Disclaimer and SFDR

Disclaimer

The purpose of this website is to present the activities of Future Positive Capital SAS, provide information on its products and has no contractual value. It is intended for the benefit of third party issuers and those seeking information about Future Positive Capital SAS.

The information contained herein does not constitute and should not be construed as an investment recommendation or an offering of advisory services or an offer to sell or a solicitation of an offer to buy of such services or operations or any assets or securities in any jurisdiction in which such offer or solicitation, purchase or sale would be unlawful under the securities, insurance, banking, finance, real estate or other laws of such jurisdiction.

The information presented on the Website has not been based on a consideration of any individual investor circumstances and may not be suitable for an investor specific circumstances. The information presented on the Website is not a financial advice, nor should it be construed in any way as tax, accounting, legal or regulatory advice. To that end, investors should seek independent legal and financial advice, including advice as to tax consequences or the suitability to their circumstances, before making any investment decision.

There is no guarantee that any investment strategy will work under all market conditions, and each investor should evaluate their ability to invest for the long-term, especially during periods of downturn in the market. Diversification does not protect an investor against a loss in a particular market; however it allows such investor to spread that risk across various asset classes. Past performance is no guarantee of future results and investments' valuation may fluctuate up or down. As a consequence, investors may not be able to recover their initial investment and are not entitled to claim any guaranteed income from such investment.

Investments in unlisted assets are suitable only for long-term investors willing to forego liquidity and put capital at risk for an indefinite period of time. Investments in unlisted assets are typically highly illiquid – there is no secondary market for private funds, and there may be restrictions on redemptions or assigning or otherwise transferring investments into private funds.

Legal notice

The website www.futurepositivecapital.com is edited by Future Positive Capital SAS, a French société par actions simplifiée with a share capital of 151,650 euros, whose registered office is located at 9 rue des Trois Bornes, 75011 Paris, France, registered with the Registry of Commerce and Companies of Paris under number 841 957 871 and duly authorized by the French Financial Markets Authority (Autorité des marchés financiers), located 17 Place de la Bourse, 75082 Paris Cedex 02, under number GP-18000019.

Future Positive Capital SAS activity is governed, in particular, by article L532-9 and seq. of the French monetary and financial code and by the general regulations of the Autorité des Marchés Financiers, relating to portfolio management companies that are fully submitted to the EU Directive 2011/61/UE on Alternative Investment Funds Managers (known as "AIFMD").

Future Positive Capital SAS contact: hello [at] futurepositivecapital [dot] com

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SFDR Disclosure

Description

The Future Positive Fund I (“the Fund”) is a venture capital fund focused on charting courses to futures we aspire to live in. The Fund has the sustainable investment objective of supporting unlisted companies, mainly based in Europe, that drive innovation to solve universal challenges while honoring the constraints of our planet.

To do so, the Fund pursues an investment strategy based on a holistic approach to calculating a company's value, wherein market value, social/environmental value, innovation value, and human value synergistically support each other. The Fund is dedicated to developing its impact methodology to ensure accountability for the companies, founders, and the fund's team.

Then, the Fund's specific investment methodology starts with understanding that environmental and social issues are deeply interconnected. As climate change is a human-made problem, the most powerful levers to reverse it begin with addressing major social issues (gender equality, education, political stability, etc.). Drawdown Framework and Planetary Boundaries frameworks, approaching the issues with a distinctly human lens, inspired the Fund's investment strategy.

That’s why the Fund invests in companies for which:

The positive impact is readily apparent and integral to their business.
That develops proprietary scientific and technological assets.
That creates new markets and/or addresses large but dismissed demographics.
Where there is a total interdependence between the product, the business model, and the positive impact.

Then, the fund aims to invest 100% of its investment in such sustainable assets.

Before investing in a company, the Management Company evaluates its ESG performance through the DNSH test. Additionally, a due diligence process is conducted to assess the company's corporate governance practices and ensure alignment with the principles of the UN Global Compact.

