Summary

Introduction

(a) As part of its commitment to provide independent research to its clients, Bryan Garnier conducts its business in accordance with the highest standards and has implemented detailed procedures to ensure that its independent investment research is not influenced by Bryan Garnier’s other business activities which include corporate finance, agency brokerage services and asset management.

(b) As part of its policies and procedures, Bryan Garnier has put in place a detailed Conflicts of Interest Policy that provides all employees with information on how Bryan Garnier identifies and manages actual and potential conflicts of interest. The Conflicts of Interest Policy includes detailed procedures to identify and manage conflicts in respect of the preparation and dissemination of investment research. This summary provides information of these arrangements.

Scope

The types of research covered by the policy
The AMF has distinguished between “Investment Research” (or “Independent/objective”) research and “Non-independent Research”.

Bryan Garnier produces and disseminates Independent Investment Research as defined in the RGAMF. This Policy is not applicable to any reports, sales commentaries or other information produced by Bryan Garnier’s sales and trading personnel which is not intended to be, and should not be regarded as investment research. Similarly, this Policy does not apply to any reports or publications by Bryan Garnier which provide general market commentary.

Bryan Garnier also conducts corporate research for small emerging growth companies which does not generally meet the definition of “Independent Investment Research” as it does not comply with all the independence requirements. Due to Bryan Garnier’s size and structure, analysts in these areas may for certain purposes represent the interests of companies referred to in the research or of Bryan Garnier. For such research, it may be the case that analysts have responsibilities to those companies which could conflict with the interests of the clients who receive the research. This research is not therefore presented by Bryan Garnier as an independent assessment of the value or prospects of the investments or companies. Non-independent research is treated as a marketing communication even if it contains a research recommendation and is clearly marked as non-independent research.

Bryan Garnier’s sales people, traders, and other professionals may provide oral or written market commentary or trading strategies to its clients and internally that reflect opinions that are contrary to the opinions expressed in this research. Similarly, Bryan Garnier’s asset management departments and trading desks may make investment decisions that are inconsistent with the recommendations or views expressed in research recommendations.

The relationship between Independent and Non-independent analysts and research
Whilst most of Bryan Garnier’s analysts produce either Independent investment research or Non-independent research, some of Bryan Garnier’s analysts may produce both. In accordance with AMF requirements, all research is clearly identified as either “Independent investment research”, or “Non-independent research”) in order to prevent any confusion over its status.

Origination and publication procedures

(a) Bryan Garnier has put in place the following procedures to ensure that the distribution of its Independent Investment Research and other research communications (collectively “Research Communications”), such as the morning email, meets the AMF requirements with respect ofensuring that any potential Conflicts of Interest are properly and appropriately managed.

(b) Bryan Garnier’s policy is to ensure that all statements by its analysts that are new or material are disseminated to both clients and sales/trading personnel in accordance with these procedures. The briefing of Sales/Trading personnel on the initial reaction to “breaking news” (provided that no change or proposed change in recommendation, price target or forecast is communicated) does not constitute a research report and hence is not subject to these restrictions.

(c) A research analyst may discuss his or her published views on the sector and on other companies in the sector. This may include approaches to valuation, multiples, ratings and spreads for the sector and peer group companies and hypothetical valuations, multiples, ratings or spreads derived from them.

(d) Sales and trading staff may be briefed on research publications in advance of its distribution to clients. In such circumstances, Bryan Garnier operates strict controls to avoid any conflicts of interest arising from such briefings. Sales/trading personnel are not permitted to discuss or act upon the research, other than in respect of unsolicited client orders, until the recipients of the investment research have had an opportunity to act upon it.

(e) Distribution to clients is coordinated so as to ensure that research reports are distributed to all recipients at the same time subject to any IT system or other restrictions/constraints beyond the control of Bryan Garnier.

Standards for fair presentation of investment recommendations

Bryan Garnier applies the following standards in respect of the presentation of its investment recommendations:

(a) All research communications clearly differentiate between factual information and interpretations, estimates, opinions or any other non-factual information.

