VALUEACT HOLDINGS, L.P.

ValueAct Capital serves as the investment manager for multiple clients and expects to manage additional investment vehicles in the future. The company and its general partners will not devote their resources and time exclusively to any specific client's business, but will allocate their time and resources as deemed necessary and appropriate to manage the business and activities of all clients. ValueAct Capital has an agreement with an affiliate to provide overseas marketing support to the Flagship Fund, Japan Fund, and certain Co-Investment Vehicles. The general partner of the relevant private funds will compensate this affiliate with a success fee or a minimum annual engagement fee, and will reimburse the affiliate for certain expenses. The general partner retains discretion to compensate the affiliate based upon any other compensation structure. While the private funds do not currently use other third-party solicitors or placement agents, they may consider using them in the future. Such third-party solicitors may receive fees from the applicable general partner that may be based on the subscription amounts of investors or ongoing fees based upon the performance of the funds.

The Flagship Fund and the Japan Fund both focus on acquiring significant ownership stakes in a limited number of companies they believe are undervalued. The ValueAct Capital investment team seeks out companies that are out of favor or undergoing significant transitions, believing these companies may be temporarily mispriced due to factors like unfavorable industry conditions, poor performance, or management changes. They aim to work with management to implement strategies and improve the company's value. Active investing strategies, while aiming to improve a company's value, can be ineffective due to various factors. These include opposition from management or shareholders, government intervention, defensive strategies by the target company, market fluctuations, corporate governance mechanisms, and the inability to acquire enough securities at an attractive price. Additionally, opponents of proposed changes may involve regulatory agencies, leading to investigations and potential risks for the investors.

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