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The DCGC provides the following best practice recommendations in relation to conflicts of interests:
• a director should report any potential conflict of interest in a transaction that is of material
significance to the company and/or to such director to the other directors without delay,
providing all relevant information in relation to the conflict;
• the Board of directors should then decide, outside the presence of the director concerned,
whether there is a conflict of interest;
•
length terms; and
• a decision to enter into such a transaction in which there is a conflict of interest with a director
that is of material significance to the company and/or to such director shall require the approval
eport.
Certain of the Directors, the Operating Partners and the CFO have fiduciary and contractual duties to
certain companies in which they have invested, such as the Sponsors. If these entities decide to pursue
any such opportunity, the Company may be precluded from pursuing such opportunities. None of the
Directors and Operating Partners have any obligation to present the Company with any opportunity for a
potential Business Combination of which they become aware, subject to their fiduciary duties under Dutch
law. The Sponsors and their affiliates and the Directors and Operating Partners are also not prohibited
from sponsoring, investing in or otherwise becoming involved with, any other special purpose acquisition
companies, including in connection with their business combinations, prior to the Company completing a
Business Combination. The Directors, CFO and Operating Partners, in their capacities as directors, officers
or employees of the Sponsors or their affiliates (to the extent applicable) or in their other endeavours,
may choose to present potential business combination opportunities to the related entities described
above, current or future entities affiliated with or managed by the Sponsors, or any other third parties,
before they present such opportunities to the Company, subject to their fiduciary duties under Dutch law
and any other applicable fiduciary duties. Further, the Company is not prohibited from pursuing a
Business Combination with a target company or business that is affiliated with the Sponsors, any of their
affiliates or any of the Directors or Operating Partners. Until the completion of the Business Combination,
(i) Tikehau Capital and Financière Agache may provide services to the Company; and (ii) Diego De Giorgi
and Jean Pierre Mustier may provide services to Tikehau Capital outside of activities of the Company.
Furthermore, one Director, Carmen Alonso, is employed by Tikehau Investment Management, a wholly-
owned subsidiary of Tikehau Capital, but is appointed as Director to represent both Financière Agache
and Tikehau Capital. Also, a director on the Board of directors of an affiliate of Financière Agache is
affiliated with Goldman Sachs as Regional Advisor. Certain of the Directors presently have, and any or all
of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant
to which such Director is or will be required to present a Business Combination opportunity to such entity.
Accordingly, if any of the Directors become aware of a Business Combination target that is suitable for an
entity to which they have then-current fiduciary or contractual obligations, they may need to honour
these fiduciary or contractual obligations to present such business combination opportunity to such
entity, subject to their fiduciary duties under Dutch law. The Directors are also not required to commit any
specified amount of time to the affairs of the Company, and, accordingly, will have conflicts of interest in