Company name: Flandrin Capital

Registered office: 142 avenue des Champs Elysées - 75008 Paris

Legal form: société par actions simplifiée

SIREN NUMBER: 749865770

I. Editor of the site

Flandrin Capital SAS (below "Flandrin Capital")

142 avenue des Champs-Elysées, 75008

SAS with a capital of 135.965€.

RCS Paris 749 865 770

Tel : +33 1 88 45 40 06

Email: contact@flandrinfinance.fr

III. Purpose of the site

The website https://www.flandrincapital.com/ ("the Site") is an information-only website whose purpose is to present the portfolio management activity of Flandrin Capital. All information available on the Site is for information purposes only. It has been compiled from sources that Flandrin Capital believes to be reliable, and Flandrin Capital cannot guarantee its accuracy, reliability or completeness. It is subject to change at any time without prior notice. Furthermore, Flandrin Capital declines all responsibility for any delay, error or omission in the content of these pages as well as for any interruption or unavailability of the service. Consequently, the user acknowledges that he or she uses the information under his or her sole responsibility. The information on the Site is not intended for use by any person or entity in any country or jurisdiction where such use would be contrary to law or regulation, or which would require Flandrin Capital to comply with the registration requirements of such countries. Not all products or services may be registered or licensed in all countries or available to all customers. The official language of the Site is French. It is subject to French law and to the jurisdiction of the French courts.

IV. Disclosure

The information provided on the Flandrin Capital website is believed to be reliable but may contain inaccuracies or errors. This information has no contractual value. With respect to data relating to financial information, past performance is no guarantee of future performance, and the value of an investment may go down as well as up depending on the evolution of the markets, the economic situation, the exchange rates, the operational management as well as the direct or indirect income attached to it. This information does not constitute a solicitation to sell, an offer or a solicitation to buy, subscribe or redeem, or a personalized advice to the user. It reflects an opinion only and does not constitute advice from Flandrin Capital. Flandrin Capital cannot be held liable in any way whatsoever. Flandrin Capital operates as a manager of private equity funds that invest mainly in non-listed companies and face 3 main risks:

• Risk of capital loss: the funds managed by Flandrin Capital invest in non-traded securities and do not offer a capital guarantee. It is possible that the capital invested in these funds may not be fully returned.
• Liquidity risk: the funds managed by Flandrin Capital invest in unlisted securities that are not immediately liquid and may be held for several years or sold at a lower value than their market value, resulting in a reduction in net asset value
• Currency risk: some funds managed by Flandrin Capital may be denominated in currencies other than the euro, whose value may vary according to exchange rates

V. INTELLECTUAL PROPERTY

Flandrin Capital owns all proprietary rights, especially intellectual property rights, to the entire website. Any reproduction of the website and/or its contents is strictly prohibited, unless authorized in writing by Flandrin Capital. Similarly, Flandrin Capital has obtained permission to use all logos and distinctive signs on this website.

VI. COOKIES

The pages on the website (the "Website") are published by OVH SAS ("IVH"), a company registered in France under the number RCS 424 761 419, whose registered office is located at 2 rue Kellermann, 59100 Roubaix, France, on behalf of Flandrin Capital, a company registered in France under the number 749 865 770, whose registered office is located at 142 Avenue des Champs-Elysées, 75008, Paris.

• WHAT COOKIES ARE USED?

  OVH uses the following cookies:

  • Strictly necessary cookies. These are cookies that are required for the operation of the Website. They include cookies that allow you to log in to secure areas of the Website.
  • Analytical and performance cookies. They allow OVH to recognize and count the number of visitors and to know how visitors navigate the Website when they use it. They help us improve the way the Website operates, for example by ensuring that users can easily find what they are looking for.
  • Functionality cookies. These are used to recognize you when you return to the Website. They allow OVH to customize content for you and remember your account preference settings.
• THIRD PARTY COOKIES

  Please be aware that third parties (including, but not limited to, external service providers, such as web traffic analysis services) may also use cookies over which OVH and Flandrin Capital have no control. These cookies are likely to be analytical and performance cookies or targeting cookies.

• HOW TO REFUSE THE USE OF COOKIES?

  You may refuse the use of cookies by selecting the appropriate settings on your browser. However, if you do so, you may lose some useful features, such as personalization as well as "stay logged in" and "remember me” functionality.

I. Preamble

Flandrin Capital has defined this personal data processing and privacy policy following the date of entry into force of the European Regulation (Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016) on the Protection of Personal Data “RGPD” resulting in a framework for the collection and use of personal data.

This policy aims to provide information about the data we collect and how it is processed.

III. Use of the personal data collected

Flandrin Capital collects directly and indirectly (via its distribution networks) and processes personal data when you visit our website, our premises or through dematerialized exchanges (subscription platform or email). The management company may also use public sources to collect personal data.

This personal data allows us to provide you with better services and to improve our business relationship.

The management company collects information on your identity and/or on a person acting on your behalf, your tax residence, your investor profile, the source of your assets, etc.

This information is processed on the basis of Article 6 (1) c/ of the RGPD and falls under the legal and regulatory obligations to which the company is bound in its capacity as a management company approved by the Autorité des Marchés Financiers. They allow:

• to evaluate your eligibility for the products marketed, to send you our specific questionnaires (investor quality, suitability test), to verify your identity, to record the accounting operations related to your investments, to manage the controls related to the fight against money laundering, to manage, prevent and detect possible fraud;
• to manage the business relationship administratively and to assist you in entering into the relationship;
• respect our contractual commitments.

The recipients of all or part of the data are :

• The managers of the back and middle office functions of the management company, the company B4Finance which provides its online subscription platform in Saas mode;
• The competent authorities and regulatory authorities;
• The custodian bank of the funds in which you subscribe;
• The tax and regulatory authorities, if applicable.

This sharing of information is inherent to the subscription of financial instruments issued by an alternative investment fund. It allows us to provide the services you have requested, but also to comply with the legislation in force and the rules of compliance governing asset management.

This information is collected for the purpose of creating a business relationship within the framework of the subscription to our investment products and is necessary:

• to comply with the legislation governing the marketing of funds managed by the management company;
• to manage the administrative relationship.

This data is used by the management company in the context of marketing our products during a subscription or commercial solicitations subject to obtaining your consent.

For your information, we do not use automated processing of personal data.

IV. Data privacy

Your information is hosted on the one hand:

• on the Microsoft OneDrive servers of the management company in France;
• on the Scaleway servers for French funds using the platform managed by B4Finance “France”;
• on the EBRC servers for the Luxembourg funds using the B4Finance "Luxembourg" platform.

These servers use the SSL certificate and cryptographic means to ensure the confidentiality, integrity and authentication of the transmitted data.

Access to the different servers is protected by firewalls and authentication codes to secure access.

V. Your rights regarding your personal data

Consent: you can withdraw your consent to our commercial prospecting by contacting us on our website under the heading "Contact" or by e-mail at contact@flandrincapital.fr

The rights that you can exercise regarding your personal data are governed by European legislation and are presented below:

• Right of access to your personal data under the conditions provided for in Article 15 of the above-mentioned regulation.
• Right to obtain the rectification of your personal data under the conditions provided for in Article 16 of the above-mentioned regulation.
• Right to obtain the deletion of your personal data in accordance with article 17 of the above-mentioned regulation.
• Right to obtain the limitation of the processing of your personal data under the conditions provided for in Article 18 of the above-mentioned regulation.
• Right to the portability of your personal data in accordance with Article 20 of the above-mentioned regulation.
• The right to object to the processing of your personal data in accordance with Article 21 of the above-mentioned regulation.

To exercise any of the above rights or if you have any questions about the collection and processing of your personal data, you can contact the management company:

• at the following email address: contact@flandrincapital.fr
• or by mail addressed to Investor Relations, 142 avenue des Champs Elysées - 75008 Paris
• the Data Protection Officer (DPO) by mail at the following address

  Flandrin Capital

  DPO

  142 avenue des Champs Elysées

  75008 Paris

Finally, we inform you that you have the right to file a complaint with the CNIL or any other competent control authority.

VI. Retention of personal data

The information collected during the subscription process is kept by the management company for the entire period of ownership of the financial instruments to which you have subscribed and for a period of five years after the investment fund is liquidated. This period is required by French law.

The e-mail address used to register on our website is kept for the duration of the opening of your dedicated space and until five years after its closure,

As regards our commercial prospecting, your email address will be kept until you notify us of the withdrawal of your consent.

The information collected in the context of prospecting is kept for three (3) years from the last action taken by the prospect.

