Code of Conduct

Composition Capital Partners

Introduction
This Code of Conduct outlines the set of standards for the conduct of the employees of Composition Capital Partners B.V. and its affiliated entities (“Composition” or “the Company”) in the context of their ethical and professional corporate responsibility. The duty to seek interpretation when in doubt rests with each employee. No officer or employee in any position is authorized to depart from Composition’s standards and practices or to condone a departure by anyone else. Strict compliance with company standards and practices described below is required.

In summary, Composition expects all of its employees to act at all times with integrity and avoid conflicts of interests and avoid any actions or situations that are inconsistent with Composition’s high ethical and compliance standards. It is important that employees not only act in accordance with the letter, but also within the spirit of this Code of Conduct, while always using their common sense, both inside and outside the workplace. After all, careless behavior not only affects the employee, but may also be detrimental to Composition in pursuit of its business goals.

An employee is not permitted to involve any third parties in any action that violates this Code of Conduct.

This Code of Conduct will be reviewed regularly, with any updates made available to employees. Employees can also access the most current version of the standards and practices electronically, via Composition’s internal network. Finally, each employee is requested to remember that compliance is an ongoing activity. The highest standards of honesty and integrity in the conduct of Composition’s business is something to adhere to day in day, out.

Compliance with Composition’s Code of Conduct is a condition of employment. Failure to comply may result in a range of disciplinary actions, including dismissal. Failure by any employee to disclose violations of these standards and practices by other Composition employees is also grounds for disciplinary action.

Avoidance of conflict of interest
"Conflict of Interest" generally describes situations where an employee's own interest may influence the way he or she handles company business. It usually involves a situation where an
employee or an employee's family members can benefit personally from transactions involving the Company. While a possible conflict between personal interests and company interests does not always result in damage to the Company, its very existence creates an inappropriate condition. Even the appearance of a conflict of interest should therefore be avoided. It is not possible to describe all instances where a conflict of interest could occur. However, the guidelines below help define a potential conflict of interest.

A conflict of interest can exist when an employee or family member has a direct or indirect financial interest in, or receives any compensation or other benefit from, any individual or firm that:

• sells material, equipment or property to the Company;
• renders any service to the Company;
• has contractual relations or business dealings with the Company, either directly or indirectly through any underlying investment vehicle the Company is involved with;
• performs work or render services for an organization that competes with the Company or with which the Company does business without appropriate approval from management.

A conflict may also exist when an employee uses Company equipment, personnel or facilities for personal gain.

Company business must be conducted solely on the basis of merit and open competition. Employees must refrain from actions that might impair their independent judgment or provide an unfair advantage to a counterparty.

The following illustrates some of the kinds of activities employees should avoid:

• Employees should not borrow from the Company's clients or from individuals or firms with which the Company does business, with the exception of ordinary retail banking services;
• Employees should not perform investment transactions for private account in (in)direct real estate, other than the primary residence and a first holiday residence;
• Employees should not solicit gifts, services, benefits or hospitality from clients or suppliers. In addition, employees should not accept gifts, services, benefits or hospitality from clients and suppliers that might influence or appear to influence the employee's conduct in representing the Company. Gifts and entertainment may be exchanged at a level that does not exceed customary courtesies extended in accordance with ethical business practices. Employees can check with their supervisor for further explanation of what constitutes inappropriate gifts and entertainment in their specific area of operations;
• If an employee or a family member is engaged in activities that create or even appear to create a conflict of interest, he or she must immediately provide all pertinent information to his or her supervisor. The supervisor will then send the information to the
Company’s Compliance Officer for concurrence or additional guidance on how to address the conflict appropriately.

Harassment
Composition is committed to providing its employees with a non-discriminatory work environment free of any type of harassment. Various state and/or local laws prohibit any deliberate discrimination or harassment, in word or action, against a fellow employee or applicant for employment on the basis of race, gender, sexual preference, national origin, religion, age or physical or mental disability.

Forms of harassment include:

• verbal harassment, such as derogatory comments, jokes, or slurs;
• physical harassment, such as unnecessary or offensive touching, or impeding or blocking movement; and
• visual harassment, such as derogatory or offensive posters, cards, calendars, cartoons, graffiti, drawings, messages, notes or gestures.

Sexual harassment consists of unwelcome sexual advances, requests for sexual favors, or other verbal or physical conduct of a sexual nature when:

• submission to such conduct is made a term or condition of an individual's employment,
• submission to or rejection of such conduct is used as the basis for employment decisions, or
• such conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile or offensive work environment.

If an employee believes that harassment by a colleague, supervisor or person doing business with or for the company has occurred, he or she should notify his or her immediate supervisor. Complaints will be handled in a confidential manner, and no individual will suffer any reprisals for reporting any incidents of harassment or for making any complaints. If the complaint involves an immediate supervisor, it should be directed to the next higher level of supervision. The complaint can also be directed to the Compliance Officer.

Personal relationships
It is inappropriate for Composition’s employees to have a personal relationship beyond friendship with those who are subject to their supervision or with whom they have a reporting relationship, or with any outside party with whom they have ongoing dealings as representatives of Composition (including clients, contractors and vendors).

