Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is amended by adding the following: On June 1, 2026, VHI sent written talking points (the "AGM Letter") to the Issuer's Chief Executive Officer stating that VHI will vote against agenda items 7, 8 and 9 set forth in the Issuer's Notice and Agenda for its 2026 Annual General Meeting of Shareholders (the "2026 AGM"), filed with the SEC on Form 6-K on May 4, 2026. Agenda items 7, 8 and 9 relate to the proposed increase of the Issuer's authorized share capital, the proposed standing authorization to the Issuer's board of directors (the "Board") to issue ordinary shares up to the full authorized share capital and the proposed authorization of the Board to acquire ordinary shares in the capital of the Issuer. In the AGM Letter, VHI set forth its reasons for voting against agenda items 7, 8 and 9, including: -the combined effect of agenda items 7, 8 and 9 would grant the Board overly broad discretion over the Issuer's capital structure; -the proposals could result in substantial dilution of existing shareholders without further shareholder approval or pre-emptive rights; -the Board has not identified a specific transaction, financing need or other demonstrated justification for the requested authorizations; -the proposed authorizations lack meaningful limitations, safeguards or conditions; and -the breadth of the requested authority is not appropriate in light of the Issuer's performance and existing governance concerns. A copy of the AGM Letter is filed as an exhibit herewith and is incorporated herein by reference. In addition, VHI understands that Institutional Shareholder Services Inc. ("ISS") has issued negative voting recommendations with respect to certain of the share-capital-related proposals to be considered at the 2026 AGM. VHI has engaged a shareholder engagement advisor to communicate with shareholders of the Issuer regarding the ISS recommendations and VHI's rationale for opposing agenda items 7, 8 and 9 at the 2026 AGM. The Reporting Persons have also retained counsel and are evaluating the initiation of legal proceedings against the Issuer, members of the Board and/or certain officers of the Issuer in order to protect the Reporting Persons' rights and interests and the interests of stockholders of the Issuer. Any such proceedings may seek declaratory, injunctive, equitable, monetary and/or other relief, and the Reporting Persons reserve all rights to pursue any and all available legal remedies. The Reporting Persons acquired the Ordinary Shares reported herein for investment purposes in the ordinary course of business. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Ordinary Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the board of directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, evaluating the initiation of legal proceedings against the Issuer, members of the Board and/or certain officers of the Issuer, purchasing additional Ordinary Shares, selling some or all of their Ordinary Shares, engaging in short selling of or any hedging or similar transaction with respect to the Ordinary Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.