Legal

1. Legal notice

Publisher

This website is published by:

QUANTONATION VENTURES Société par actions simplifiée Share capital: €135,704 Registered with the Paris Trade and Companies Register under number 849 813 522 SIRET: 849 813 522 00018 Registered office: 58, rue d’Hauteville - 75010 Paris, France Telephone: +33 (0)1 45 05 26 23 Email: contact@quantonation.com

Director of publication: Christophe Jurczak, President

Quantonation Ventures operates from offices in Paris and Dallas. The Dallas office is an establishment of Quantonation Ventures and not a separate legal entity.

Regulatory status

Quantonation Ventures is authorised by the Autorité des marchés financiers (AMF) as a portfolio management company under number GP-202211.

Autorité des marchés financiers 17, place de la Bourse - 75082 Paris Cedex 02, France www.amf-france.org

Hosting

The website is hosted by:

Vercel Inc. 440 N Barranca Ave #4133, Covina, CA 91723, United States www.vercel.com

The site is delivered through Vercel's global content delivery network, which means pages are served from the server closest to each visitor.

Domain name

The domain name quantonation.com is registered with:

OVH SAS 2, rue Kellermann - 59100 Roubaix, France www.ovhcloud.com

Design and development

The website was designed and developed by And—Now — and-now.co.uk

2. Terms of use

Purpose

This website is an institutional website. It presents Quantonation Ventures, its investment thesis, its team and its portfolio companies, and gives access to editorial content and regulatory documentation. It does not allow any transaction, subscription or account creation.

By accessing this website, you agree to these terms of use.

Important notice

The information published on this website is provided for general information purposes only. It does not constitute an offer to sell or a solicitation of an offer to buy any securities, fund units or other financial instruments, in any jurisdiction.

Nothing on this website constitutes investment advice, a personalised recommendation, a solicitation, or an invitation to engage in any investment activity. It does not take into account the investment objectives, financial situation or particular needs of any person.

References to portfolio companies are provided to illustrate Quantonation Ventures’ investment activity. They do not constitute a recommendation in respect of those companies and are not representative of the performance of any fund managed by Quantonation Ventures. Past performance is not indicative of future results, and investment in venture capital involves a risk of capital loss.

Eligible investors. Interests in funds managed by Quantonation Ventures are available only to professional investors and to such other investors as are eligible under the rules of the relevant fund and the law of their jurisdiction. They are not available to retail investors.

United States. Fund interests have not been and will not be registered under the US Securities Act of 1933, as amended, or under the securities laws of any state. The funds have not been and will not be registered under the US Investment Company Act of 1940, as amended, in reliance on the exemption in section 3(c)(1) of that Act. Any offering in the United States will be made on a private placement basis solely to "accredited investors" within the meaning of Rule 501(a) of Regulation D. Nothing on this website is intended to constitute general solicitation or general advertising.

Japan. Quantonation Ventures SAS has filed a notification of Specially Permitted Business for Qualified Institutional Investors, with the Director-General of the Kanto Local Finance Bureau under Article 63 of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended). Fund interests are offered in Japan only in accordance with Article 63 of that Act, to Qualified Institutional Investors and other persons eligible thereunder. Quantonation Ventures SAS is not registered as a Financial Instruments Business Operator in Japan. Following the filing of the Form 20 with the Kanto Local Finance Bureau of the Japanese Ministry of Finance, Quantonation Ventures publicly discloses (i) the Form 20-2 by virtue of Article 63 exemption of the Financial Instruments and Exchange Act: (Link to the Form 20-2) (ii) and the Form 21-3 related to the annual business report (Link to the Form 21-3).

Intellectual property

Unless otherwise stated, the content of this website — texts, editorial articles, page structure, graphic design, photographs and videos — is the property of Quantonation Ventures or is used with the authorisation of the rights holders.

The names, logos and visual identities of the portfolio companies presented on this website remain the property of their respective owners and are reproduced with their agreement, for the sole purpose of presenting Quantonation Ventures’ investment activity.

Media Kit

The assets made available on the Media Kit page — logos, brand assets and photographs of Quantonation Ventures — may be freely downloaded and used by the press, portfolio companies, partners and any third party wishing to refer to Quantonation Ventures.

These assets must be reproduced without alteration of their proportions, colours or composition, and must not be used in a way that suggests a partnership, endorsement or approval by Quantonation Ventures that does not exist.

This authorisation does not extend to the other content of the website, nor to the logos of the portfolio companies, which remain governed by the paragraph above.

Guest contributions

Editorial content published under the Signal section may include contributions by external authors. Such contributions remain the property of their authors and are published with their agreement. They express the views of their authors and do not necessarily reflect the position of Quantonation Ventures.