E-mail & Internet Compliance
Composition encourages use of email and the internet for business purposes, but all employees need to be aware of the potential dangers inherent in its use both personally and to the Company as a whole. This is why this policy statement has been developed. It is not intended to be exhaustive. If an employee ever receives a message or material which he or she thinks is inappropriate or which makes him or her feel uncomfortable in any way, the employee should disclose it immediately to his or her immediate supervisor. The possible consequences of not following the policy are such that it is necessary to make non-compliance a disciplinary offence which will result in action under the Company's disciplinary procedures which may include summary dismissal.
Rules can not protect entirely. In general, the employee shall use common sense, be cautious, and think before acting. If not sure, the employee shall ask for guidance. Without due care the employee could expose him or herself and the Company to liability. Legally, email is no different from any other type of document. An employee should not assume that email is private; messages can be intercepted or wrongly addressed, and they are always easily forwarded to third parties.
All computer network use by Composition’s employees and those connected via the Composition computer network shall in principle be for business use only. If an employee has private matters to conduct, a private account should always be used. Incidental use of the Composition account (hereafter also referred to as "the Composition account") for private purposes is allowed, and provided that the employee will not in any way enter into obligations that might bind Composition towards third parties. Although it might be possible to access the Composition account from home, this is not a license to connect for personal use.

All email systems and communications made on the system remain the sole property of the Company. Email use is not private. No one at Composition is constantly monitoring what employees do online, but the nature of the electronic services is to log almost all activity. Composition reserves the right to inspect the contents of any emails that an employee sends or receives. Use of email will be monitored from time to time as part of the Company's management controls. An employee may be required to give those authorized by the Company access to his or her mailbox.

Confidential information
Confidential information may include various kinds of information, but certainly includes internal, confidential, proprietary or secret information related to Composition's business. Most of Composition’s know-how and experience are valuable assets. Other examples of confidential information include processes, computer passwords and software, product formulations, business forecasts, plans and strategies and information concerning the Company’s operations, customers and vendors. Confidential information may also be received from other companies or individuals in the course of Composition’s business, most notably its (prospective) investor and investment partners. Employees must not disclose confidential information to anyone outside of Composition without specific authorization. Selected human resource and personnel information must be kept strictly confidential and used only for the purpose for which it is intended. Accordingly, no Composition employee is to disclose any confidential information about Composition or others without authorization. This applies both during employment and afterwards.

Securities Law & Insider Information
Finding the Company itself often in a position dealing with companies whose securities are owned and traded by the public, any employee who gains access to information in connection with any such company that reasonably could be expected to affect the market for such company’s stock must keep such information strictly confidential until public disclosure is

made. Company employees who possess material, non-public information and who take advantage of their position to profit (or minimize losses) at the expense of less informed investors may be held civilly or criminally liable. Information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in arriving at a decision to buy, sell or hold stock or other securities. Disclosure of material, non-public information to others who buy or sell securities using that information can result in civil and criminal penalties.

Business integrity
Over and above the strictly legal aspects of compliance, all Composition’s employees are expected to observe the highest standards of business and personal ethics in the discharge of their assigned responsibilities. This means behaving honestly and with dignity and integrity at all times, whether one is dealing with other Composition employees, the public, the business community, investor clients, suppliers, or governmental and regulatory authorities. In undertaking any professionally-related activity, an employee shall not undertake any behavior that would attract any negative connotations to the Company and the employee shall proof him or herself a worthy ambassador of the Company at all times. It also means avoiding any questionable relationship with persons or firms with whom Composition transacts or is likely to transact business, avoiding disclosure to others of confidential information obtained in the course of Composition’s employment, and avoiding situations which may place employees in a conflict of interest situation to the possible detriment of themselves and/or Composition.
Composition strives to deal with all of its clients, suppliers and government agencies in a straightforward and aboveboard manner and in strict compliance with any legal requirements. Employees are prohibited from paying any bribe, kick-back or other similar unlawful payment to any public official, government, (prospective) client or other individual, to secure any concession, contract or favorable treatment for Composition or the employee. When giving gifts or entertaining (prospective) clients employees shall avoid any such (prospective) client to experience this as a conflict of interest, as a violation of such client’s own code of conduct or as uncomfortable in general.

Payments on behalf of Composition can be made only on the basis of adequate supporting documentation, may be made only for the purpose described by the documents supporting the payment, and must be made in accordance with appropriate corporate accounting procedures.

Proper business records
Accuracy and reliability of Composition's business records are not only mandated by law, but are of critical importance to the Company's decision-making process and to the proper discharge of Composition’s financial and legal reporting obligations. All business records, accounts and reports must be prepared with care and honesty. False or misleading entries in the Company's records are unlawful and are not permitted. No officer or employee, regardless of position, is authorized to depart from this requirement or to condone a departure by anyone else. All Company funds, assets and liabilities must be recorded in accordance with appropriate Company accounting procedures.

All employees must ensure that accounting and internal control procedures are strictly adhered to at all times. Employees should advise the responsible person in their department or other appropriate management of any deviations they observe in such procedures.

Compliance Officer
Until further notice, Willem-Jan Pelle shall act as the Compliance Officer under this Code of Conduct. In the event that the Compliance Officer becomes involved as an employee, the Company’s CFO (Roderik Mulder) shall function as the Compliance Officer.