Inclusive Capital Partners LP

FEES AND COMPENSATION

        In general, Inclusive Capital receives a management fee and a performance allocation in
connection with the provision of advisory services to its clients. Inclusive Capital or other In-Cap
entities or affiliates receive additional compensation in connection with management and other
services performed for portfolio investments of the Funds and such additional compensation will
offset in whole or in part the management fees otherwise payable to Inclusive Capital to the extent
provided by the Governing Documents. In addition, in certain circumstances Inclusive Capital
receives compensation for management and other services performed in connection with co-
investments made in investments held by the Funds. The receipt of such fees will not reduce any
management fee payable by any Fund(s) that have also invested in such investment, and as a result
a Fund will, in most cases, only benefit with respect to its allocable portion of any such fee and
not the portion of any fee that relates to such co-investors or potential co-investors, which have the
potential to be significant. Investors in a Fund also bear certain expenses in accordance with the
Governing Documents of the relevant Fund.

Management Fees

        The Funds generally pay Inclusive Capital a management fee (the “Management Fee”),
quarterly, in arrears, with respect to each Fund investor, up to 0.375% (1.50% per annum) of the
net asset value of such investor’s sub-capital account. The Management Fee is adjusted
proportionately for capital contributions or withdrawals that occurred during a fiscal quarter.

         To the extent specified in a Fund’s Governing Documents, if any transaction, break-up,
board fees or other fees are received by Inclusive Capital, its affiliates or any of its or their
employees or representatives who are acting on behalf of a Fund from investments in which such
Fund participates, the Management Fee will be reduced by the amount of such fees (net of any
associated expenses) that are ratably attributable to the Fund’s (and not any other persons’) interest
in the investment giving rise to such fees (or, in the case of break-up fees, such proposed interest
in the investment). If the amount of such fees exceeds the amount of the Management Fee for a
particular period, the remainder shall be carried forward to offset subsequent Management Fees.
For the avoidance of doubt, the portion of such fees not ratably attributable to a Fund’s interest in
the applicable investment will not benefit such Fund and will benefit Inclusive Capital or its
affiliates (in the case of the ratable interest of Inclusive Capital or its affiliates in the applicable
investment) and/or other clients of Inclusive Capital (in the case of the ratable interest of such other
Inclusive Capital clients in the applicable investment).

         As a matter of practice, Inclusive Capital will from time to time be paid fees of the type
referred to in the preceding paragraph from, on behalf of or with respect to co-investors in an
investment, as well as other fees relating to the structuring and administration of co-investment
arrangements. The receipt of any such fees will not reduce the Management Fee payable by any
Fund(s) that have also invested in such investment, and as a result a Fund will, in most cases, only
benefit with respect to its allocable portion of any such fee and not the portion of any fee that
relates to such co-investors or potential co-investors (which could include co-investment vehicles

managed by Inclusive Capital, third parties, portfolio company management or employees and/or
others), which have the potential to be significant. Supplemental fee offsets generally are
performed on a net basis, after giving effect to certain taxes and other expenses in connection with
the receipt of such fees or the provision of related services. Unless otherwise agreed with investors,
supplemental fees generally will be payable without further offset during term extensions, even if
Management Fees are reduced or eliminated during the extended term, thus reducing the amounts
of Management Fees actually offset. In certain circumstances, Inclusive Capital expects that co-
investors, lenders, consultants or other parties will negotiate the right to share a portion of such
fees from a particular investment, and the above-described offset percentage will be applied after
excluding any amounts paid to such persons.

        Certain Governing Documents permit Inclusive Capital to waive or agree to reduce the
Management Fee. Waived or reduced Management Fees are not subject to the Management Fee
offsets described above. Due to waived or reduced Management Fees by Inclusive Capital and/or
timing of receipt of compensation subject to offsets (as described above), it is possible that
Management Fee offsets will be delayed and/or not fully realized by investors in a Fund, resulting
in a net additional benefit to Inclusive Capital.

        For Separate Accounts, Management Fees are negotiated with the client and will vary
depending upon such client’s investment objectives. Typically, such client’s fees are based on the
value of assets under management or invested capital. The terms of payment are set forth in the
Separate Account Agreement, but such fees are generally accrued and paid monthly or quarterly
and are payable until the agreement is terminated. In the event a Separate Account Agreement is
terminated and fees have been paid in advance, the client will receive a pro rata refund of such
fees based on the number of days for which services were provided during the period in question
as set forth in the client’s agreement.

       To the extent specified in a Separate Account Agreement, if any transaction, break-up,
board fees or other fees are received by Inclusive Capital, its affiliates or any of its or their
employees or representatives who are acting on behalf of a Separate Account from investments in
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TYPES OF CLIENTS

         Inclusive Capital may provide investment advice to Funds and Separate Accounts, and
references throughout this Brochure to “clients” and to Inclusive Capital’s related duties to and
practices on behalf of its clients and/or investors should be construed accordingly. The Funds
generally include investment partnerships or other investment entities formed under domestic or
foreign laws and operated as exempt investment pools under the Investment Company Act of 1940,
as amended (the “Company Act”). The investors participating in the Funds and/or Separate
Accounts generally include individuals, banks or thrift institutions, other investment entities,
university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans,
trusts, estates or charitable organizations or other corporations or business entities and from time
to time include, directly or indirectly, principals or other employees of Inclusive Capital and its
affiliates and members of their families or other service providers retained by Inclusive Capital, as
well as executives of portfolio companies.

       The relevant General Partner also generally is permitted to, from time to time, establish
Funds that are alternative investment vehicles in order to permit certain investors to participate in
one or more particular investment opportunities in a manner desirable for tax, regulatory or other
reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the
assets of these vehicles independent of limitations or other procedures set forth in the
organizational documents of such vehicles and the related Fund.

        The Funds generally are expected to have minimum investment amounts of $10 million for
third-party investors, and Fund interests are expected to be offered and sold solely to qualified
purchasers (or qualified knowledgeable Inclusive Capital personnel). Inclusive Capital generally
is permitted to waive such minimum investment amount, but generally will not permit an amount
less than $100,000 (or other amounts as specified by British Virgin Islands law).

       Separate Accounts generally have minimum investment amounts of $10,000,000 or as
otherwise set forth in the relevant Separate Account Agreement.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Inclusive Capital is a private investment firm focused on implementing an investment
strategy that includes due diligence, a concentrated number of investments, and/or active,
constructive involvement in those investments. Inclusive Capital’s investment team collectively
has experience working with companies as shareholders, and oftentimes as members of the
companies’ boards.

       Inclusive Capital’s ultimate goal is to constructively work with management and a
company’s board of directors to implement strategies that seek to generate attractive returns for
shareholders by encouraging them to consider sustainability.

      There can be no assurance that Inclusive Capital will achieve the investment objectives of
any Fund or Separate Account, and a loss of investment is possible.

Investment Strategy

        Inclusive Capital is a primarily engaged, long-term investor in pursuit of a healthy planet
and of the health of its inhabitants, and seeks to achieve superior returns by primarily making long-
term investments in companies that responsibly and creatively address environmental and social
problems by using sustainable models and/or in companies that Inclusive Capital believes would
benefit from utilizing sustainable models.

Risks of Investment

        Each Fund and its investors, as well as each Separate Account, bear the risk of loss that
Inclusive Capital’s investment strategy entails. The risks involved with Inclusive Capital’s
investment strategy and an investment in a Fund and/or Separate Account include, but are not
limited to:

        Reliance on Inclusive Capital. All of the Funds’ and/or Separate Accounts’ investment
opportunities will be selected by Inclusive Capital investment personnel, and the quality of their
decisions will determine the Funds’ and Separate Accounts success or failure. Investors will not
have an opportunity to select or evaluate any investments, or to review the related securities
positions at any time. Past performance of any Fund or Separate Account is not necessarily
indicative or a guarantee of future results.

       Lack of Sufficient Investment Opportunities. It is possible that a Fund or Separate Account
will never be fully invested if enough sufficiently attractive investments are not identified. The
business of identifying and consummating investments is highly competitive and involves a high
degree of uncertainty.

        Dynamic Investment Strategy. While Inclusive Capital generally intends to seek attractive
returns for its clients through the investment strategy and methods described herein and in the
Governing Documents and/or Separate Account Agreement, Inclusive Capital is permitted to
pursue additional investment strategies and/or modify or depart from its initial investment strategy,
investment process or investment techniques to the extent it determines such modification or
departure to be appropriate and consistent with the Governing Documents and/or Separate Account
Agreement. Inclusive Capital is permitted to pursue investments outside of the industries and
sectors in which Inclusive Capital has previously made investments.

        Illiquidity; Lack of Current Distributions. An investment in a Fund and/or Separate
Account should be viewed as an illiquid investment. It is uncertain as to when profits, if any, will
be realized. Losses on unsuccessful investments may be realized before gains on successful
investments are realized. The return of capital and the realization of gains, if any, generally will
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