After an investment has been made, the Fund regularly collects data from the invested company (PAI, financials, Positive Goals achievement) to monitor and control its evolution. In the meantime, investment managers maintain an ongoing dialogue with each company, both informally and by holding a board position, either as an observer or a board member.

No significant harm to the sustainable investment objective

The Fund's investment strategy is based on the reach of sustainable investment objectives.

Then, during the initial research and due diligence phase, the Fund's potential investee companies are assessed on their impacts on the environment and society, considering the scale of both positive and adverse impacts.

For each investment decision, the Management Company takes into consideration the principal adverse impacts on sustainability factors, relying on the 14 mandatory indicators defined by the SFDR and the two relevant additional indicators (on climate and social matters).

This consideration will ensure that sustainable investments do not cause material harm to any sustainable investment objective.

The Fund ensures that its investments do not impede the achievement of any sustainability objectives in line with the DNSH principle, including the evaluation of PAI outlined in the following sections. Furthermore, it ensures that the investments conform to the principles of the UN Global Compact, primarily achieved by conducting a legal and regulatory assessment of the company and its key individuals.

Sustainable investment objective of the financial product

The sustainable objective of the Fund is to invest in companies with a positive climate and social impact closely tied to the company's economic success.

The Fund invests in companies that directly address major environmental issues (climate change mitigation or adaptation, sustainable energy, protection and restoration of biodiversity, etc.) and social issues (gender equality, education, political stability, etc.).

The attainment of the Fund's sustainable investment objective will be measured through non-financial indicators specifically designed for each of our investee companies that will evidence the Fund’s contribution to drive innovation that solves universal challenges.

Investment strategy

The Fund pursues an investment strategy based on a holistic approach to calculating a company's value, wherein market value, social/environmental value, innovation value, and human value synergistically support each other.

The Fund ensures that no investments fall within the scope of our exclusion policy. Our analysis also considers the 14 principal adverse impacts (PAI). See details here.

Good governance of the investee companies is first assessed during the due diligence process. Thereafter, it is through traditional governance structures such as board and/or shareholder meetings and more informal update meetings with the portfolio companies. Certain aspects of good governance practices (such as management team diversity) are also reported to the fund annually.

Proportion of investments

The Fund commits to investing 85% of its Net Asset Value in sustainable investments. The fund shall invest up to 15% of its Net Asset Value in cash investments for liquidity purposes, which do not qualify as sustainable investments. The Fund will make environmentally sustainable investments as well as socially sustainable investments. The Fund also does not commit to making any investments that qualify as environmentally sustainable (i.e., taxonomy-aligned) under Regulation (EU) 2020/852.

Monitoring of the sustainable investment objective

The attainment of the Fund’s sustainable investment objective will be measured through non-financial indicators that evidence the Fund’s contribution to drive innovation that solves universal challenges. The Fund can measure non-financial achievements for each investment semi-annually alongside all regulatory indicators. These non-financial objectives (Positive Goals) are determined during the due diligence phase with the targeted company and take the form of non-financial milestones (circa 2 Positive Goals per investment) specific for each activity that must be achieved on given deadlines. The LP Advisory Committee validates the Positive Goals for each company. For each portfolio company, on a semi-annual basis, comparing the actual results and the objectives allows an appropriate evaluation of the company's performance considering its specificities. The follow-up of positive goal achievement is disclosed semi-annually to the Fund investors through the Reporting. All portfolio companies are also committed to completing PAI questionnaires at the end of each year.

Methods

Each potential portfolio company is assessed for its climate or social impact potential before receiving an investment from the Fund. This is done internally by the Fund, which ensures that no investment falls within the scope of our exclusion policy. We also consider the 14 principal adverse impacts (PAI) in our analysis and conduct a legal and regulatory screening of the company and key individuals. Once a company has been integrated within the portfolio, the Management Company, with the validation of the LPs, will define “Positive Goals”, which are non-financial milestones whose achievement is a condition for the award of carried. These goals are measured on a semi-annual basis and help the Fund to monitor the company’s achievements. More generally, the fund maintains an ongoing dialogue with its portfolio companies, informally and through its presence on the board, either as a member or observer.

