Lone Pine Capital
ESG Integration and Engagement

PURPOSE

The purpose of this policy is to outline the approach taken by Lone Pine Capital LLC (“Lone Pine” or “we”) to integrate environmental, social and governance (“ESG”) factors into its investment process. Where Lone Pine views ESG factors to be financially material with respect to a particular issuer, it will assess such risk factors as part of its investment process. This policy will apply to all investments where financially material ESG factors may be relevant and will be interpreted in accordance with local laws and regulations.

Lone Pine will review this policy and its effectiveness from time to time and will update this policy as appropriate.

LONE PINE’S PHILOSOPHY – FOCUS ON FINANCIAL MATERIALITY

Lone Pine integrates ESG factors for the purpose of maximizing investment performance. Lone Pine has a fiduciary duty to act in the best interests of the investment funds we advise (the “Lone Pine Funds”). Founded in 1997 on the business principles set forth on Appendix A, our priority is to act as fiduciaries and stewards of the capital with which we have been entrusted, with the goal of long-term capital returns that are superior to specified equity benchmarks. Lone Pine believes that financially material ESG opportunities, risks and controversies can have a meaningful impact on a company’s current and future valuation and therefore Lone Pine seeks to integrate these ESG considerations into its investment process.

Our approach to ESG in this process is non-concessionary, meaning that we do not actively sacrifice performance over any ESG criteria, but that we consider ESG criteria as an integral part of the investment and risk mitigation process. A positive consequence of this approach is that our investments can, and often do, promote positive ESG results while maintaining our investment mandate.

ESG INTEGRATION

ESG is a term that refers to environmental, social and corporate governance factors that may have a material impact on the performance of a given investment. The extent to which ESG factors are material or relevant to a given investment can vary widely and can be specific to a given issuer, industry, sector or geography. For example, ESG factors may impact a company’s profitability because of increased environmental regulations such as the regulations around carbon emissions. Another example may be analysis of a company’s employment and labor practices to determine if such practices can attract top talent and therefore drive shareholder value. While certain environmental and social risk factors may rise to the level of materiality, we believe governance factors are particularly critical. In our experience, governance issues are the ones most likely to rise to a material level of opportunity or risk for a given issuer.

Our general approach to ESG is inclusionary as opposed to exclusionary — Lone Pine does not apply exclusionary negative ESG screens in our investment process. Lone Pine is committed to complying with applicable sanctions laws imposed by the jurisdictions in which we operate. A Lone Pine Fund may be prohibited from investing in securities associated with certain targeted sanctions restrictions on sovereigns, corporations, individuals or industries. In addition, we subscribe to a third-party data set that allows us to screen issuers for compliance with the UN Global Compact and to better analyze an issuer’s identified ESG risks.

Some ESG factors that Lone Pine may consider as part of its investment process, and some general guidelines for how Lone Pine may address such factors can be found on Appendix B. This list is not meant to be exhaustive and not all of these ESG factors will be considered in connection with each investment. Many ESG factors are not expected to ordinarily be financially material to the industries and issuers invested in by the Lone Pine Funds. Furthermore, additional risk factors not included on Appendix B may be considered in the investment process, as determined to be appropriate. Lone Pine’s ESG integration effort is subject to its fiduciary duties and applicable contractual or other restrictions.

ENGAGEMENT: ACTIVE OWNERSHIP AND PROXY VOTING

Consistent with Lone Pine’s Proxy Voting Policies and Procedures, Lone Pine exercises its proxy voting in a manner that serves the best interests of the Lone Pine Funds; our Proxy Voting Policies and Procedures guide our decision making as to how to vote a given proxy. Where applicable, and consistent with its views on ESG integration, Lone Pine may consider ESG-related issues when determining how to vote on proxy issues.

Engagement Overview

When we believe that a certain issue could impact our investment thesis, we generally look for opportunities to engage directly with the issuer. With respect to ESG, we engage most often on governance factors, but if we view an environmental or social issue as financially material, we may choose to share our views on those issues as well. From time to time, an issuer may seek our views on various topics, including ESG topics.

The focus of our engagement is company specific. Generally, we don’t identify broad themes and then engage with multiple companies on the same issue. This engagement approach is aligned with our core competency – fundamental, bottom-up analysis. Lone Pine will prioritize its engagement based on, among other things, the size of our holding, the nature of company-specific issues we identify, the ESG rating of the issuer, the occurrence of a material ESG event, and our ability to secure a meeting with a given management team.

