Sustainable Finance Disclosures Regulation

Visionaries Club GmbH (“Visionaries Club”, LEI: 391200ZIJLFBBHV09B91) considers sustainability risks as part of its investment decision-making process. Sustainability risks are environmental, social or governance events or conditions, the occurrence of which could have an actual or potential material adverse effect on the value of the investment. Visionaries Club considers sustainability risks as part of its due diligence process prior to any investment. This also includes an assessment of sustainability risks. The results of such assessment are taken into account when the investment decision is being taken. However, Visionaries Club remains free in its decision to refrain from investing or to invest despite sustainability risks in which case Visionaries Club can also apply measures to reduce or mitigate any sustainability risks. At all times, Visionaries Club will apply the principle of proportionality taking due account of the strategic relevance of an investment as well as its transactional context.

Visionaries Club does not consider any adverse impacts of its investment decisions on sustainability factors and, hence, does not use the sustainability indicators listed in Annex I of the Regulatory Technical Standards (Delegated Regulation (EU) 2022/1288, “RTS”) to identify and assess potential adverse impacts. Sustainability factors are environmental, social, and employee concerns, respect for human rights, and the fight against corruption and bribery.

Given that the SFDR, the Regulation (EU) 2020/852 (“EU Taxonomy”) and the accompanying RTS are relatively new legislative acts, there is very little or no practical experience or practice with regard to the application of their respective provisions. Therefore, substantial legal uncertainties would remain when applying those provisions to the strategies pursued by Visionaries Club. Moreover, the burden associated with considering adverse impacts on sustainability factors by using sustainability indicators is disproportionate in light of the very limited relevance that such impacts could have in the context of Visionaries Club’s investment strategy: Visionaries Club pursues a venture capital strategy focusing on business models within the digital economy mainly in Europe. As a result, Visionaries Club’s investment decisions will hardly ever have an impact on sustainability factors. Given the early-stage investment strategy, there are usually no (or only very few) adverse impacts that could be considered. Furthermore, the fund(s) managed by Visionaries Club will only hold minority interests in its portfolio companies. Such minority interests are, however, generally not sufficient to encourage the portfolio companies to collect and report the relevant data to Visionaries Club. Thus, it is currently not foreseeable for Visionaries Club whether the information for the identification and assessment of principal adverse impacts can be obtained regularly from all the portfolio companies.

If and to the extent that the legal uncertainties will be resolved and a practicable market and administrative practice will evolve in this regard, Visionaries Club will re-evaluate considering principal adverse impacts of its investment decisions in due course. In the meantime, Visionaries Club remains free in its decision to use part of the sustainable indicators listed in Annex I of the RTS and/or an own set of indicators.

As a registered alternative investment fund manager within the meaning of Sec. 2(4) of the German Investment Code (Kapitalanlagegesetzbuch, “KAGB”), Visionaries Club does not have and does not need to have a remuneration guideline or policy in accordance with the requirements of the KAGB.

Financial product: Visionaries Club Seed Fund I GmbH & Co. KG, LEI: 391200KAOWXGU94U6Q76 (the “Seed Fund I”)

Financial product: Visionaries Club Growth Fund I GmbH & Co. KG, LEI: 391200KUARSQ487WV692 (the “Growth Fund I”)

(collectively the “Funds” / die “Fonds”)

The Funds consider certain environmental and/or social characteristics as part of their investment decisions and monitoring processes but do not seek to make sustainable investments as defined in the SFDR. The consideration of environmental and/or social characteristics is carried out both before and after the investments. For this purpose, information is initially and regularly obtained from the portfolio companies by means of qualitative queries. The Funds incorporate exclusion (negative screening) aspects during the decision-making process. Thereby the Funds consider several ESG themes to be the key to responsible investing. The actions and decisions described in the following section are each made by Visionaries Club for and on behalf of the Funds.

The Funds promote environmental or social characteristics, but do not have these as their objective sustainable investment.

The Funds promote environmental and/or social characteristics by implementing certain investment exclusions (see section ‘Investment strategy’) during the decision-making process.

The purpose of the Funds is to build, hold and manage (including to divest) a portfolio of equity and equity-related investments in portfolio companies.

Thereby, the Seed Fund I will focus on seed and pre-seed startups that particularly focus on digitally-driven business-to-business technological solutions that have the potential to disrupt their relevant markets and supply chains. However, the Seed Fund I may also make selected investment in startups that focus on technologies in the business-to-consumer market. Visionaries Club shall pursue that the Seed Fund I is a lead or co-lead investor in early financing rounds of the Portfolio Companies. Visionaries Club expects that the Seed Fund I’s initial investment in a Portfolio Company will on average amount to approximately EUR 0.7 million. The Growth Fund I will focus on more mature startups in the early growth stage, typically starting from Series B financing rounds. Visionaries Club seeks the Growth Fund I to be a co-investor of excellent venture capital funds and expects that the Growth Fund I’s initial investment in a portfolio company will on average amount to approximately EUR 3 million. Geographically, the Funds shall focus on Europe but may also pursue individual investment opportunities outside of Europe.

The Funds are bound by the investment restrictions and limitations set out in the Funds’ limited partnership agreements and shall procure that such requirements, restrictions and limitations are complied with at all times. In particular, the Funds will screen each investment opportunity against their investment exclusions and no investments will be made in the area of such exclusions.

