Antin Infrastructure Partners SA

### CLIMATE RISK & OPPORTUNITY OVERSIGHT

Antin has formed a two-tiered sustainability governance structure composed of sustainability committees at Group Board and operational levels. These committees oversee the implementation of the firm's climate change strategy which is led internally by a dedicated Sustainability team.

#### Management's role in assessing and managing climate-related risks and opportunities

On a day-to-day basis, the monitoring of climate risks and opportunities at the portfolio level is the responsibility of the Sustainability team. Pre-investment, this is primarily undertaken via coordination with deal teams and directors to assess risks and opportunities prior to issuing a non-binding offer. Climate risks and opportunities flagged as potentially material are then assessed in more detail as part of ESG due diligence and reported to the Investment Committee prior to issuance of a binding offer. During the holding period, regular ongoing engagement with portfolio companies as part of Antin's ESG engagement programme for all funds also allows escalation of concerns to executive committees and company Boards for mitigation where required.

On a quarterly basis, the Sustainability team reports to the Operational Sustainability Committee, made up of members of the Executive Committee. The Committee is responsible for providing strategic guidance on ESG-related matters at both corporate and portfolio levels, including on the management of any identified material climate risks and opportunities.

#### Board's oversight of climate-related risks and opportunities

The Group Board Sustainability Committee, headed by an Independent Board Member, meets at least bi-annually and is responsible for the oversight of Antin's overall sustainability strategy, covering climate risks and opportunities among other topics. This Committee is joined, among others, by Antin's Sustainability Director and a member of the Group's Operational Sustainability Committee.

The Group Board Sustainability Committee and Operational Sustainability Committee hold responsibility for ensuring climate risks and opportunities are properly considered throughout the investment process across the Group. Both committees sit within the broader committee structure for risk governance at Antin, as outlined below. AIP UK reports to the Group Board in line with the Group process below.

**Board of Directors**

**Audit Committee** **Sustainability Committee** **Nom. & Comp. Committee**

**Internal and external audit**

**Executive Committee**

**CORPORATE** **INVESTMENTS**

**Compliance Committee**

**Investment Committee**

**Risk Management Committee**

**Conflict Committee**

**Management Committee**

**Portfolio Review Committee**

**Operational Sustainability Committee**

**Sustainability team**

Committees and teams directly involved in the oversight and management of climate risks and opportunities

The Compliance Committee drives the permanent control system as a whole. It meets quarterly and aims to ensure compliance with regulatory, ethical and professional conduct requirements by implementing procedures within Antin to manage various situations such as conflicts of interest, anti‑money laundering and terrorism financing measures, internal and external anti‑fraud and anti-corruption measures, and the use of confidential or inside information. Topics covered by the Compliance Committee include in particular onboarding checks, Code of Ethics enforcement and risk map reviews. It comprises the Chief Executive Officer, the Chief Operating Officer, the Legal Partner and the Chief Compliance Officer, who directs its work. [...] The Chief Compliance Officer's duties include ensuring that compliance and internal control procedures are implemented and properly applied, with the following objectives: ensuring that Antin complies with relevant laws and regulations; providing day-to-day support for operational functions in identifying their regulatory obligations; promoting stakeholders' awareness of the standards of conduct required by regulators. Within this framework, the Chief Compliance Officer, who has the necessary resources and authority to carry out her duties: familiarises herself with all areas of Antin's business; regularly reviews the adequacy and effectiveness of the measures put in place to manage Antin's compliance obligations; reviews, at least annually, the relevance of the compliance monitoring programme, policies and procedures established pursuant to Antin's compliance manual and the effectiveness of their implementation; takes all necessary steps to address any deficiencies identified in the performance of her duties. The Chief Compliance Officer also ensures that the decision-making process is complied with across Antin and organises various training and information sessions for Antin employees.

The Compliance Committee drives the permanent control system as a whole. It meets quarterly and aims to ensure compliance with regulatory, ethical and professional conduct requirements by implementing procedures within Antin to manage various situations such as conflicts of interest, anti‑money laundering and terrorism financing measures, internal and external anti‑fraud and anti-corruption measures, and the use of confidential or inside information. Topics covered by the Compliance Committee include in particular onboarding checks, Code of Ethics enforcement and risk map reviews. It comprises the Chief Executive Officer, the Chief Operating Officer, the Legal Partner and the Chief Compliance Officer, who directs its work. [...] The Chief Compliance Officer's duties include ensuring that compliance and internal control procedures are implemented and properly applied, with the following objectives: ensuring that Antin complies with relevant laws and regulations; providing day-to-day support for operational functions in identifying their regulatory obligations; promoting stakeholders' awareness of the standards of conduct required by regulators. Within this framework, the Chief Compliance Officer, who has the necessary resources and authority to carry out her duties: familiarises herself with all areas of Antin's business; regularly reviews the adequacy and effectiveness of the measures put in place to manage Antin's compliance obligations; reviews, at least annually, the relevance of the compliance monitoring programme, policies and procedures established pursuant to Antin's compliance manual and the effectiveness of their implementation; takes all necessary steps to address any deficiencies identified in the performance of her duties. The Chief Compliance Officer also ensures that the decision-making process is complied with across Antin and organises various training and information sessions for Antin employees.

The Compliance Committee drives the permanent control system as a whole. It comprises the members of the Executive Committee and is led by the Chief Compliance Officer. It meets quarterly and has overall responsibility for operational risk management. Topics covered include, among other things, Know Your Client checks, Code of Ethics enforcement, risk map assessment, anti-money laundering and corruption procedures and the disaster recovery plan. The objective of the Compliance Committee is to ensure compliance with regulatory and ethical requirements in terms of conflicts of interest, terrorist financing, fraud, personal ethics or professional conduct, internal and external corruption and the distribution of confidential or inside information. [...] The Conflict Committee comprises the members of the Executive Committee and the Chief Compliance Officer. It is established at the level of the Fund Managers with the purpose of assessing new and potential conflicts of interest as they arise in the context of a fund investment activity. The Conflict Committee is responsible for ensuring the fair and equitable allocation of investment opportunities and the sale or distribution of investments in accordance with agreed principles and procedures detailed in an Investments Allocation Policy. Where an investment opportunity may qualify for investment by different Antin Funds, the committee will assess the suitability of the investment opportunity for the Antin Funds in question, based on allocation factors as defined in the Policy. All allocation determinations require the unanimous approval of members of the Conflict Committee concerned.