SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Amendment #2

Under the Securities and Exchange Act of 1934

 

 

Carriage Services Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

143905107

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

This Schedule is filed pursuant to Rule 13d-1(b)

The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

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CUSIP NO. 143905107

 

1)		Name of Reporting Person                                                               Ameriprise Financial, Inc.     S.S. or I.R.S. Identification No. of Above Person                           IRS No. 13-3180631
2)		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒*   *  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.
3)		SEC Use Only
4)		Citizenship or Place of Organization     Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5)		Sole Voting Power     0
				6)		Shared Voting Power     1,091,673
				7)		Sole Dispositive Power     0
				8)		Shared Dispositive Power     1,091,973

9)		Aggregate Amount Beneficially Owned by Each Reporting Person     1,091,973
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11)		Percent of Class Represented by Amount In Row (9)     7.42%
12)		Type of Reporting Person     HC

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CUSIP NO. 143905107

 

1)		Name of Reporting Person                                                               TAM UK International Holdings Limited
2)		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒*   *  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.
3)		SEC Use Only
4)		Citizenship or Place of Organization     England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5)		Sole Voting Power     0
				6)		Shared Voting Power     1,063,201
				7)		Sole Dispositive Power     0
				8)		Shared Dispositive Power     1,063,201

9)		Aggregate Amount Beneficially Owned by Each Reporting Person     1,063,201
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11)		Percent of Class Represented by Amount In Row (9)     7.23%
12)		Type of Reporting Person     FI

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CUSIP NO. 143905107

 

1)		Name of Reporting Person                                                               Threadneedle Holdings Limited
2)		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒*   *  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.
3)		SEC Use Only
4)		Citizenship or Place of Organization     England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5)		Sole Voting Power     0
				6)		Shared Voting Power     1,063,201
				7)		Sole Dispositive Power     0
				8)		Shared Dispositive Power     1,063,201

9)		Aggregate Amount Beneficially Owned by Each Reporting Person     1,063,201
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11)		Percent of Class Represented by Amount In Row (9)     7.23%
12)		Type of Reporting Person     FI

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CUSIP NO. 143905107

 

1)		Name of Reporting Person                                                               TAM UK Holdings Limited
2)		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒*   *  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.
3)		SEC Use Only
4)		Citizenship or Place of Organization     England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5)		Sole Voting Power     0
				6)		Shared Voting Power     1,063,201
				7)		Sole Dispositive Power     0
				8)		Shared Dispositive Power     1,063,201

9)		Aggregate Amount Beneficially Owned by Each Reporting Person     1,063,201
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11)		Percent of Class Represented by Amount In Row (9)     7.23%
12)		Type of Reporting Person     FI

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CUSIP NO. 143905107

 

1)		Name of Reporting Person                                                               Threadneedle Asset Management Holdings Limited
2)		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒*   *  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.
3)		SEC Use Only
4)		Citizenship or Place of Organization     England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5)		Sole Voting Power     0
				6)		Shared Voting Power     1,063,201
				7)		Sole Dispositive Power     0
				8)		Shared Dispositive Power     1,063,201

9)		Aggregate Amount Beneficially Owned by Each Reporting Person     1,063,201
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11)		Percent of Class Represented by Amount In Row (9)     7.23%
12)		Type of Reporting Person     FI

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CUSIP NO. 143905107

 

1)		Name of Reporting Person                                                               TC Financing Ltd
2)		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒*   *  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.
3)		SEC Use Only
4)		Citizenship or Place of Organization     England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5)		Sole Voting Power     0
				6)		Shared Voting Power     1,063,201
				7)		Sole Dispositive Power     0
				8)		Shared Dispositive Power     1,063,201

9)		Aggregate Amount Beneficially Owned by Each Reporting Person     1,063,201
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11)		Percent of Class Represented by Amount In Row (9)     7.23%
12)		Type of Reporting Person     FI

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CUSIP NO. 143905107

 

1)		Name of Reporting Person                                                               Threadneedle Asset Management Limited
2)		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒*   *  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.
3)		SEC Use Only
4)		Citizenship or Place of Organization     England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5)		Sole Voting Power     0
				6)		Shared Voting Power     1,063,201
				7)		Sole Dispositive Power     0
				8)		Shared Dispositive Power     1,063,201