(b) Bryan Garnier will only quote reliable sources – if there is any concern regarding the reliability of a source then this will be indicated.

(c) All projections, forecasts and price targets are clearly labelled and any material assumptions made in producing or using such data shall be included.

(d) The substance of any research recommendations shall be capable of scrutiny and substantiation.

(e) All substantially material sources shall be referenced including, if appropriate, company data.

(f) Any valuations or methodologies used to evaluate a security, derivative or company, or to set price targets shall be adequately summarised.

(g) If the research recommendation differs from an earlier recommendation issued during the preceding 12 month period, the change and the date of the earlier research recommendation shall be indicated clearly and prominently.

The above requirements do not apply to non-written research recommendations to the extent that they would be disproportionate.

Managing research conflicts

Identifying research conflicts
Bryan Garnier has in place procedures to identify and manage potential conflicts arising from the publication of research. Internal guidance is provided to all personnel to ensure that they are aware of how conflicts of interest may arise and to ensure that analysts understand the Firm’s, and their own, obligations in relation to the management of conflicts of interest. These conflicts can arise in respect of corporate finance clients, investor clients, agency trading activities and the interests of Bryan Garnier’s officers and employees. We have detailed below how the Firm seeks to manage these conflicts.

Procedures for managing conflicts of interest related to the production of investment research reports relationship with companies on which research is published
Bryan Garnier will not normally, at any given time, publish both independent investment research and non-independent research on a particular company or investment. It may however occur that Bryan Garnier’s relationship to a particular company or investment may change and that this will in turn lead to a change in the status of the research that BryanGarnier publishes. For example, Bryan Garnier may publish independent investment research on a company that it has no relationship with, but if that company subsequently becomes a corporate client of Bryan Garnier, all further research on it will be considered as non-independent. Any such change in the status of the relationship shall be clearly disclosed in the research material and approved by Senior Management and noted on the Conflicts Register prior to entering into the new business relationship.

Chinese walls
Bryan Garnier Group has implemented information barriers to regulate the unauthorised flow of inside information between and within business areas, including Corporate Finance, Sales & Trading and Research.

Research coverage
Bryan Garnier does not offer or promise research coverage to a client under any circumstances. Research coverage decisions are made by the Head of Research.

Reporting lines and remuneration
Research analysts are supervised by and report directly to the Head of Research. Decisions on coverage, content and timing of investment research are made by the Head of Research. In making such decisions, the Head of Research may consider input from various sources, including managers of the Bryan Garnier’s sales & trading and corporate finance.

Research analysts’ remuneration is not directly linked to specific transactions, but related to the Company’s overall result and the analyst’s individual performance.

Wall crossing procedures
Bryan Garnier has implemented clear wall crossing procedures in respect of the receipt of non-public information by any employees, including investment research analysts. Where an analyst has access to non public market sensitive information, the analyst is prohibited from subsequently publishing or disseminating research recommendations or opinions on such company unless and until such public information is in the public domain.

Personal account dealing
Bryan Garnier operates a strict staff personal account dealing policy. As part of this policy, Research analysts are prohibited from undertaking transactions for their own account or for the account of relevant persons, as defined in the RGAMF and set out in the Personal Account Dealing Policy, in investments that relate to the industry or business sector on which they prepare research. The analyst’s industry or business sector is limited to his/her geographic industry area of coverage. For the avoidance of doubt, this includes any financial instruments (including derivatives) the price of which is closely affected by price movements in such securities.

Inducements
In accordance with AMF Rules, Bryan Garnier does not offer or agree to provide favourable research on any on any company or security, nor to make or change any particular recommendation. Bryan Garnier analysts are prohibited from soliciting or accepting any inducement to publish or change any opinion or recommendation or from offering, soliciting or accepting any inducement or incentive for the provision of favourable research. If an analyst is offered such an inducement or incentive they are required to report this immediately to the Head of Research and to Compliance. Analysts are permitted to accept nominal gifts and ordinary business entertainment in accordance with the Company’s formal policies on the receipt of gifts and entertainment. A company covered by an analyst may offer to pay reasonable expenses for a visit to its business premises and offer reasonable hospitality during such a visit; this will not be regarded as an inducement provided that it meets the Firm’s general policies in respect of gifts and entertainment and has been approved by the Head of Research and the Compliance Officer in advance.

