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Sustainability-related disclosures





Introduction

Prom12 Management GmbH (“Fund Manager“), LEI: 391200MQA56SZYEQWF68, is an alternative investment fund manager within the meaning of the German Investment Code (Kapitalanlagegesetzbuch, “KAGB“) and as such publishes the following information in light of the consideration of sustainability-related aspects in accordance with Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability disclosure requirements in the financial services sector (“SFDR“).


Prom12 Management GmbH (“Fund Manager“), LEI: 391200MQA56SZYEQWF68, is an alternative investment fund manager within the meaning of the German Investment Code (KAGB) and publishes the following information with regard to the consideration of sustainability aspects in accordance with Regulation (EU) 2019/2088 of the European Parliament and of the Council of November 27, 2019 on sustainability-related disclosures in the financial services sector (“SFDR“).





Prom12 Capital Fund II – Disclosures

Article 10 SFDR – Sustainability-Related Information About Financial Products That Promote Environmental or Social Characteristics

Publication Date: November 25, 2025

Prom12 Management GmbH, LEI: 391200MQA56SZYEQWF68, is the alternative investment fund manager of Prom12 Capital Fund II GmbH & Co. KG (“Prom12 Capital Fund II”), within the meaning of the German Investment Code (Kapitalanlagegesetzbuch) and as such publishes the following information in light of the consideration of sustainability-related aspects in accordance with Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability disclosure requirements in the financial services sector (“SFDR”).

Summary

This financial product promotes environmental or social characteristics but does not have as its objective a sustainable investment within the meaning of Article 2 No. 17 SFDR.The promoted characteristics are investment restrictions. 100% of the investments will be in line with its investment strategy and investment restrictions.

No reference benchmark has been designated to attain the environmental or social characteristics promoted by the financial product.

Summary

This financial product advertises environmental or social characteristics, but does not aim to make sustainable investments as defined in Article 2 No. 17 SFDR. The advertised features are exclusion criteria. 100% of the investments are made in accordance with the investment strategy and the investment restrictions.

No reference value was specified to achieve the environmental or social characteristics advertised with the financial product.

No Sustainable Investment Objective

This financial product promotes environmental or social characteristics, but does not have as its objective sustainable investment.

Environmental or Social Characteristics of the Financial Product

The promoted characteristics are investment restrictions.

Prom12 Capital Fund II intends to invest only in ethically and socially sound Portfolio Companies and, accordingly, will not invest in Portfolio Companies which engage in, or that directly or indirectly control another entity whose business activity is any one or more of the following:

Investment Strategy

The purpose of Prom12 Capital Fund II is to build, hold and manage in its own name and for its own account a portfolio of equity and equity-related majority or, on an opportunistic basis, qualified minority investments in small and medium-sized enterprises in the area of tech, tech-enabled services, digital transformation and/or IT services incl. software (with a focus on, but not limited to, companies with an enterprise value between EUR 10 million and EUR 35 million, revenues between EUR 10 million and EUR 50 million, and an EBITDA between EUR 0.5 million and EUR 5 million). software (with a focus on, but not limited to, companies with an enterprise value of between EUR 10 million and EUR 35 million, revenues of between EUR 10 million and EUR 50 million, and an EBITDA between EUR 0.5 million and EUR 5 million) mainly in the German speaking regions of Europe, i.e., Germany, Austria and Switzerland (“Portfolio Companies”).

Policy to Assess Good Governance Practices of the Investee Companies

As part of the due diligence and ongoing investment management, the investment team will review whether a potential Portfolio Company has good governance practices in place. This might include using ESG (environmental, social, and governance) criteria to evaluate companies’ performance in areas such as labor practices, human rights, and corporate governance, conducting due diligence on Portfolio Companies to assess their management structures, employee relations, and tax compliance, engaging with Portfolio Companies to encourage improvements in governance practices if necessary. The intensity of the assessment is carried out in accordance with the principle of proportionality. Where Prom12 Capital Fund II sees higher risks of non-compliance, it will intensify its audit. Prom12 Capital Fund II will be at least partly reliable on the information provided by Portfolio Companies. Unless there is evidence to suggest that the information provided is incorrect, it will not be verified for accuracy.

Proportion of Investments

Prom12 Capital Fund II will invest fully in line with its investment strategy and investment restrictions. Prom12 Capital Fund II will not invest a portion of its capital in any other asset class.

Monitoring of Environmental or Social Characteristics

The investment team for Prom12 Capital Fund II will initially and continuously monitor whether the investment restrictions are abided by and whether the investment falls within the investment policies. Prom12 Capital Fund II will not make any investment in the excluded sectors. Therefore, the achievement of the promoted ESG aspects – no investment within the excluded sectors – can be tracked in a simple way.