Hyperlinks

This website contains links to third-party websites, in particular to the websites of portfolio companies, to the investor platform and to the recruitment platform. Quantonation Ventures exercises no control over these websites and accepts no responsibility for their content or for the way they process personal data.

Linking to this website is permitted, provided that the link does not create confusion as to the origin of the content and does not display the site within a frame belonging to a third party.

Availability

Quantonation Ventures endeavours to keep the website accessible and its content accurate and up to date, without being able to guarantee this. Access may be interrupted, in particular for maintenance purposes.

Limitation of liability

To the fullest extent permitted by applicable law, Quantonation Ventures shall not be liable for any errors or omissions in the content of this website, nor for any loss or damage, whether direct or indirect, arising from the use of, or reliance on, this website or its content, or from any inability to access it. Nothing in this notice shall exclude or limit any liability which cannot be excluded or limited under applicable law.

This website may contain links to third-party websites. Quantonation Ventures has no control over such websites and accepts no responsibility for their content or availability.

Applicable law

These terms are governed by French law. Any dispute relating to the website falls within the jurisdiction of the competent French courts.

3. Complaints

What is a complaint?

By complaint, we mean a statement of a client’s or prospective client’s dissatisfaction towards the Company, by any means and through any medium. A request for information, advice, clarification or a service is not considered a complaint.

How to address your complaint

Quantonation Ventures has established and maintains an operational procedure for the prompt and efficient handling of complaints from its clients and prospective clients.

The management company acknowledges receipt of the complaint within ten working days from the date it is sent by the client.

Quantonation Ventures will make every effort to provide the client with a response that is as complete as possible, and to do so as promptly as possible, without exceeding two months from the date the complaint was sent by the client, unless duly justified exceptional circumstances arise.

You may address your complaint to Quantonation Ventures:

by email to contact@quantonation.com, specifying “Complaint” in the subject line;

by letter, ordinary or registered, to: Quantonation Ventures — Quality Manager / Client Complaints, 58 rue d’Hauteville, 75010 Paris, France;

by telephone on +33 (0)1 45 05 26 23.

If the response provided does not satisfy you

You may contact the Ombudsman of the Autorité des marchés financiers (AMF). The Ombudsman intervenes in the event of a dispute, when the parties concerned refer the matter to him or her in order to settle it amicably and avoid legal proceedings.

Médiateur de l’Autorité des marchés financiers 17, place de la Bourse - 75082 Paris Cedex 02, France www.amf-france.org

The mediation request form and the mediation charter are available on the AMF website.

Quantonation Ventures ensures compliance with the legal provisions relating to the protection of personal data. Clients are invited to read section 4 of this page.

The full complaints handling policy is available here: Complaints handling policy.

4. Privacy policy

Identity of the data controller

Quantonation Ventures, a société par actions simplifiée whose details appear in section 1 above, represented by Christophe Jurczak in his capacity as President, publishes the website available at www.quantonation.com (the “Website”). Quantonation Ventures is authorised by the AMF under number GP-202211.

Quantonation Ventures is a management company that manages investment funds dedicated to quantum and physics-based technologies. The Website is intended to inform any interested person about the activities of Quantonation Ventures, and to direct its partners and investors to the platforms made available to them.

In the course of its activities, Quantonation Ventures collects and processes certain personal data relating to its investors, partners and contacts who browse and consult the Website (the “Users”).

Quantonation Ventures therefore acts as data controller.

Purpose of this privacy policy

Quantonation Ventures is committed to respecting the privacy and protecting the personal data of Users.

In this respect, Quantonation Ventures — and consequently its staff, agents, partners and processors — undertakes to process Users’ personal data in accordance with Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”), with French Act no. 78-17 of 6 January 1978 on information technology, data files and civil liberties, and with the terms of this privacy policy.

This privacy policy is intended to inform Users about the use of their personal data in connection with their use of the Website. It allows them to know the origin and use of the information collected, as well as the rights available to them under applicable data protection law.

Changes to this privacy policy

Quantonation Ventures may amend this privacy policy, in particular to take account of changes in applicable data protection law or in any other regulation, and of changes in its personal data and cookie practices. Quantonation Ventures will inform Users in the event of any substantial change.

Users are therefore advised to consult the most recent version of this privacy policy whenever they interact with Quantonation Ventures, by following the “Legal” link in the footer of the Website.

Collection of personal data

Personal data means any information relating to an identified or identifiable natural person. A natural person is identifiable where they can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data or an online identifier.

Quantonation Ventures collects and processes Users’ personal data, on its own behalf, where the User:

subscribes to the newsletter through the form available on the Website;

writes to Quantonation Ventures at one of the addresses published on the Website;

browses the Website, through audience measurement and technical logs.