Outside business interests/activities
In order to prevent research analysts from being, or being perceived to be influenced by their outside business interests, Bryan Garnier requires all employees, including research analysts and other household members, to obtain prior permission to engage in any outside business activity or interest. On an annual basis, all employees are required to provide details of any changes to outside interests or directorships or to confirm that there have been no changes in the past twelve months. An analyst (and any members of the analyst’s household) may not serve as an officer, director, employee or advisor to a company in the sector/industry which the analyst covers.

Dissemination of research
Research reports are made available to all relevant recipients at the same time and under no circumstances are Bryan Garnier’s departments given any priority. As previously mentioned, sales and trading staff are sometimes briefed on research publications in advance of distribution to clients. Bryan Garnier operates strict controls to avoid any conflicts of interest from such briefings details of which are set out the Origination and Publication section above. Issuers are permitted to review investment analysts’ investment research prior to publication for review of factual accuracy only. Under no circumstances must the Issuer be informed of the Analyst’s recommendation or valuation and the Executive summary, recommendations, valuation, target price and fair value is removed from any draft sent for review. Any factual changes made by the issuer will be tracked and require the approval of the Head of Research. Investment research prepared and disseminated by Bryan Garnier is not intended for Retail Clients as defined in the AMF Rules. Dissemination of research is monitored to ensure that it is only provided to professional investors.

Involvement of analysts in other activities
Investment analysts are restricted from roles which could prejudice, or appear to prejudice, the independence of their research or conflict with their duties to the recipients of their research, but are otherwise free to use their expertise for the benefit of Bryan Garnier’s clients and, subject to certain restrictions described below designed to reinforce their independence of judgment, for the benefit of the Bryan Garnier itself.

Bryan Garnier’s policy does not permit:

(a) using an investment analyst in a marketing capacity if this would give a reasonable perception of lack of independence in the analyst’s research;

(b) an investment analyst to act in a way which could reasonably appear to be representing the issuer of a relevant investment, for example at road shows relating to issues or allocations of investments.

Research analysts may become involved in activities where Bryan Garnier is satisfied that the activity will not affect the independence of the research produced by the analyst and that any potential conflict of interest has been appropriately dealt with. Any interaction by analysts with clients is solely limited to provide the clients with informed and impartial research opinions. On occasion, analysts may be assist the Corporate Finance team in conducting due diligence/analysis of a potential corporate finance client. This assistance may include attendance at meetings with the client, attendance at internal meetings to discuss the Corporate Finance assignment, and the provision of ongoing analysis and views. Such participation is only permitted where the Corporate Finance Client is not included in the Bryan Garnier Investment Universe and the Analyst has been formally “wall-crossed” under Bryan Garnier’s Corporate Finance procedures. At all times, both analysts and sales and trading personnel are required to avoid breaching any confidential information relating to clients or research activity. Analysts are not permitted under any circumstances to disclose the likely timing or content of investment research to any sales or trading employees. All analysts when submitting research for publication are required to provide an internal certification that neither the views expressed in the research, nor the timing of the publication of the research has been influenced by any knowledge of client’s positions and that the views expressed in the report accurately reflect their personal views about the investment and issuer to which the report relates and that no part of the analyst’s remuneration was, is or will be, directly or indirectly, related to the specific recommendations or views expressed in the report.

Bryan Garnier does not preclude its research analysts from maintaining an active dialogue with sales and trading personnel, just as they do with investor clients, provided that they do not disclose the timing or content of forthcoming research reports or disclose or receive material non-public information that is not in accordance with Bryan Garnier’s wall-crossing procedures.

Bryan Garnier’s policy is to ensure that all statements by its analysts that are new or material are disseminated to both clients and sales/trading personnel in accordance with these procedures. The briefing of Sales/Trading personnel on the initial reaction to “breaking news” (provided that no change or proposed change in recommendation, price target or forecast is communicated) does not constitute a research report and hence is not subject to these restrictions.