Methodologies for Environmental or Social Characteristics

Any potential investment is assessed against the list of excluded sectors prior to an investment. Prom12 Capital Fund II verifies on an ongoing basis that no investment falls within any of the sectors excluded under the fund’s investment policy.

Data Sources and Processing

Apart from its due diligence (as described below in further detail), monitoring and regular communication with the Portfolio Companies, Prom12 Capital Fund II does not conduct further research or investigations on a regular basis, at least as long as the data reported by the portfolio does not give raise to any reasonable doubts. As the indicator for measuring the attainment of the environmental or social characteristics is the proportion of investments on the exclusion list in relation to all investments of Prom12 Capital Fund II, Prom12 Capital Fund II does not anticipate the necessity to ensure the data quality or to estimate data.

Limitations to Methodologies and Data

Prom12 Capital Fund II partially relies on the information gathered during the due diligence process. Furthermore, in the post-investment phase, Prom12 Capital Fund II is reliant on the reported data. In both cases, complete data may not always be available due to the nature of the investments. The information is verified only if and to the extent misrepresentations are suspected.

Since Prom12 Capital Fund II’s investments are made for a multi-year investment period, Prom12 Capital Fund II places a high priority on establishing trust-based working relationships with all stakeholders to ensure that data is submitted reliably and completely and that the above restrictions are met.

Due diligence

The assessment of how Prom12 Capital Fund II’s potential investment in the potential portfolio company relates to the promoted social characteristics is carried out as part of the due diligence process prior to the investment. Further reviews may be conducted beyond such due diligence process and regular monitoring if, and to the extent, Prom12 Capital Fund II deems it appropriate to conduct an ad hoc review in a specific case. Prom12 Capital Fund II does not foresee to engage external service providers to assess the social characteristics of a potential investment.

Engagement Policies

Should Prom12 Capital Fund II determine any potential issues relating to the social characteristic, Prom12 Capital Fund II will engage in discussions with the portfolio company’s management in order to resolve such issues, provided that such efforts will always remain at a level that Prom12 Capital Fund II in its sole discretion, considers to be proportionate in light of the size and strategic importance of the respective investment in the portfolio companies and that takes into account the respective negotiation positions and transactional context.






Prom12 Capital Fund I – Disclosures

Mandatory disclosures under Regulation of the European Parliament and of the Council on sustainability-related disclosures in the financial services sector (EU) 2019/2088 (“SFDR”)

Prom12 Capital Fund I GmbH & Co. KG (the “Master Fund”) and Prom12 Feeder Fund GmbH & Co. KG (the “Feeder Fund” and together the “Funds”) each qualify as a financial product under Art. 8 of Regulation (EU) 2019/2088 of November 27, 2019 on sustainability-related disclosure requirements in the financial services sector (Sustainable Finance Disclosure Regulation, “SFDR”). Art. 8 funds promote environmental or social characteristics but do not have sustainable investments within the meaning of the SFDR as their objectives. The managing limited partner of the Funds is Prom12 Management GmbH, Munich, registered with the commercial register of the Local Court of Munich under HRB 273275 (the “Fund Manager”). The Fund Manager and the Funds disclose the following information pursuant to Art. 10 SFDR and to Art. 24 to 36 of the Commission Delegated Regulation (EU) 2022/1288 of April 6, 2022 supplementing with Regulatory Technical Standards (“RTS”).

Mandatory disclosures in accordance with Regulation (EU) 2019/2088 of the European Parliament and of the Council of November 27, 2019 on sustainability-related disclosures in the financial services sector (“SFDR”)

Prom12 Capital Fund I GmbH & Co KG (the “Master Fund”) and Prom12 Feeder Fund GmbH & Co KG (the “Feeder Fund” and together the “Funds”) qualify as a financial product under Art. 8 of Regulation (EU) 2019/2088 of November 27, 2019 on sustainability-related disclosure requirements in the financial services sector (Sustainable Finance Disclosure Regulation, “SFDR”). Art. 8 funds are used to advertise environmental and social characteristics, but these funds do not aim to make sustainable investments within the meaning of the SFDR. The managing limited partner of the funds is Prom12 Management GmbH, Munich, registered in the commercial register of the Local Court of Munich under HRB 273275 (the “Fund Manager”). The Fund Manager and the Funds disclose the following information in accordance with Art. 10 SFDR and Art. 24 to 26 of the Commission Delegated Regulation (EU) 2022/1288 of April 6, 2022 supplementing the SFDR with Regulatory Technical Standards (“RTS”)

A. Prom12 Management GmbH

I. Sustainability-related disclosures at entity level

1 Policies on the integration of sustainability risk in investment decision-making processes (Art. 3 SFDR)

The Fund Manager is a long-term investor that embraces its responsibility towards investors, portfolio companies and stakeholders in the wider ecosystem in which the firm and its portfolio companies operate. The Fund Manager manages sustainability risks through a combination of committed participation on the boards of directors of its portfolio companies as well as ongoing monitoring of the progress of each company. Furthermore, sustainability risks will be considered as part of the due diligence and risk assessment processes in advance of each investment.

2. no consideration of adverse impacts of investment decisions on sustainability factors (Art. 4 SFDR)

Art. 4 SFDR provides for a framework aimed at achieving transparency with regard to any principle adverse impacts of investment decisions on sustainability factors. For this purpose, financial market participants such as the Fund Manager must disclose certain information (additionally, taking into account the specific provisions of the RTS). Currently, the Fund Manager does not take into account any principle adverse impact of investment decisions on sustainability factors, as it believes that the information provided to it by the portfolio companies in relation to the investments is not sufficient to allow it to do so. The Fund Manager will monitor developments with regard to available information and consider whether it is reasonably possible in the future to disclose the information required by the Art. 4 SFDR-framework (including the RTS).

3 Mandatory disclosures of remuneration policies in relation to the integration of sustainability risks (Art. 5 SFDR)

As a registered AIFM within the meaning of section 2(4) of the German Capital Investment Act (“GCIA”), the Fund Manager does not have a remuneration guideline (remuneration policy) in accordance with the requirements of the GCIA. Accordingly, the integration of sustainability risks is not considered with respect to the determination of the remuneration.

II. Sustainability-related information at company level

1. transparency in the strategies for the scope of sustainability risks (Article 3 SFDR)

The fund manager is a long-term investor who fulfills its responsibility towards investors, portfolio companies and stakeholders in the wider ecosystem in which the company and its portfolio companies operate. The fund manager takes sustainability risks into account in its investment decisions and in the management of its portfolio companies through active participation in the supervisory board and/or the shareholders’ meeting of the portfolio companies. In addition, sustainability risks can be taken into account as part of the due diligence and risk assessment prior to each investment.

2. no consideration of adverse effects of investment decisions on sustainability factors (Article 4 SFDR)

Art. 4 SFDR provides a framework that aims to create transparency with regard to any potential negative impact of investment decisions on sustainability factors. To this end, financial market participants such as the fund manager must disclose certain information (taking into account the concretizing provisions of the RTS). Currently, the Fund Manager does not consider principal adverse impacts of investment decisions on sustainability factors as it believes that the information provided to it by the portfolio companies in relation to the investments is not sufficient to do so. The Fund Manager will monitor developments in relation to the information available and consider whether it is appropriate in the future for the Fund Manager to disclose the information required by Art. 4 SFDR (including the RTS).

3. transparency in the remuneration policy (Article 5 SFDR)

As a registered capital management company pursuant to Section 2 (4) KAGB, the fund manager is not obliged to establish a remuneration policy within the meaning of the KAGB. Consequently, sustainability risks are not included in the fund manager’s remuneration policy.

B. Prom12 Capital Fund I GmbH & Co. KG

I. Sustainability-related disclosures

1st Summary

The Master Fund, managed by the Fund Manager, intends to promote social characteristics and hence envisages to invest only in ethically and socially sound portfolio companies. The Master Fund focuses on equity and equity-related investments in the area of digital transformation and/or IT services mainly in the DACH region. The Master Fund strictly applies a binding exclusion list, the exclusion covers inter alia weapons and ammunition or tobacco. Up to 100% of the invested capital will be in line with the exclusion list which will be taken into account during the entire investment process. The Master Fund will measure the attainment of the social characteristics by tracking the proportion of investments not on the Exclusion List in relation to all investments of the Master Fund.

2. no sustainable investment objective

The Master Fund promotes environmental or social characteristics (Article 8 SFDR) but does not have sustainable investments (Article 9 SFDR) as its objective.

3. environmental or social characteristics of the financial product

The Master Fund does not commit to make sustainable investments within the meaning of the SFDR or with an environmental objective aligned with the EU Taxonomy. However, the Master Fund targets that all of its investments will be aligned with the social characteristics promoted by the Master Fund.

The Master Fund promotes social characteristics through the incorporation of ESG considerations within its investment processes.

Specifically, the Master Fund promotes the following social characteristic:

Due to the structure and the strategy of the Master Fund its portfolio assets cannot be finally determined prior to the conclusion of the investment phase. Given this, the Master Fund has chosen investments in ethically and socially sound portfolio companies to measure the attainment of the social characteristics it promotes. Where this indicator cannot be applied to individual social characteristics with a reasonable economic effort for the Master Fund and/or the respective portfolio company, the Fund Manager may review and adjust the selected indicator.

The Master Fund has chosen the following indicator to track the attainment of the promoted social characteristic:

The Master Fund applies a binding exclusion list that prevents the Master Fund from investing into the following industries (“Exclusion List”):

4. investment strategy

The Master Fund intends to build, hold and manage in its own name and for its own account a portfolio of equity and equity-related majority or, on an opportunistic basis, qualified minority investments in small and medium-sized enterprises in the area of digital transformation and/or IT services (with a focus on companies with an enterprise value of between Euro 10 million and Euro 35 million, revenues of between Euro 10 million and Euro 40 million, and an EBITDA between Euro 0.5 million and 5 million) mainly in the DACH region.

The investment strategy guides investment decisions based on factors such as investment objectives and risk tolerance. The Master Fund intends to promote social characteristics and has adjusted its investment strategy accordingly. Consequently, the Master Fund will strictly adhere to the abovementioned Exclusion List in order to attain the social characteristics of the Master Fund.

The assessment of good governance practices of portfolio companies is incorporated in the Master Fund’s legal due diligence as far as good governance practices have been adopted by law.

5. proportion of investments

The Master Fund will invest up to 100% of its capital in investments that meet the social characteristics promoted by the Master Fund, i.e. all investments will be in line with the Exclusion List as stipulated under 3 above.

The Master Fund does not commit to make sustainable investments with an environmental objective aligned with the EU Taxonomy and therefore will not have a minimum share of investments in transitional and enabling activities. Since the Master Fund’s asset portfolio consists a blind pool, it reserves the discretion to make sustainable investments and investments in “Other” assets in accordance with its investment strategy as provided in the Additional Information memorandum and accompanying marketing documents.

6. monitoring of environmental or social characteristics

In order to attain the social characteristics promoted by the Master Fund, the Master Fund carefully selects its investments opportunities during the pre-investment and investments phase. The Master Fund applies a negative screening on all potential investments to determine unsuitable investments. The negative screening contains an Exclusion List with regards to certain branches and products. In particular the exclusion covers weapons and ammunition or tobacco.

During the entire investment process consisting of

the Master Fund will apply the method described under 7 to collect information and to assess its alignment with the promotion of the social characteristics.

7 Methodologies

The methodology of the Master Fund consists of strictly adhering to the Exclusion List specified under 3. The Master Fund will consider the Exclusion List in every part of the investment process.

8. data sources and processing

Apart from its due diligence (as described below under 10. in further detail), monitoring and regular communication between the Fund Manager and the Master Fund’s portfolio companies, the Fund Manager does not conduct further research or investigations on a regular basis, at least as long as the data reported by the portfolio does not give raise to any reasonable doubts. As the Master Fund’s indicator is the proportion of investments on the Exclusion List in relation to all investments of the Master Fund, the Fund Manager does not anticipate the necessity to ensure the data quality or to estimate data.

9. limitations to methodologies and data

In some portfolio companies the Master Fund will participate as a minority shareholder. The legal limitations of this position do not allow the Master Fund to ensure full compliance with all requirements set out by the SFDR and the EU Taxonomy for sustainable investments with an environmental objective aligned with the EU Taxonomy. In particular, the Master Fund cannot monitor the compliance of the “do not cause significant harm” principle in all its portfolio companies by economically reasonable means. It also assumes that monitoring and reporting on the compliance of this principle would place an economically disproportionate burden on the usually small management teams of its portfolio companies.

10. due diligence

The assessment of how the Master Fund’s potential investment in the potential portfolio company relates to the promoted social characteristics is carried out as part of the due diligence process prior to the investment. Further reviews may be conducted beyond such due diligence process and regular monitoring if, and to the extent, the Fund Manager deems it appropriate to conduct an ad hoc review in a specific case. The Fund Manager does not foresee to engage external service providers to assess the social characteristics of a potential investment.

11. commitment policies

Should the Fund Manager on behalf of the Fund determine any potential issues relating to the social characteristic, the Fund Manager will engage in discussions with the portfolio company’s manager in order to resolve such issues, provided that such efforts will always remain at a level that the Fund Manager, in its sole discretion, considers to be proportionate in light of the size and strategic importance of the respective investment in the portfolio companies and that takes into account the respective negotiation positions and transactional context.

II. Sustainability-related disclosures

1. summary

The Master Fund, managed by the Fund Manager, aims to promote social characteristics and will therefore only invest in ethical and socially responsible companies. The Master Fund focuses on equity and equity-like investments in the field of digital transformation and/or IT services mainly in the DACH region. The Master Fund strictly adheres to a binding exclusion list, which includes weapons and ammunition or tobacco. Up to 100% of the invested capital will comply with the exclusion list, which will be taken into account throughout the investment process. The Master Fund will measure the achievement of the social characteristic based on the proportion of investments that are not on the exclusion list in relation to all investments of the Master Fund.