The Funds shall not invest, guarantee or otherwise provide financial or other support, directly or indirectly, to companies, including portfolio companies, or other entities whose business activity consists of:

Good governance practices are assessed through an informal process as appropriate in light of the circumstances of each individual case as part of the due diligence prior to any investment. Such practices include, in particular, sound management structures, employee relations, remuneration of staff and tax compliance within the portfolio companies. Moreover, the Fund will conduct regular monitoring of the good governance practices in its portfolio companies during the holding period. If the Fund becomes aware of severe governance issues, it will investigate them and work with all parties involved to find an appropriate solution.

The Funds will invest fully in line with their investment strategy and investment restrictions, i.e., will only make investments which are aligned with their environmental and/or social characteristics (i.e., their investment exclusions). The Funds do not make and do not intend to make sustainable investments within the meaning of Art. 2 No. 17 SFDR or environmentally sustainable investments within the meaning of Art. 3 EU Taxonomy; hence, no portion of their investments will be aligned with the EU Taxonomy.

MONITORING OF ENVIRONMENTAL OR SOCIAL CHARACTERISTICS

The Funds have an increased awareness on the impact of environmental or social characteristics on risk management and thus on the value potential of investments. In order to monitor the environmental and/or social characteristics promoted by the Funds (i.e., their investment exclusions), the Funds consult with the portfolio companies in regular intervals (i.e., biweekly jour fixes and quarterly board meetings) and will carry out further checks in order to identify potential issues with such characteristics. Therefore, the Funds monitor compliance with their environmental and/or social characteristics on an ongoing basis. External monitoring mechanisms are not in place.

The Funds apply qualitative assessments with regard to their environmental and/or social characteristics (i.e., their investment exclusions). The Funds conduct an initial assessment in the course of their due diligence process prior to any investment. Based on the results of such assessment, the Funds identify whether the environmental and/or social characteristics promoted by the Funds are met. During the holding period, the Funds monitor and consult with their portfolio companies in order to assess whether said characteristics are continuously met.

In order to attain each of the environmental and/or social characteristics promoted by the Funds (i.e., their investment exclusions), a checklist is completed by the (potential) portfolio companies. Moreover, during the holding period, the portfolio companies provide the Funds with periodic (in most instances quarterly) reports for monitoring purposes. Hence, data is obtained only from the (potential) portfolio companies and no (portion of) data is estimated or supplemented by information publicly available. An internal or external review or verification of the information obtained will be carried out if misrepresentations are suspected.

The information collected from the (potential) portfolio companies via the checklist as part of the due diligence carried out by the Funds is internally or externally verified only if and to the extent misrepresentations are suspected. Thus, it cannot be ruled out completely that false information may remain undetected in certain cases. As the Funds’ investments are made for several years, the Funds consider it a priority to establish and maintain a trustful working relationship with their portfolio companies in order to ensure compliance with the environmental and/or social characteristics promoted by the Funds (i.e., their investment exclusions). Further limitations, in particular with regard to the accuracy of the data and reliability of the data sources used, are not apparent at this time.

An initial assessment of how an investment relates to the environmental and/or social characteristics promoted by the Funds (i.e., their investment exclusions) is carried out as part of the due diligence process using a checklist and, where required based on the inherent ESG risk of the portfolio company, through an enhanced analysis. As a rule, purely qualitative statements of an environmental or social nature or relating to corporate governance are requested from the portfolio companies and then taken into account in the investment decision-making process. An internal or external review or verification of the information obtained will only be carried out if misrepresentations are suspected.

Engagement is not part of the environmental or social investment strategy of the Funds.

No index has been designated as a reference benchmark to meet the environmental and/or social characteristics promoted by the Funds.

(collectively the “Funds II”)

The sustainability-related disclosures relating to the Funds apply accordingly to the Funds II except for the investment strategies and investment exclusions.

The Seed Fund II shall, in principle, pursue the same investment strategy as the Seed Fund I, but expects that its initial investment in a portfolio company will on average amount to approximately EUR 2 million.

The Growth Fund II shall, in principle, pursue the same investment strategy as the Growth Fund I, but will specifically focus on startups which are potential global category leaders that are at an inflection point to start hyper-scaling, where Visionaries Club anticipates a return potential of more than 5 x over a period of three to seven years. Visionaries Club expects that the Growth Fund II’s initial investment in a portfolio company will on average amount to approximately EUR 5 million to 8 million.

With respect to investment exclusions, the Funds II shall not invest, guarantee or otherwise provide financial or other support, directly or indirectly, to portfolio companies whose business activity consists of:

The sustainability-related disclosures relating to the Funds apply accordingly to the Tomorrow Fund I except for the investment strategy and investment exclusions.

The Tomorrow Fund I shall focus on early-stage start-up companies that particularly focus on breakthrough technological solutions that have the potential to completely disrupt their relevant markets for the better and make a significant dent in the universe. Geographically, the Tomorrow Fund I shall focus on Europe and North America but may also pursue individual investment opportunities outside of these geographic areas. Visionaries Club expects that the Tomorrow Fund I’s initial investment in a portfolio company will on average amount to approximately EUR 0.5 million to EUR 1.5 million.

With respect to investment exclusions, the Tomorrow Fund I shall not invest, guarantee or otherwise provide financial or other support, directly or indirectly, to portfolio companies whose business activity consists of: