JANA PARTNERS MANAGEMENT, LP

As an investment adviser, the firm sources potential investments, conducts research and due diligence, structures investments, and monitors them on behalf of clients. They also provide or arrange for administrative services. These activities are referred to as "Investment Advisory Services," and all advisory fees are generated from them. Client assets are managed on a discretionary basis according to the client's investment objectives and policies. The firm has the authority to formulate investment strategies, including deciding which securities to buy and sell, when to do so, and in what amounts. The firm does not limit the types of Investment Advisory Services offered, nor are there material limitations on the types of securities in which they may invest or advise. They may invest in any security and any sector to carry out client objectives, and have the flexibility to utilize special purpose subsidiaries, investment vehicles, swaps, derivatives, or structured products. However, these activities are subject to the provisions of relevant investment management agreements, offering memorandums, or organizational documents. The firm and its officers and employees will devote as much time to client accounts as deemed necessary and appropriate.

JANA identifies and purchases undervalued securities with the goal of creating value for its clients. The success of their clients' investments depends on JANA's ability to identify these securities and implement value-creating changes. Client assets are managed on a discretionary basis, with JANA having the authority to formulate the investment strategy, including deciding which securities to buy and sell, when to buy and sell, and in what amounts. The investment team conducts fundamental market research using diverse sources of information, including company reports, third-party research, press releases, SEC filings, financial publications, government data, scholarly journals, market data, and meetings with management, suppliers, competitors, and industry consultants. However, there is no assurance that such opportunities will be successfully recognized or acquired, and clients may incur losses if the perceived opportunities fail to converge toward expected values.

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