2. no sustainable investment goal

This Master Fund advertises ecological or social characteristics, but does not aim to make sustainable investments.

3. environmental and social characteristics of the financial product

The Master Fund is not committed to making sustainable investments within the meaning of the SFDR or investments with environmental objectives aligned with the EU taxonomy. However, the Master Fund strives to ensure that all its investments are aligned with social characteristics.

The Master Fund promotes social characteristics by incorporating ESG criteria into its investment processes. In particular, the Master Fund promotes the following social characteristic:

Due to the structure and strategy of the Master Fund, the assets of the portfolio cannot be finalized before the end of the investment phase. For this reason, the Master Fund has selected investments in ethical and socially responsible companies to measure the achievement of the social characteristics it promotes. If this indicator cannot be applied to individual social characteristics with an economically justifiable effort for the Master Fund and/or the respective portfolio company, the Master Fund is authorized to review and adjust the selected indicator.

The Master Fund has selected the following indicator to measure the social characteristic:

The Master Fund applies a mandatory exclusion list which prevents the Master Fund from investing in the following sectors:

4. investment strategy

The Master Fund intends to establish, hold and manage in its own name and for its own account a portfolio of equity and equity-like majority or, on an opportunistic basis, qualified minority investments in small and medium-sized companies in the field of digital transformation and/or IT services (with a focus on companies with an enterprise value between EUR 10 and 35 million, revenues between EUR 10 and 40 million and EBITDA between EUR 0.5 and 5 million) mainly in the DACH region.

The investment strategy serves as a guide for investment decisions based on factors such as investment objectives and risk tolerance. The Master Fund intends to promote social characteristics and has adapted its investment strategy accordingly and will therefore strictly adhere to the above mandatory exclusion list. The assessment of the good governance practices of the portfolio companies is included in the legal review prior to the acquisition of a shareholding in a potential portfolio company, where such good governance practices are required by law.

5. allocation of investments

The Master Fund will invest up to 100% of its capital in portfolio companies that comply with the social characteristics promoted by the Master Fund, i.e. all investments will be in line with the exclusion list mentioned under 3.

The Master Fund is not committed to making sustainable investments with environmental objectives aligned with the EU Taxonomy and therefore does not provide for a minimum proportion of environmentally sustainable investments. As the Master Fund’s portfolio is a blind pool, the Master Fund has discretion to make sustainable investments and investments in “other” assets in line with its investment strategy as set out in the Additional Information and accompanying marketing materials.

6. monitoring of environmental or social characteristics

In order to achieve the social characteristics promoted by the Master Fund, the Master Fund carefully selects its investment opportunities in the pre-investment and investment phases. The Master Fund applies negative screening to all potential investments to identify unsuitable investments. The negative screening contains a binding exclusion list for certain sectors and products. The exclusion includes, in particular, weapons and ammunition or tobacco.

During the entire investment process, consisting of

the Master Fund will use the method described under 7. to collect information and assess its consistency with the promotion of social characteristics.

7. methods

The method applied by the Master Fund consists of strict compliance with the exclusion list listed under 3. The Master Fund will take the exclusion list into account in every part of the investment process.

8. data sources and processing

Apart from due diligence (as described below under 10.), monitoring and regular communication between the fund manager and the portfolio companies of the master fund, further research and investigations by the fund manager are not carried out regularly, at least as long as there are no grounds for reasonable doubt about the data reported by the portfolio. As the sustainability indicator of the Master Fund is the proportion of investments on the exclusion list in relation to all investments of the Master Fund, the fund manager does not expect that the data quality must be ensured by special measures or that data must be estimated.

9. limitations with regard to methods and data

The Master Fund will be a minority shareholder in some portfolio companies. The legal limitations of this position do not allow the Master Fund to ensure full compliance with all requirements of the SFDR and the EU Taxonomy for Sustainable Investment with an environmental objective aligned with the EU Taxonomy. In particular, the Master Fund cannot use commercially reasonable means to monitor compliance with the “do no significant harm” principle in all of its investee companies. The Master Fund also assumes that monitoring and reporting on compliance with this principle would represent an economically disproportionate burden for the generally small management teams of its portfolio companies.

10. duty of care

The assessment of how the Master Fund’s potential investment in the potential portfolio company relates to the promoted social characteristics is carried out as part of the pre-investment due diligence process. In addition to this due diligence and regular monitoring, further checks may be carried out if and to the extent that the Fund Manager deems it appropriate to carry out an ad hoc review in a particular case. The Fund Manager does not intend to engage external service providers to review the compatibility of an investment with the social characteristics of the Master Fund.