Data sources and processing

A main data source is information provided by portfolio companies through pitch decks, due diligence questionnaires, and reporting templates. All data is processed internally by the Fund and might be reviewed by external parties if needed. The Fund works on improving data quality through ongoing process reviews and ensuring the validity, reliability, and readability of the data collection instruments. The data may be supplemented if needed by estimates based on plausible fact-based assumptions.

Limitations to methods and data

Limitations to methodologies and data sources are expected to mainly be the lack of precise data /incomplete data from portfolio companies.

Incomplete data refers to missing data, which can occur due to non-response, incomplete surveys or questionnaires, or other reasons. The Fund will continuously work with investee companies to enhance and improve data sources and will seek to implement monitoring systems where this is possible.

Due Diligence

All investment decisions are based on commercial, financial, legal, and ESG due diligence, estimated return and key risk components.

During the due diligence process, all potential portfolio companies are analyzed based on how they address major environmental or social issues. In the meantime, an analysis is conducted to ensure that the company's activity does not negatively impact other environmental and social issues. Once an investment is made, the fund conducts regular monitoring, including collecting data and maintaining an ongoing dialogue with its holdings. Periodic checks for compliance with exclusions and principal adverse impacts (PAI) are carried out.

Engagement Policies

Following an investment decision, the Fund will actively engage with portfolio companies to agree on impact KPIs to be reported. In the meantime, we may support our companies in improving their impact on ESG and corporate responsibility matters by monitoring their Positive Goals and offering solutions to enhance their impact (such as tools or service providers, i.e.). Due diligence conducted before an investment, combined with ongoing dialogue with our portfolio company, enables the Fund to mitigate the risk of controversy.

Sustainability Risk Assessment

Description

A sustainability risk is an event or condition related to the environment, social factors, or governance that, if it were to happen, would result in a significant adverse effect on the value of an investment. The main mitigation of these risks is driven by the investment thesis of FPC, which is based on investment in companies that drive innovation to solve universal challenges while honoring the constraints of our planet.

We have identified sustainability risks that could impact the value of our investments. These are defined under three themes: Environmental, Social, and Governance that can be defined as:

Environmental risks: they are related to climate change and biodiversity, regulation evolution regarding CO2 emissions, carbon intensity, use of fossil energy, and hazardous wastes.
Social risks: they are related to health and safety, including accident prevention, management of the social climate, gender diversity inclusion, and involvement of the employees in the success of the company.
Governance risks: they are related to the integration of sustainability into the business strategy, governance policies, respect of human rights, and anti-corruption policies.

Identification of Sustainability Risks and Consideration Methods

FPC has identified the following sustainable risks and approaches to mitigate their impact:

Risk		Risk assessment approach	Impact
Environmental	Physical risks: Pollutant / Pollution Hazardous waste discharge and production CO2 emission Transitional risks: Risks linked to the emergence of environmental regulation linked to energy for example	Investment thesis Exclusion policy Due diligence and DNSH assessment Positive Goals (if relevant) Constant dialogue with company	low
Social	Lack of gender diversity risk	Investment thesis Due diligence and DNSH assessment Positive Goals (if relevant) Constant dialogue with company	low
Governance	Reputation risk Management team interest not in line with ESG matters	Investment thesis Due diligence and normative screening Positive Goals (if relevant) Constant dialogue with company	low

Reducing exposure to sustainability risks

During due diligence, we ensure, before investing, that target companies do not engage in activities excluded by our by-laws, including:

Controversial weapons,
Tobacco,
Gambling,
Pornography.

We also ensure, through the DNSH test, that we do not invest in companies whose activity:

violates any of the 10 principles of the UN Global Compact,
is related to the fossil fuel sector.

Then, these sectoral and normative pre-deal exclusions strongly mitigate the exposure to sustainable risks.