9)		Aggregate Amount Beneficially Owned by Each Reporting Person     1,063,201
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11)		Percent of Class Represented by Amount In Row (9)     7.23%
12)		Type of Reporting Person     FI

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CUSIP NO. 143905107

 

1)		Name of Reporting Person                                                               Threadneedle Investment Services Limited
2)		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒*   *  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.
3)		SEC Use Only
4)		Citizenship or Place of Organization     England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5)		Sole Voting Power     0
				6)		Shared Voting Power     1,063,201
				7)		Sole Dispositive Power     0
				8)		Shared Dispositive Power     1,063,201

9)		Aggregate Amount Beneficially Owned by Each Reporting Person     1,063,201
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11)		Percent of Class Represented by Amount In Row (9)     7.23%
12)		Type of Reporting Person     FI

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CUSIP NO. 143905107

 

1)		Name of Reporting Person                                                               Threadneedle American Smaller                                                                                                             Companies Fund, a sub-fund of                                                                                                             Threadneedle Investment Funds ICVC
2)		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒*   *  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.
3)		SEC Use Only
4)		Citizenship or Place of Organization     England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5)		Sole Voting Power     780,101
				6)		Shared Voting Power     0
				7)		Sole Dispositive Power     0
				8)		Shared Dispositive Power     780,101

9)		Aggregate Amount Beneficially Owned by Each Reporting Person     780,101
10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11)		Percent of Class Represented by Amount In Row (9)     5.30%
12)		Type of Reporting Person     IV

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1(a)		Name of Issuer:		Carriage Services Inc.
1(b)		Address of Issuer’s Principal		3040 Post Oak Boulevard, Suite 300
		Executive Offices:		Houston, Texas 77056
2(a)		Name of Person Filing:		(a) Ameriprise Financial, Inc. (“AFI”)
				(b) TAM UK International Holdings Limited (“TAMUKI”)
				(c) Threadneedle Holdings Limited (“THL”)
				(d) TAM UK Holdings Limited (“TUHL”)
				(e) Threadneedle Asset Management Holdings Limited (“TAMHL”)
				(f) TC Financing Ltd (“TCFL”)
				(g) Threadneedle Asset Management Limited (“TAML”)
				(h) Threadneedle Investment Services Limited (“TISL”)
				(i) Threadneedle American Smaller Companies Fund, a sub-fund of
				Threadneedle Investment Funds ICVC (“Fund”)
				Persons (a) through (h) are sometimes referred to herein as the “Ameriprise Entities”.
2(b)		Address of Principal Business Office:		(a) Ameriprise Financial, Inc.
				145 Ameriprise Financial Center
				Minneapolis, MN 55474
				(b) Cannon Place, 78 Cannon Street, London, EC4N 6AG
				(c) Cannon Place, 78 Cannon Street, London, EC4N 6AG
				(d) Cannon Place, 78 Cannon Street, London, EC4N 6AG
				(e) Cannon Place, 78 Cannon Street, London, EC4N 6AG
				(f) Cannon Place, 78 Cannon Street, London, EC4N 6AG
				(g) Cannon Place, 78 Cannon Street, London, EC4N 6AG
				(h) Cannon Place, 78 Cannon Street, London, EC4N 6AG
				(i) Cannon Place, 78 Cannon Street, London, EC4N 6AG

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2(c)		Citizenship:		(a) Delaware
				(b) England and Wales
				(c) England and Wales
				(d) England and Wales
				(e) England and Wales
				(f) England and Wales
				(g) England and Wales
				(h) England and Wales
				(i) England and Wales
2(d)		Title of Class of Securities:		Common Stock
2(e)		Cusip Number:		143905107

 

3	Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):

(a) Ameriprise Financial, Inc.

A parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G). (Note: See Item 7)

(b) TAM UK International Holdings Limited

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(c) Threadneedle Holdings Limited

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(d) TAM UK Holdings Limited

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(e) Threadneedle Asset Management Holdings Limited

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(f) TC Financing Ltd

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(g) Threadneedle Asset Management Limited

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(h) Threadneedle Investment Services Limited

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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(i) Threadneedle American Smaller Companies Fund, a sub-fund of Threadneedle Investment Funds ICVC

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

 

4	Incorporated by reference to Items (5)-(9) and (11) of the cover page pertaining to each reporting person.

AFI, as the parent company of the other Ameriprise Entities, may be deemed to beneficially own the shares reported herein by those reporting persons. Accordingly, the shares reported herein by AFI include those shares separately reported herein by those reporting persons.

Each of the Ameriprise Entities disclaims beneficial ownership of any shares reported on this Schedule.

 

5	Ownership of 5% or Less of a Class: Not Applicable

 

6	Ownership of more than 5% on Behalf of Another Person:

To the knowledge of the Ameriprise Entities and the Fund, no other persons besides the Ameriprise Entities and the Fund and those persons for whose shares of common stock the Ameriprise Entities report beneficial ownership have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities of the issuer reported herein.

Any remaining shares reported herein by the Ameriprise Entities are held by various other funds or accounts managed by one or more of the Ameriprise Entities which each have the right to receive any dividends paid by the issuer and could terminate their respective investment advisory relationship with the applicable Ameriprise Entity and then subsequently direct the use of proceeds from the sale of the common stock owned by such fund or account. To the knowledge, of the Ameriprise Entities none of these other funds or accounts own more than 5% of the outstanding shares of the issuer as December 31, 2022 other than the Fund.

 

7	Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company:

AFI: See Exhibit I

 

8	Identification and Classification of Members of the Group:

Not Applicable

 

9	Notice of Dissolution of Group:

Not Applicable

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10	Certification:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023

 

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Exhibit Index

 

Exhibit I		Identification and Classification of the Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company.
Exhibit II		Joint Filing Agreement
Exhibit III		Powers of Attorney

Exhibit I

to

Schedule 13G

Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows:

Non-US Institution – TAM UK International Holdings Limited, a private limited company incorporated in England and Wales, is a holding company and parent entity to Threadneedle Holdings Limited.

Non-US Institution – Threadneedle Holdings Limited, a private limited company incorporated in England and Wales, is a holding company and is the parent entity to TAM UK Holdings Limited.

Non-US Institution – TAM UK Holdings Limited, a private limited company incorporated in England and Wales, is a holding company and is the parent entity to Threadneedle Asset Management Holdings Limited.

Non-US Institution – Threadneedle Asset Management Holdings Limited, a private limited company incorporated in England and Wales, is a holding company and is the parent entity to TC Financing Limited.

Non-US Institution – TC Financing Limited, a private limited company incorporated in England and Wales, is a holding company and is the parent entity to Threadneedle Asset Management Limited.

Non-US Institution – Threadneedle Asset Management Limited, a private limited company incorporated in England and Wales, is an investment adviser authorized and regulated by the UK Financial Conduct Authority.

Non-US Institution – Threadneedle Investment Services Limited, a private limited company incorporated in England and Wales, is a management company authorized and regulated by the U.K. Financial Conduct Authority.

Exhibit II

to

Schedule 13G

Joint Filing Agreement

The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2023, in connection with their beneficial ownership of Carriage Services Inc. Each of Threadneedle American Smaller Companies Fund, a sub-fund of Threadneedle Investment Funds ICVC, TAM UK International Holdings Limited, Threadneedle Holdings Limited, TAM UK Holdings Limited, Threadneedle Asset Management Holdings Limited, TC Financing Limited, Threadneedle Asset Management Limited and Threadneedle Investment Services Limited authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any necessary amendments thereto.