11. participation policy

Should the Fund Manager, on behalf of the Master Fund, identify potential issues in relation to the Social Feature, the Fund Manager will enter into discussions with the Portfolio Company Manager to resolve such issues, provided that such efforts remain at all times at a level which the Fund Manager, in its sole discretion, considers proportionate to the size and strategic importance of the relevant investment in the Portfolio Companies and which takes into account the relevant negotiating positions and transaction context.

C. Prom12 Feeder Fund GmbH & Co. KG

I. Sustainability-related disclosures

1st Summary

The Feeder Fund, managed by the Fund Manager, intends to promote social characteristics and hence envisages to invest via the Master Fund only in ethically and socially sound portfolio companies. The purpose of the Feeder Fund is to acquire, hold and manage a capital commitment as non-managing limited partner in the Master Fund. The investment strategy of the Feeder Fund is to invest all of its assets in the Master Fund. The Master Fund focuses on equity and equity-related investments in the area of digital transformation and/or IT services mainly in the DACH region. The Master Fund strictly applies a binding exclusion list, the exclusion covers inter alia weapons and ammunition or tobacco. Up to 100% of the invested capital will be in line with the exclusion list which will be taken into account during the entire investment process. This investment strategy also applies mutatis mutandis for the Feeder Fund because it exclusively invests into the Master Fund. The Feeder Fund will measure the attainment of the social characteristics by tracking the proportion of investments not on the Exclusion List in relation to all investments of the Master Fund.

2. no sustainable investment objective

The Feeder Fund promotes environmental or social characteristics (Article 8 SFDR) but does not have sustainable investments (Article 9 SFDR) as its objective.

3. environmental or social characteristics of the financial product

The Feeder Fund does not commit to make sustainable investments within the meaning of the SFDR or with an environmental objective aligned with the EU Taxonomy. However, the Feeder Fund targets that all of its investments will be aligned with the social characteristics promoted by the Master Fund.

Specifically, the Feeder Fund promotes the following social characteristic:

Due to the structure and the strategy of the Feeder Fund as a feeder fund its portfolio assets held through the Master Fund cannot be finally determined prior to the conclusion of the investment phase of the Master Fund. Given this, the Feeder Fund invests via the Master Fund in ethically and socially sound portfolio companies to measure the attainment of the social characteristics it promotes, the Feeder Fund aligns its sustainability indicators with the indicators of the Master Fund. Where this indicator cannot be applied to individual social characteristics with a reasonable economic effort for the Master Fund and/or the respective portfolio company, the Fund Manager may review and adjust the selected indicator on the level of the Feeder Fund as well.

The Feeder Fund has chosen the following indicator to track the attainment of the promoted social characteristic:

The Master Fund applies a binding exclusion list that prevents the Master Fund from investing into the following industries (“Exclusion List”):

4. investment strategy

The investment strategy of the Feeder Fund is to invest all of its assets in the Master Fund. The Feeder Fund intends to promote social characteristics via an investment in the Master Fund. Hence, the investment strategy of the Master Fund also applies mutatis mutandis for the Feeder Fund because it only invests into the Master Fund.

The Master Fund intends to build, hold and manage in its own name and for its own account a portfolio of equity and equity-related majority or, on an opportunistic basis, qualified minority investments in small and medium-sized enterprises in the area of digital transformation and/or IT services (with a focus on companies with an enterprise value of between Euro 10 million and Euro 35 million, revenues of between Euro 10 million and Euro 40 million, and an EBITDA between Euro 0.5 million and 5 million) mainly in the DACH region.

The investment strategy guides investment decisions based on factors such as investment objectives and risk tolerance. The Master Fund intends to promote social characteristics and has adjusted its investment strategy accordingly. Consequently, the Master Fund will strictly adhere to the abovementioned Exclusion List in order to attain the social characteristics of the Master Fund.

The assessment of good governance practices of portfolio companies is incorporated in the Master Fund’s legal due diligence as far as good governance practices have been adopted by law.

5. proportion of investments

The Feeder Fund will invest up to 100% of its capital via the Master Fund in investments that meet the social characteristics promoted by the Feeder Fund and the Master Fund, i.e. all investments will be in line with the exclusion list as stipulated under 3 above.

The Feeder Fund does not commit to make sustainable investments with an environmental objective aligned with the EU Taxonomy and therefore will not have a minimum share of investments in transitional and enabling activities. Since the Feeder Fund’s asset portfolio consists of interests in the Master Fund and the Master Fund’s asset portfolio consists as a blind pool, the Master Fund reserves the discretion to make sustainable investments and investments in “Other” assets in accordance with its investment strategy as provided in the Additional Information memorandum and accompanying marketing documents.

