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Sustainability Expert Advisory Council Charter

1. Summary

Kohlberg Kravis Roberts & Co. L.P. (together with its subsidiaries, the “Company”) has established the Sustainability Expert Advisory Council (the “SEAC”) to provide knowledge and perspective for the Company on a broad range of environmental, social and governance-related (“ESG”) issues, strategy, and initiatives (collectively, “ESG Matters”). The purpose, responsibility, and specific duties of the SEAC are as described in this Sustainability Expert Advisory Council Charter (the “Charter”).

The purpose of SEAC is to provide a forum for constructive discussion and knowledge exchange on ESG Matters. The SEAC is intended to help the Company identify ESG-related risks, vulnerabilities and opportunities; provide practical guidance on evolving ESG-related best practices; and be a source of innovative ideas for the Company. The Company, in its sole discretion, may use any guidance or information provided to it by the SEAC for the benefit of portfolio companies in which the Company’s affiliated investment funds are invested (“portfolio companies”).

The SEAC is intended to be comprised of leading outside experts across key ESG topics including climate change and related issues; diversity, equity, and inclusion; labor relations and workforce engagement; governance and transparency; and data responsibility.

This Charter is expected to be reviewed periodically by the Company with input from the SEAC members and revised as needed to ensure the SEAC is functioning effectively.

2. Purpose

The purpose of the SEAC is to complement the Company’s existing internal ESG subject matter expertise by offering valuable external insights and perspectives on ESG Matters, including, but not limited to:

  • overall ESG management strategy and program;
  • portfolio-related energy transition plan and climate strategy;
  • portfolio company programs and engagement strategies;
  • product offerings;
  • crisis and incident response; and
  • response to emerging ESG trends

The SEAC members may also be asked to advise on specific ESG Matters outside regularly scheduled meetings.

3. Membership

The SEAC consists of leading outside experts selected by the Company.

The Company in its sole discretion may revise the SEAC membership from time to time. The Company will consider suggestions for candidates from the existing SEAC members.

SEAC members may participate in various efforts with the Company or portfolio companies. Such engagements may be defined under separate agreements.

Each SEAC member is expected to serve for a specified term as agreed between the Company and such member. SEAC members may be asked by the Company to serve additional terms.

4. Meetings and Structure

  • Meetings: The SEAC will endeavor to meet virtually or in-person up to four times each year, or as many times as believed to be in the best interest of the SEAC and the Company. At each meeting, representatives of the Company intend to provide briefings and presentations to the SEAC on relevant issues that the Company is managing. The Company, in consultation with the SEAC prior to each meeting, will develop each meeting schedule and meeting agenda.
  • Coordination: The Company will be responsible for any preparations of SEAC members for each meeting, facilitating open and relevant discussions during each meeting, and preparing collective statements that summarize each meeting, if warranted.

5. SEAC Member Commitment

Each SEAC member is expected to commit to:

  • in the context of regular SEAC meetings, provide input, advice and make recommendations on how the Company’s policies, practices, and disclosures can adjust to or address current ESG- related trends;
  • consider and bring to the attention of the Company, as appropriate, current and emerging ESG Matters that may affect the business, operations, performance or public image of the Company or any of its affiliates, or are otherwise pertinent to the Company and its stakeholders;
  • reasonably prepare prior to each meeting;
  • provide individual, separate input to the Company on an ad hoc basis; subject to the member’s availability;
  • perform such other duties, tasks and responsibilities relevant to the purpose of the SEAC as may from time to time be requested by the Company, subject to the member’s availability;
  • maintain strict confidentiality as it relates to the Company’s and portfolio companies’ confidential information, and any other information obtained, received and shared with SEAC members at any time, or otherwise as in compliance with his/her confidentiality obligations.

6. The Company’s Role

Decisions on whether and how to implement the SEAC’s advice and recommendations will remain solely at the Company’s discretion.

7. Public Statements by SEAC Members

When discussing matters relating to the Company or its affiliates or otherwise making a statement reasonably likely to be attributable to the Company or any of its affiliates, SEAC members must acknowledge in any oral, written or electronic communication that their statements represent the SEAC member’s personal views and not those of the Company or a portfolio company. When agreed between the Company and a member in writing, the member is authorized to communicate the Company’s views on such matters and disclose that they are doing so. Notwithstanding the foregoing, SEAC members should not imply that they are empowered or authorized to bind the Company or any portfolio company. In any case, SEAC members shall not discuss any matters if doing so would breach their confidentiality agreements with the Company or its affiliates.

8. Confidentiality and Transparency

The Company seeks to strike a balance between confidentiality and transparency, both to protect the Company’s and portfolio companies’ interests and to ensure that open and candid discussions can occur at each SEAC meeting.

In order to enable SEAC members to provide meaningful advice, members will be given access to confidential materials that may describe the Company’s and/or portfolio companies’ perspectives and future plans. Accordingly, all SEAC members are required to sign a customary confidentiality agreement in connection with their engagement.