 

Ameriprise Financial, Inc.
By:		/s/ Michael G. Clarke
Name: Michael G. Clarke
Title: Senior Vice President, Head of Global Operations
TAM UK International Holdings Limited
Threadneedle Holdings Limited
TAM UK Holdings Limited
Threadneedle Asset Management Holdings Limited
TC Financing Ltd
Threadneedle Asset Management Limited
Threadneedle Investment Services Limited
By Columbia Management Investment Advisers, LLC, as Attorney in Fact
By:		/s/ Michael G. Clarke
Name: Michael G. Clarke
Title: Senior Vice President, Head of Global Operations
Threadneedle American Smaller Companies Fund, a sub-fund of Threadneedle Investment Funds ICVC
By Columbia Management Investment Advisers, LLC, as Attorney in Fact
By:		/s/ Michael G. Clarke
Name: Michael G. Clarke
Title: Senior Vice President, Head of Global Operations

Exhibit III

to

Schedule 13G

Powers of Attorney

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, which are intended to constitute a Limited Power of Attorney, that TAM UK International Holdings Limited, a company incorporated under the laws of England and Wales under registered number 12728685, with its principal place of business at Cannon Place, 78 Cannon Street, London, EC4N 6AG (“Threadneedle”), does hereby constitute and appoint Columbia Management Investment Advisers, LLC (“CMIA”), a Minnesota limited liability company with its principal office at 225 Franklin Street, Boston, MA 02110, as its true and lawful agent and attorney-in-fact with full power of substitution and revocation and with the power to execute and file with the appropriate governmental agencies within the United States, for and on behalf of Threadneedle, substantial shareholding reports, amendments to substantial shareholding reports, corrections thereto and other documents ancillary to such reports as required by applicable laws and regulations (the “Reports”) and to do any and all acts that said agent and attorney-in-fact deems necessary or appropriate in order to file such Reports.

This Limited Power of Attorney shall remain in effect until revoked in writing by Threadneedle.

IN WITNESS WHEREOF, this power of attorney was made as of this 9^th day of December, 2020, by the undersigned as authorized representative of Threadneedle.

 

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LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, which are intended to constitute a Limited Power of Attorney, that Threadneedle Holdings Limited, a limited liability company incorporated under the laws of England and Wales under registered number 07398893, with its principal place of business at Cannon Place, 78 Cannon Street, London, EC4N 6AG (“Threadneedle”), does hereby constitute and appoint Columbia Management Investment Advisers, LLC (“CMIA”), a Minnesota limited liability company with its principal office at 225 Franklin Street, Boston, MA 02110, as its true and lawful agent and attorney-in-fact with full power of substitution and revocation and with the power to execute and file with the appropriate governmental agencies within the United States, for and on behalf of Threadneedle, substantial shareholding reports, amendments to substantial shareholding reports, corrections thereto and other documents ancillary to such reports as required by applicable laws and regulations (the “Reports”) and to do any and all acts that said agent and attorney-in-fact deems necessary or appropriate in order to file such Reports.

This Limited Power of Attorney shall remain in effect until revoked in writing by Threadneedle.

IN WITNESS WHEREOF, this power of attorney was made as of this 18 day of December, 2019, by the undersigned as authorized representative of Threadneedle.

 

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LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, which are intended to constitute a Limited Power of Attorney, that TAM UK Holdings Limited a company incorporated under the laws of England and Wales under registered number 06779814, with its principal place of business at Cannon Place, 78 Cannon Street, London, EC4N 6AG (“Threadneedle”), does hereby constitute and appoint Columbia Management Investment Advisers, LLC (“CMIA”), a Minnesota limited liability company with its principal office at 225 Franklin Street, Boston, MA 02110, as its true and lawful agent and attorney-in-fact with full power of substitution and revocation and with the power to execute and file with the appropriate governmental agencies within the United States, for and on behalf of Threadneedle, substantial shareholding reports, amendments to substantial shareholding reports, corrections thereto and other documents ancillary to such reports as required by applicable laws and regulations (the “Reports”) and to do any and all acts that said agent and attorney-in-fact deems necessary or appropriate in order to file such Reports.

This Limited Power of Attorney shall remain in effect until revoked in writing by Threadneedle.

IN WITNESS WHEREOF, this power of attorney was made as of this 18 day of December, 2019, by the undersigned as authorized representative of Threadneedle.