Controversy Management

The pre-investment normative screening of the target company and the key individuals associated with it allows us to reduce the risk of controversy. This screening is also regularly performed on our investment regarding our DNSH assessment.

Team Implication

ESG issues are considered by all management company members, whose incentive remuneration is 100% linked to non-financial positive achievements of companies.

Engagement with Our Portfolio Companies

We are in regular contact with the management of our portfolio companies, and we regularly gather data from them to monitor our “Positive Goal” achievements and PAIs. In addition, we engage to provide help and support to our portfolio companies regarding issues, such as data collection or ESG improvement.

Sustainability Risk Monitoring

Sustainability risk is monitored:

During the pre-investment phases, through our due diligence process,
In the post-investment phase, through monitoring PAIs and “Positive Goals” data and constant dialogue with our portfolio companies, whether informally or through participation in the boards, as active members, or observers.

To perform this monitoring, we conduct annual data collection campaigns with our portfolio companies, which allow us to monitor their sustainability risk exposure.

Governance/Organization

During the analysis of target companies, the investment committee members ensure that they do not fall within our exclusion criteria and that they successfully pass the DNSH test. As part of the KYC analysis, the financial department also conducts a legal screening of the company and its key members.

Limits and Methodology

Currently, there is still limited data available on how companies report negative impacts, which limits our ability to anticipate all of them in our investment decisions. Furthermore, companies may be limited in providing reliable data on these impacts. However, considering this lack of maturity, we choose to adopt a continuous improvement process.

Loi Énergie et Climat

Future Positive Capital systematically includes risks associated with climate change and biodiversity in our risk analysis.

Client complaints

Clients can file complaints by writing directly to the Firm or through an agent or intermediary writing on behalf of the ultimate client. Client complaints are recorded centrally by the Chief Compliance Officer in a dedicated file. Future Positive Capital SAS commits to:

Acknowledge receipt no later than ten working days from the day the complaint was received, unless the response to the client is provided within this time frame;
Provide a response to the client no later than two months between the date the complaint was received and the date the response was sent, unless in exceptional circumstances duly justifiable.

The handling of the complaint by the Firm is free and the client will not incur any fees (administrative, research or other) in relation to the handling of the complaint.

Complaints can also be addressed to the AMF Ombudsman, 17 place de la Bourse 75082 Paris Cedex 2 France, in case of a disagreement relating to a product or a service. The AMF Ombudsman can also be found here .

Data protection

Accordingly to the law “Informatique et Libertés” (Loi n°78-17 du 6 Janvier 1978) and the General Data Protection Regulation (Regulation n°2016/679), you have an access right, right of withdrawal, right to correct and to delete all the data containing information on you. You can use your rights by contacting us by postal dispatch at: Future Positive Capital 49 Avenue d'Iena, 75116 Paris, France

Conflict of interest

The prevention and detection of conflicts of interest at Future Positive Capital falls within the general principles of MiFID which include the following requirements:

have a conflict of interest policy in place;
detect situations that may give rise to conflicts of interest;
have a conflict of interest register;
advise clients when it has not been possible to resolve a conflict of interest.

Voting rights

Future Positive Capital has a voting rights policy which provides all the conditions regarding the exercise of voting rights attached to investment vehicles.

Ottawa and Oslo Conventions

France signed on 3, December 1997 the Ottawa Convention on the prohibition of employment, storage, production and transfer of anti-personnel landmines. France signed on 3 December 2008 the Oslo Convention on elimination of weapons. The AFG (Association Française de Gestion Financière) also published in April 2013 recommendations on the prohibition of financing of weapons. Future Positive Capital respects the Conventions and excludes those types of companies.

InnovFin Equity

The Future Positive Fund I is supported by InnovFin Equity, with the financial backing of the European Union under Horizon 2020 Financial Instruments and the European Fund for Strategic Investments (EFSI) set up under the Investment Plan for Europe. The purpose of EFSI is to help support financing and implementing productive investments in the European Union and to ensure increased access to financing.

Copyright

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For more information on any of the above, please contact: hello [at] futurepositivecapital [dot] com