angel Court, London EC2R 7HJ, UK, registered with the Registrar of Companies for England and Wales (registration number 07078852). Harris Williams & Co. Ltd is authorised and regulated by the Financial Conduct Authority, number 5408952. Harris Williams Private Capital Advisory Ltd. is an Appointed Representative of Sturgeon Ventures, LLP, which is authorised and regulated by the Financial Conduct Authority number 452811. Harris Williams & Co. Corporate Finance Advisors GmbH is registered in the commercial register of the local court of Frankfurt am Main, Germany, under HRB 107540. The registered address is 16th Floor, Marienturm, Taunusanlage 9-10 60329, Frankfurt am Main, Germany (email address: hwgermany@harriswilliams.com). Geschäftsführer/Director: Paul Poggi, VAT No. DE321666994. Harris Williams is a trade name under which Harris Williams LLC, Harris Williams & Co. Ltd and Harris Williams & Co. Corporate Finance Advisors GmbH conduct business.