Active Ownership, not “Activist Ownership”

“Active ownership” is distinct from “activist ownership”. Activist owners generally purchase company shares with the intent to take an active role in effectuating corporate change. To achieve this goal, activist owners employ activist techniques that may include acquiring substantial publicly disclosed stakes, proposing a restructuring, recapitalization, sale, or other change in strategic direction, seeking potential acquirers, engaging in proxy contests, making tender offers, changing management and other related activities.

Active owners like Lone Pine generally do not employ these tactics. Rather, active owners engage with management in order to gain a better understanding of how management perceives and addresses risks. Engaging in dialogue with management allows us to ask questions of management and to offer feedback on areas of concern, including concerns around material ESG factors.

When we identify or share an issue or concern with management, we will monitor how the company responds to that issue and evaluate how the company has addressed a particular risk or challenge over time and in the context of its industry and peer firms. If we disagree with a company’s approach to a given issue and we wish to remain shareholders, in the first instance, we will usually share our concerns with the company. If such direct engagement fails, we might request follow- up meetings with management, reduce our position in the company, or express our position through proxy voting. We have not issued statements or campaigned publicly on these company issues and have not submitted a shareholder proposal or requisitioned a shareholder meeting and do not expect to do so in the future. For a given situation, we will consider if it would be more effective to engage collaboratively with other shareholders, but as of now, there are regulatory obstacles to collaborative engagements (including under the U.S. securities and competition laws). However, we continue to monitor opportunities for such collaborative engagement.

We engage directly with management through company meetings both in our offices and through on-site company visits, counterparty-sponsored investment conferences, industry events and telephone conversations. Meetings with companies are generally open to any interested investment personnel. Notes from such meetings are generally posted to Lone Pine’s central research management platform which is available to all investment and senior operations personnel. Insights gained at these meetings are often shared via email and at weekly investment team meetings. We believe that sharing these insights can encourage debate and clarify conviction around investment ideas and themes.

Proxy Voting

Proxy voting can be an effective means to express our views about ESG issues. We have adopted Proxy Voting Policies and Procedures (the “Proxy Policy”) that require us, as a fiduciary, to vote proxies in the best interests of the Lone Pine Funds. For any given proxy, the investment analyst(s) responsible for oversight of such company is responsible for determining, consistent with the Proxy Policy, how we will vote. The Proxy Policy and our voting record is available, as described in the Proxy Policy, to be reviewed onsite by a requesting investor. While we do not vote proxies to conform to specific ESG criteria or an ESG mandate, the Proxy Policy does address ESG issues.

To assist us in implementing the Proxy Policy, we have engaged Institutional Shareholder Services, Inc., a third-party service provider (“ISS”). ISS provides proxy research reports to assist the investment team in making voting decisions. In addition, ISS provides an internet platform for proxy voting to help facilitate voting and the maintenance of voting records. The Lone Pine compliance team annually conducts a due diligence review of ISS.

In certain jurisdictions, the voting of proxies can result in restrictions that have economic impact or cost to the securities such as “share blocking.” Lone Pine will generally not vote the proxies from share blocking markets because these trading restrictions can hinder portfolio management and could result in a loss of liquidity for a Lone Pine Fund. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, Lone Pine may not vote proxies in order to safeguard fund holdings information.

Under certain circumstances, proxies relating to shares on loan under securities lending arrangements or shares rehypothecated may not be voted. If Lone Pine enters into a securities lending arrangement with respect to a given issuer, it will seek to only lend a portion of shares held so that it can exercise voting rights with respect to a portion of the position. With respect to rehypothecated shares, Lone Pine has issued instructions to its counterparties to use their commercially reasonable efforts to recall such securities so we can vote the proxies relating to those securities. The Lone Pine compliance team reconciles “shares held” against “votes cast” for each security to evaluate the efficacy of such instructions.

CONFLICTS OF INTEREST

As an investment adviser, we are in a position of trust and confidence with respect to our clients and we have a fiduciary duty to place the interests of our clients before the interests of Lone Pine, which includes an obligation to avoid both conflicts of interest and the appearance of conflicts of interest. In order to help us maintain the high level of trust and confidence placed in us by our clients, we have adopted a Compliance Manual (the “Manual”). The Manual describes Lone Pine’s policies and procedures covering a wide range of activities and is designed to enable Lone Pine to comply with applicable law.