6. monitoring of environmental or social characteristics

Because the Master Fund adheres to the strict exclusion list, the Feeder Fund follows its social objective of conducting only socially and ethically sound (indirect) investments. In order to attain the social characteristics promoted by the Feeder Fund and the Master Fund, the Master Fund carefully selects its investments opportunities during the pre-investment and investments phase. The Master Fund applies a negative screening on all potential investments to determine unsuitable investments. The negative screening contains a binding Exclusion List with regards to certain branches and products. In particular the exclusion covers weapons and ammunition or tobacco.

During the entire investment process consisting of

the Master Fund will apply the method described under 7 to collect information and to assess its alignment with the promotion of the social characteristics.

7 Methodologies

The methodology of the Master Fund consists of strictly adhering to the Exclusion List specified under 3. The Master Fund will consider the exclusion list in every part of the investment process. This methodology also applies mutatis mutandis for the Feeder Fund because it solely invests into the Master Fund.

8. data sources and processing

Apart from its due diligence (as described below under 10. in further detail), monitoring and regular communication between the Fund Manager and the Master Fund’s portfolio companies, the Fund Manager does not conduct further research or investigations on a regular basis, at least as long as the data reported by the portfolio does not give raise to any reasonable doubts. As the Master Fund’s indicator is the proportion of investments on the Exclusion List in relation to all investments of the Master Fund, the Fund Manager does not anticipate the necessity to ensure the data quality or to estimate data. Because the Feeder Fund solely invests into the Master Fund, the data sources and processing will be the same for the Master Fund as well as for the Feeder Fund.

9. limitations to methodologies and data

In some portfolio companies the Master Fund will participate as a minority shareholder. The legal limitations of this position do not allow the Master Fund to ensure full compliance with all requirements set out by the SFDR and the EU Taxonomy for sustainable investments with an environmental objective aligned with the EU Taxonomy. In particular, the Master Fund cannot monitor the compliance of the “do not cause significant harm” principle in all its portfolio companies by economically reasonable means. It also assumes that monitoring and re-porting on the compliance of this principle would place an economically disproportionate burden on the usually small management teams of its portfolio companies. The same limitations to methodologies and data also apply mutatis mutandis for the Feeder Fund because it solely invests into the Master Fund.

10. due diligence

The assessment of how the Master Fund’s potential investment in the potential portfolio company relates to the promoted social characteristics is carried out as part of the due diligence process prior to the investment. Further reviews may be conducted beyond such due diligence process and regular monitoring if, and to the extent, the Fund Manager deems it appropriate to conduct an ad hoc review in a specific case. The Fund Manager does not foresee to engage external service providers to assess the social characteristics of a potential investment. This assessment also applies mutatis mutandis for the Feeder Fund because it solely invests into the Master Fund.

11. commitment policies

As the Feeder Fund invests all of its capital into the Master Fund, the Feeder Fund has no legal position to engage with the portfolio companies directly. But the Feeder Fund will use the rights afforded to it in the Master Fund limited partnership agreement to engage with the portfolio companies through the Master Fund.

 

II. Sustainability-related disclosures

1. summary

The Feeder Fund, managed by the Fund Manager, intends to promote social characteristics and will therefore only invest in ethical and socially responsible companies via the Master Fund. The purpose of the Feeder Fund is to acquire, hold and manage an equity interest in the Master Fund as a non-managing limited partner. The Feeder Fund’s investment strategy is to invest all of its assets in the Master Fund. The Master Fund focuses on equity and equity-like investments in the field of digital transformation and/or IT services mainly in the DACH region. The Master Fund strictly adheres to a binding exclusion list, which includes weapons and ammunition or tobacco. 100% of the invested capital will comply with the exclusion list, which will be taken into account throughout the investment process. This investment strategy also applies mutatis mutandis to the Feeder Fund, as it invests exclusively in the Master Fund.

2. no sustainable investment goal

This financial product advertises ecological or social features, but does not aim to make sustainable investments.

3. environmental and social characteristics of the financial product

The Feeder Fund is not committed to making sustainable investments within the meaning of the SFDR or investments with environmental objectives aligned with the EU taxonomy. However, the Feeder Fund strives to ensure that its investments are aligned with social characteristics.

Due to the structure and strategy of the Feeder Fund, the assets of the portfolio cannot be finalized before the end of the investment phase. For this reason, the Feeder Fund invests in ethical and socially responsible companies via the Master Fund in order to measure the achievement of the social characteristics it promotes. If this indicator cannot be applied to individual social characteristics with an economically justifiable effort for the feeder fund and/or the respective portfolio company, the feeder fund is authorized to review and adjust the selected indicator.

The Feeder Fund has selected the following indicator to measure the social characteristic:

Proportion of investments that are not on the exclusion list in relation to all investments of the master fund.