I. Preamble

Flandrin Capital has defined this shareholder engagement policy in accordance with the provisions of the European Directive "Shareholders' Rights" transposed into French law.

This policy aims to describe how the management company integrates its role as shareholder in its investment strategy and publishes an annual report on the implementation of this policy.

II. Strategy monitoring, financial and non-financial performance, risks, capital structure, social and environmental impact and corporate governance

Flandrin Capital manages alternative investment funds investing mainly in unlisted assets. Exceptionally, the management company may hold securities admitted to trading on a financial market (in case of an IPO).

The proper execution of the investment strategy described in the legal documentation of the managed funds requires regular monitoring of the evolution of each portfolio company. The exercise of voting rights is an essential part of this monitoring.

The Management Company acts in all circumstances in the sole interest of its clients. Within the framework of its monitoring, the management company is responsible for participating, if necessary, meetings of the corporate bodies of the holdings, in the governance bodies and at the general meetings. If the conditions of the investment allow it, the management company systematically requests a seat at the board.

The monitoring carried out may cover industrial strategy, financial and non-financial projections, risks, shareholder structure, social and environmental impact (ESG), and the governance of the investment.

III. Exchange with the portfolio companies

Dialogue with the management of the portfolio companies is an essential part of the monitoring carried out by the management company.

This dialogue takes place throughout the holding period of the investment and covers a wide range of issues related to the growth of the portfolio company and its extra-financial performance.

As a signatory of the UN PRI, the management company endeavors to integrate ESG criteria into its exchanges with the management of the companies. Whenever possible, it includes ESG issues on the agenda of the investments' governance bodies.

IV. Exercise of voting rights

The policy for exercising voting rights established by the management company refers above all to the principles of corporate governance and transparency of information provided by the portfolio company.

Voting at general meetings depends on the specific analysis of each of the resolutions proposed by the corporate bodies, according to the principles set out above and their potential impact on the development of the company and its business.

Consequently, the various types of resolution do not give rise to a standardized vote.

However, the management company has established a number of guidelines to be applied in the following specific cases:

Decisions entailing a modification of the articles of association

Flandrin Capital, committed to the principle of "one share = one vote", recommends a vote against the resolutions aiming at introducing:

¾ a limitation of voting rights,

¾ shares with a higher dividend,

¾ shares with double voting rights.

The management company recommends a vote against or an abstention on any resolution aiming at modifying the corporate form of the company (transformation of the company with an unfavorable governance model).

The management company recommends a vote against any resolution aiming at introducing an "anti-takeover" mechanism.

Approval of the financial statements and allocation of income

The management company recommends a vote against or an abstention on the resolutions to approve the financial statements and to allocate income in case of the statutory auditors have issued a refusal to certify, an inability to certify or a qualified opinion in their report on the annual financial statements.

Appointment and dismissal of corporate bodies

The management company recommends a favorable vote on resolutions relating to the remuneration of directors, provided that the following conditions are met:

• transparency regarding the amounts and methods of calculation (direct, indirect or deferred compensation),
• consistency with the practices of the sector,
• changes related to the company's value.

Regulated agreements

Resolutions relating to regulated agreements are examined on a case-by-case basis.

Share issue and share buyback programs

The management company recommends that shareholders vote against resolutions to authorize any capital increase, with or without pre-emptive subscription rights, if the duration of the authorization exceeds three years.

The management company recommends that shareholders vote against resolutions to authorize a capital increase with cancellation of preferential subscription rights if this capital increase exceeds 100% of the current capital.

The management company recommends voting against resolutions aimed at introducing a share subscription plan for executives providing for a discount on the subscription price compared with the market price.

The management company recommends that shareholders vote against resolutions aimed at introducing a free share allocation plan when such allocations exceed 5% of the capital during the period for which authorization to distribute shares is requested.

Appointment of statutory auditors

Resolutions relating to the appointment of statutory auditors are examined on a case-by-case basis.

Finally, generally, the management company recommends a vote against or an abstention on grouped resolutions that include a significant and unacceptable proposal.

V. Method of exercising voting rights and communication

The management company exercises voting rights either by physical presence at general meetings, by correspondence or by proxy, depending on the specific circumstances of each general meeting.

The management company shall report annually on the exercise of voting rights in accordance with the applicable legislation.