The Proxy Policy sets forth policies and procedures for managing conflicts of interest in our voting practices. Lone Pine maintains policies and procedures that seek to prevent undue influence on our proxy voting activity. Such influence might stem from any relationship between the investee company (or any shareholder proponent or dissident shareholder) and Lone Pine, Lone Pine’s affiliates, or Lone Pine employees. For each proxy, the applicable investment analysts are reminded to inform the Lone Pine compliance team if any conflicts of interest exist. If so, or if any conflict has been previously identified, the Proxy Policy sets forth how to proceed. These policies and procedures are reviewed annually. In addition, each year, employees of Lone Pine complete a conflicts questionnaire to help us identify and mitigate conflicts of interest that may arise from personal and professional relationships.

INSIDER INFORMATION

Lone Pine has adopted policies and procedures to prevent insider trading. Pursuant to such policies, if an employee inadvertently receives material non-public information from a given issuer, he or she must report the information in question immediately to a member of the Lone Pine compliance team, who will analyze the information to determine if Lone Pine will be restricted in the trading of such issuer.

OVERSIGHT

Lone Pine has created an ESG Committee that is responsible for coordinating efforts in the ESG area. The ESG Committee is responsible for maintaining/updating this policy, monitoring ESG reporting and providing periodic training to applicable Lone Pine personnel. The ESG Committee will draw upon the expertise of internal and external resources, as needed, including independent data providers, to help identify and analyze material ESG factors as one component of the investment research process.

Lone Pine signed the Principles for Responsible Investment on January 22, 2020. Implemented by the United Nations Secretary-General, the Principles for Responsible Investment were developed by an international group of institutional investors reflecting the increasing relevance of environmental, social and governance issues to investment practices. More information about the Principles for Responsible Investment can be found at www.unpri.org. Lone Pine is also a member of other industry working groups and committees, such as the Managed Funds Association (MFA) and the Alternative Investment Management Association (AIMA).

The ESG Committee will include the following individuals (or where a department is listed, one or more representatives from such department) and will meet quarterly or more frequently as needed:

• Co-Chief Investment Officers
• Legal and Compliance department
• Chief Operating Officer
• Managing Member
• Head Trader
• Chief Financial Officer
• Investor Relations department
• Human Resources department
• Financial Reporting department

APPENDIX A
LONE PINE’S BUSINESS PRINCIPLES AND OBJECTIVES

BUSINESS PRINCIPLES

• The interests of our investors come first in everything we do. The principals of Lone Pine are collectively the largest investor in the funds, placing our financial interests squarely in line with our outside investors. Substantially all of the liquid net worth of the principals is invested in the funds. Lone Pine employees are generally prohibited from trading equities other than through participation in the funds.
• We strive to be ethical, fair, honorable, and straightforward in all our business relationships. If there is ever a conflict between the right way and the potentially more profitable way, we will choose the right way. Our reputation is our most valuable asset.
• We strive to be as transparent as is prudently possible in our dealings with our major constituencies: our investors, our employees, company managements, the brokerage community, and our outside advisors and vendors. We believe that an open discussion of our investment and business objectives and opinions is in the best interest of Lone Pine’s investment performance and business objectives.

BUSINESS OBJECTIVES

• To maintain a highly competent, collegial, cohesive team of investment and operating professionals. Lone Pine prioritizes a team-based approach in all aspects of its business, including its investment process, the management of the business, and its ownership. Lone Pine consists of investment and operating professionals who together create a strong team crucial to both the flow of investment ideas and the long-term continuity of the business.
• To build a consistent, understandable investment track record that attracts a stable long-term capital base.
• To be regarded in the investment community and by company managements as ethical, smart, knowledgeable,
  and straightforward investors.
• To provide information and reporting that is accurate, timely, and helpful to both investors and to managing the portfolio and the business. We spend considerable time and resources perfecting this aspect of the business, augmenting our systems’ capabilities as technology evolves.
• To run a global equity trading desk that has a reputation for efficiency, awareness, integrity, and professionalism. It is the focal point for information and reaction, with continuous dialogue between trading and the analysts on the technical aspects of the marketplace. Fundamental stock-picking drives all portfolio decisions, but our position size, liquidity discipline, and trading skill enable us to execute our ideas efficiently and react to favorable pricing. While we maintain productive, rewarding brokerage relationships, we strive to command respect for our competitive nature.
• To have fun.