Required research disclosures
The RGAMF  Rules prescribe the disclosures required when publishing Research Recommendations k. Bryan Garnier has implemented a standard form for the Stock Rating System and Research Disclosure Legend which is included for all Research Recommendations. These include:

1. The identity of the analyst responsible for the research report including job title and name of the firm.*
2. The identity of the regulatory authority responsible for the supervision of the firm.*
3. Any change in the analyst’s recommendation.
4. The planned frequency of updates, if relevant, and any major changes in coverage policy.
5. An explanation of the meaning Bryan Garnier’s ratings; information relating to the valuation methods used by Bryan Garnier to evaluate a security, derivative or company or to set a price target.
6. The meaning of any recommendation made, for example the time horizon for any buy or sell recommendation, appropriate risk warnings and a sensitivity analysis of the relevant assumptions.
7. The percentage of securities on which Bryan Garnier has a Buy or Sell rating.
   8. The proportion of securities in these categories by issuers to which Bryan Garnier has supplied material investment banking services during the previous 12 months. This information is updated on a quarterly basis. (new point)
8. Whether Bryan Garnier & Co Limited or another company in its group has a shareholding that, individually or combined, exceeds 5% of the paid up and issued share capital of a company that is the subject of the Report (the “Issuer”).
9. Whether the Issuer has a shareholding that exceeds 5% of the paid up and issued share capital of one or more members of the Bryan Garnier Group.
10. Whether a member of the Bryan Garnier Group holds one or more financial interests in relation to the Issuer which are significant in relation to the Report.
11. Whether a member of the Bryan Garnier Group is a market maker or liquidity provider in the securities of the Issuer or in any related derivatives.
12. Whether in the past twelve months, a member of the Bryan Garnier Group has been lead manager or co-lead manager of one or more publicly disclosed offers of securities of the Issuer or in any related derivatives.
13. Whether a member of the Bryan Garnier Group is or has in the past twelve months been party to an agreement with the Issuer relating to the provision of investment banking services, or has in that period received payment or been promised payment in respect of such services. [Note that this disclosure does not have tobe made if it would result in the disclosure of confidential commercialinformation.]
14. Whether a member of the Bryan Garnier Group is party to an agreement with the Issuer relating to the production of the Report.
15. Whether the investment analyst or another person involved in the preparation of the Report has received or purchased shares of the Issuer prior to a public offering of those shares. [The price at which such shares were acquired and the date ofacquisition shall be disclosed]
16. Whether the remuneration of the investment analyst or other persons involved in the preparation of the Report is tied to investment banking transactions performed by the Bryan Garnier Group.
17. Whether in the past twelve months a member of the Bryan Garnier Group has been remunerated for providing corporate finance services to the Issuer or may expect to receive or intend to seek remuneration for corporate finance services from the Issuer in the next six months.
18. Whether the investment analyst or another person involved in the preparation of the Report has a short position in the securities or derivatives of the Issuer.
19. Whether the investment analyst or another person involved in the preparation of the Report has a long position in the securities or derivatives of the Issuer.
20. Whether a partner, director, officer, employee or agent of the Bryan Garnier, or a member of such person’s household, is a partner, director, officer, or employee of, or adviser to, the Issuer or one of its parents or subsidiaries. The name of such person or persons is disclosed above.
21. Whether the report was sent to issuer to verify factual accuracy (with the recommendation/rating, price target/spread and summary of conclusions removed) and whether any amendments have been made following the review by the issuer. Other than Disclosures 1 and 2 (marked by an *), the above disclosures do not apply to a non-written research recommendation to the extent they would be disproportionate.

Monitoring
The effectiveness of the Investment Research policy and procedures is monitored by the Compliance Officer as part of the Company’s regular compliance monitoring programme. The policy is reviewed periodically and no less than annually, to ensure that it continues to meet Bryan Garnier’s regulatory and compliance obligations.