VI. Management of conflict of interest

The management company ensures that the client's interests are placed above all other considerations. In this context, it has set up a system to detect and prevent any conflict of interest that might arise.

A map of potential conflicts of interest identified and the mechanism put in place to resolve them has been set up within the management company. In addition, a register of conflicts of interest is kept by the compliance and internal control officer.

All the company's employees are also signatories to the Code of Ethics, drawn up by the company in accordance with the Code of Ethics of France Invest and the AFG. In this respect, they must declare each year the list of their securities accounts to the compliance officer and are subject to strict rules regarding their personal transactions.

The procedure includes the fact that each employee is required to declare to the compliance officer the list of mandates that he or she holds. In the event of a conflict of interest of any kind, the employee concerned must refer the matter to the compliance officer.

I. Preamble

Flandrin Capital is a management company that has opted for the full regime of directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 (AIFM Directive). It is therefore committed to respecting the regulatory provisions on remuneration.

III. Composition of staff remuneration and evaluation

• Discretionary annual bonuses set according to quantitative and qualitative criteria. These bonuses are based on the individual's performance, the performance of the department in which he or she operates and the company's overall results, as well as on non-financial criteria. These bonuses are not systematic and are paid when several financial conditions are met. The allocation of the variable remuneration is also correlated with the creation of wealth generated by the sustainability-related activities of the management company (quality of ESG risk analysis, involvement in ESG action plan monitoring and collection of periodic information, adherence to and respect of the company's ethical charter, etc.).
• Annual contractual bonuses calculated on the basis of employee performance and linked to the achievement of measurable objectives.
  Variable compensation may not exceed 30% of fixed compensation or €200,000 per year.
  NB: The practice of guaranteed bonuses not linked to the performance of the employee is prohibited, except in exceptional cases, when an employee is hired, in which case, the guarantee is limited to one year from the date of hiring.
• Distribution of carried interest: this represents a significant personal financial investment for team members, which is subject to the same risks as those taken by investors. The return on investment is uncertain and it corresponds to a long term investment. Indeed, this return on investment depends on the overall performance of the AIF, which is assessed at the end of its liquidation. The employees of the management company have access to this type of remuneration. The characteristics of carried interest units are listed in each AIF's legal documentation.

The remuneration of the three categories of staff is composed as follows:

• a fixed salary: set by management when employees are hired and provided for in their employment contracts. It depends on the skills, experience and level of responsibility of each employee.
• a variable remuneration package composed as follows:

An annual evaluation process of all the management company's employees is carried out by each direct line manager.

This evaluation process makes it possible to determine the salary increase of employees as well as the amount of variable compensation for risk-takers.

Variable compensation for salaried employees for fiscal year N is paid in N+1, in addition to their fixed compensation.

IV. Derogations from the rules of the AIFM Directive

I. Preamble

A complaint is the expression of dissatisfaction expressed to the management company by a client, his representative or an intermediary, in connection with the investment service provided to him (investment advice) or the subscription to one of the vehicles managed, to which a response and/or action must be taken.

Any request for information, advice, clarification, service or performance will be dealt with as soon as possible but is not considered as a complaint.

II. Complaints handling procedure

All complaints, regardless of the communication channel, are taken into account and processed as soon as possible.

If the complaint cannot be processed within 10 working days, the person in charge of processing the response must send the interlocutor an acknowledgement of receipt of the complaint before the 10 working days have expired, indicating that the request will be processed as soon as possible (at the latest within 2 months from the date of receipt of the complaint).

A response (which may or may not be favorable) must be provided to the interlocutor no later than within 2 months from the date of receipt of the claim, except in the case of special circumstances arise. In fact, the interlocutor must be informed when, due to special circumstances, the deadlines to which management company committed when sending the acknowledgement of receipt to provide a response cannot be met.

There is no charge for processing claims.

Any person who has made a complaint to which management company has not been able to respond favorably may refer the matter to the Mediation Department of the Autorité des Marchés Financiers.

The mediator may be contacted by mail or on its Website (online form).

Website: https://www.amf-france.org/fr

Mailing address : AMF - La Médiation - 17, place de la Bourse - 75002 PARIS

I. Preamble

II. Identification of conflicts of interest

III. Prevention of conflicts of interest

IV. Management of conflict of interest

V. Methods of communication to third parties