 

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LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, which are intended to constitute a Limited Power of Attorney, that Threadneedle Asset Management Holdings Limited, a company incorporated under the laws of England and Wales under registered number 03554212, with its principal place of business at Cannon Place, 78 Cannon Street, London, EC4N 6AG (“Threadneedle”), does hereby constitute and appoint Columbia Management Investment Advisers, LLC (“CMIA”), a Minnesota limited liability company with its principal office at 225 Franklin Street, Boston, MA 02110, as its true and lawful agent and attorney-in-fact with full power of substitution and revocation and with the power to execute and file with the appropriate governmental agencies within the United States, for and on behalf of Threadneedle, substantial shareholding reports, amendments to substantial shareholding reports, corrections thereto and other documents ancillary to such reports as required by applicable laws and regulations (the “Reports”) and to do any and all acts that said agent and attorney-in-fact deems necessary or appropriate in order to file such Reports.

This Limited Power of Attorney shall remain in effect until revoked in writing by Threadneedle.

IN WITNESS WHEREOF, this power of attorney was made as of this 18 day of December, 2019, by the undersigned as authorized representative of Threadneedle.

 

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LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, which are intended to constitute a Limited Power of Attorney, that TC Financing Limited a company incorporated under the laws of England and Wales under registered number 07466657, with its principal place of business at Cannon Place, 78 Cannon Street, London, EC4N 6AG (“Threadneedle”), does hereby constitute and appoint Columbia Management Investment Advisers, LLC (“CMIA”), a Minnesota limited liability company with its principal office at 225 Franklin Street, Boston, MA 02110, as its true and lawful agent and attorney-in-fact with full power of substitution and revocation and with the power to execute and file with the appropriate governmental agencies within the United States, for and on behalf of Threadneedle, substantial shareholding reports, amendments to substantial shareholding reports, corrections thereto and other documents ancillary to such reports as required by applicable laws and regulations (the “Reports”) and to do any and all acts that said agent and attorney-in-fact deems necessary or appropriate in order to file such Reports.

This Limited Power of Attorney shall remain in effect until revoked in writing by Threadneedle.

IN WITNESS WHEREOF, this power of attorney was made as of this 18 day December, 2019 , by the undersigned as authorized representative of Threadneedle.

 

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LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, which are intended to constitute a Limited Power of Attorney, that Threadneedle Asset Management Limited, a company incorporated under the laws of England and Wales under registered number 00573204, with its principal place of business at Cannon Place, 78 Cannon Street, London, EC4N 6AG (“Threadneedle”), does hereby constitute and appoint Columbia Management Investment Advisers, LLC (“CMIA”), a Minnesota limited liability company with its principal office at 225 Franklin Street, Boston, MA 02110, as its true and lawful agent and attorney-in-fact with full power of substitution and revocation and with the power to execute and file with the appropriate governmental agencies within the United States, for and on behalf of Threadneedle, substantial shareholding reports, amendments to substantial shareholding reports, corrections thereto and other documents ancillary to such reports as required by applicable laws and regulations (the “Reports”) and to do any and all acts that said agent and attorney-in-fact deems necessary or appropriate in order to file such Reports.

This Limited Power of Attorney shall remain in effect until revoked in writing by Threadneedle.

IN WITNESS WHEREOF, this power of attorney was made as of this 18 day of December, 2019, by the undersigned as authorized representative of Threadneedle.

 

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LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, which are intended to constitute a Limited Power of Attorney, that Threadneedle Investment Services Limited, a company incorporated under the laws of England and Wales under registered number 3701768, with its principal place of business at Cannon Place, 78 Cannon Street, London, EC4N 6AG (“Threadneedle”), does hereby constitute and appoint Columbia Management Investment Advisers, LLC (“CMIA”), a Minnesota limited liability company with its principal office at 225 Franklin Street, Boston, MA 02110, as its true and lawful agent and attorney-in-fact with full power of substitution and revocation and with the power to execute and file with the appropriate governmental agencies within the United States, for and on behalf of Threadneedle, substantial shareholding reports, amendments to substantial shareholding reports, corrections thereto and other documents ancillary to such reports as required by applicable laws and regulations (the “Reports”) and to do any and all acts that said agent and attorney-in-fact deems necessary or appropriate in order to file such Reports.

This Limited Power of Attorney shall remain in effect until revoked in writing by Threadneedle.

IN WITNESS WHEREOF, this power of attorney was made as of this 11 day of December, 2019, by the undersigned as authorized representative of Threadneedle.