The Master Fund applies a mandatory exclusion list which prevents the Master Fund from investing in the following sectors:

4. investment strategy

The Feeder Fund’s investment strategy is to invest all of its assets in the Master Fund. The Feeder Fund intends to promote social characteristics by investing in the Master Fund. Therefore, the investment strategy of the Master Fund also applies mutatis mutandis to the Feeder Fund, as it invests exclusively in the Master Fund.

The Master Fund intends to establish, hold and manage in its own name and for its own account a portfolio of equity and equity-like majority or, on an opportunistic basis, qualified minority investments in small and medium-sized companies in the field of digital transformation and/or IT services (with a focus on companies with an enterprise value between EUR 10 and 35 million, revenues between EUR 10 and 40 million and EBITDA between EUR 0.5 and 5 million) mainly in the DACH region.

The investment strategy serves as a guide for investment decisions based on factors such as investment objectives and risk tolerance. The Master Fund intends to promote social characteristics and has adapted its investment strategy accordingly.

The assessment of the good corporate governance practices of the portfolio companies is included in the legal review prior to the acquisition of a shareholding in a potential portfolio company, insofar as these good corporate governance practices are prescribed by law.

5. allocation of investments

The Feeder Fund will invest up to 100% of its capital through the Master Fund in portfolio companies that comply with the social characteristics promoted by the Feeder Fund and the Master Fund, i.e. all investments will be in line with the exclusion list mentioned under 3.

The Feeder Fund is not committed to making sustainable investments with environmental targets aligned with the EU taxonomy and therefore does not provide for a minimum proportion of environmentally sustainable investments. As the Feeder Fund’s portfolio consists of holdings in the Master Fund and the Master Fund’s portfolio consists of a blind pool, the Master Fund has the discretion to make sustainable investments and investments in “other” assets in accordance with its investment strategy, as set out in the Additional Information and accompanying marketing materials.

6. monitoring of environmental or social characteristics

The Feeder Fund pursues its objective of making only ethical and socially responsible investments by investing in the Master Fund, which in turn observes a strict mandatory exclusion list when selecting and monitoring its investments. In order to achieve the social characteristics promoted by the Feeder Fund and the Master Fund, the Master Fund carefully selects its investment opportunities in the pre-investment and investment phases. The Master Fund applies negative screening to all potential investments to identify unsuitable investments. The negative screening contains a binding exclusion list for certain sectors and products. The exclusion includes in particular weapons and ammunition or tobacco.

During the entire investment process, consisting of

the Master Fund will use the method described under 7. to collect information and assess its consistency with the promotion of social characteristics.

7. methods

The method applied by the Master Fund consists of strict compliance with the exclusion list listed under 3. The Master Fund will take the exclusion list into account in every part of the investment process. This methodology also applies mutatis mutandis to the Feeder Fund, as it invests exclusively in the Master Fund.

8. data sources and processing

Apart from due diligence (as described under 10. below), monitoring and regular communication between the fund manager and the portfolio companies of the master fund, further research and investigations by the fund manager are not carried out on a regular basis, at least as long as there are no grounds for reasonable doubt about the data reported by the portfolio. As the sustainability indicator of the master fund is the number of portfolio companies on the exclusion list, the fund manager does not expect that the data quality must be ensured by special measures or that data must be estimated. Because the Feeder Fund invests exclusively in the Master Fund, the data sources and processing for the Master Fund and the Feeder Fund will be identical.

9. limitations with regard to methods and data

The Master Fund will be a minority shareholder in some portfolio companies. The legal limitations of this position do not allow the Master Fund to ensure full compliance with all requirements of the SFDR and the EU Taxonomy for Sustainable Investment with an environmental objective aligned with the EU Taxonomy. In particular, the Master Fund cannot use commercially reasonable means to monitor compliance with the “do no significant harm” principle in all of its investee companies. The Master Fund also assumes that monitoring and reporting on compliance with this principle would represent an economically disproportionate burden for the generally small management teams of its portfolio companies. The same restrictions with regard to methods and data also apply mutatis mutandis to the Feeder Fund, as it invests exclusively in the Master Fund.

10. duty of care

The assessment of how the Master Fund’s potential investment in the potential portfolio company relates to the promoted social characteristics is carried out as part of the pre-investment due diligence process. In addition to this due diligence and regular monitoring, further checks may be carried out if and to the extent that the Fund Manager deems it appropriate to carry out an ad hoc review in a particular case. The Fund Manager does not intend to engage external service providers to review the compatibility of an investment with the social characteristics of the Feeder Fund. This assessment also applies mutatis mutandis to the Feeder Fund, as it invests exclusively in the Master Fund.

11. participation policy

The assessment of the good governance practices of the portfolio companies is partly included in the legal due diligence of the master fund, insofar as the good governance practices are required by law. This principle also applies mutatis mutandis to the feeder fund, as it invests exclusively in the master fund.

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