The Website does not offer user accounts and does not host a comment section or a forum. The investor platform and the recruitment platform accessible from the footer are operated by third parties on their own websites; their processing of personal data is governed by their own privacy policies and does not fall within the scope of this document.

Where the provision of information is mandatory, this is indicated on the relevant form, and Quantonation Ventures informs Users of the consequences of a failure to respond.

Quantonation Ventures also maintains, outside the Website, a database of professional contacts — founders, limited partners, co-investors, advisers and journalists — collected directly from the persons concerned, at meetings and events, through introductions, or from publicly accessible professional sources.

Categories of personal data

The personal data that Quantonation Ventures may collect and process are:

identification data (e.g. surname, first name);

contact data (e.g. email address, telephone number, postal address, organisation);

data relating to exchanges with Quantonation Ventures (e.g. content of correspondence);

connection data (e.g. technical logs, IP addresses).

Purposes and legal bases

The processing of Users’ personal data carried out by Quantonation Ventures is necessary for the following purposes:

sending the newsletter: subscription is confirmed by a double opt-in process, whereby the User receives an email inviting them to confirm and is added to the mailing list only after that confirmation (the legal basis for this processing is the User’s consent, which may be withdrawn at any time using the unsubscribe link included in every message);

communicating with a User who writes to Quantonation Ventures: messages are processed internally in order to respond and, where relevant, to follow up on the exchange (the legal basis for this processing is the legitimate interest of Quantonation Ventures);

maintaining a database of clients, investors and prospective contacts (the legal basis for this processing is the legitimate interest of Quantonation Ventures; Users may object at any time by writing to contact@quantonation.com);

measuring the audience of the Website, by means of a tool that does not use cookies, does not track individuals and does not create advertising profiles, and which produces aggregated statistics that do not allow Users to be identified (the legal basis for this processing is the legitimate interest of Quantonation Ventures);

ensuring the security and proper operation of the Website, through the technical logs recorded by the hosting provider (the legal basis for this processing is the legitimate interest of Quantonation Ventures);

managing disputes (the legal basis for this processing is the legitimate interest of Quantonation Ventures);

responding to a legal requirement or in the context of legal proceedings or a dispute (the legal basis for this processing is a legal obligation to which Quantonation Ventures is subject, or its legitimate interest);

informing Users of any change affecting the Website (the legal basis for this processing is the legitimate interest of Quantonation Ventures);

handling requests to exercise the rights set out below (the legal basis for this processing is a legal obligation to which Quantonation Ventures is subject).

Quantonation Ventures does not carry out automated decision-making or profiling, and does not use advertising or retargeting trackers.

Recipients of personal data

The data collected is strictly confidential and intended for the use of Quantonation Ventures.

However, certain personal data may be transmitted, securely and temporarily, to third parties where this is necessary to fulfil the purposes described above.

The categories of recipients are as follows:

the service providers with which Quantonation Ventures has contracted in order to operate and maintain the Website and its communications:

Service provider	Purpose	Processing location
Sendinblue SAS (Brevo) — 106 boulevard Haussmann, 75008 Paris, France	Newsletter management and contact database	European Union
Vercel Inc. — 440 N Barranca Ave #4133, Covina, CA 91723, United States	Website hosting	Global content delivery network
OVH SAS — 2 rue Kellermann, 59100 Roubaix, France	Domain name registration	European Union
Conva Ventures Inc. (Fathom Analytics) — Canada	Audience measurement	European Union

the staff of Quantonation Ventures responsible for communications, investor relations or IT;

financial, judicial or administrative authorities, upon request and within the limits permitted by applicable law;

certain regulated professionals bound by professional secrecy, such as accountants, statutory auditors or lawyers.

Quantonation Ventures ensures that all of its partners receiving Users’ personal data place the protection of personal data at the heart of their work, enter into contractual commitments on data protection at least equivalent to this privacy policy, and undertake to take all measures necessary to ensure the security and confidentiality of personal data.

Each of these processors publishes a data processing agreement concluded pursuant to Article 28 of the GDPR, which applies to Quantonation Ventures through its acceptance of their terms of service:

Brevo — Annex 2 to the general terms and conditions, available on the Brevo website

Vercel — Data Processing Addendum, available at vercel.com/legal/dpa

Fathom Analytics — Data Processing Agreement, available at usefathom.com/legal/dpa

Users’ rights

In accordance with applicable data protection law, Users have a number of rights over their data:

access: allows the User to ask Quantonation Ventures to confirm whether it processes their data and, if so, to be informed of the characteristics of the processing, to access the data and to obtain a copy of it;

rectification: the User may ask Quantonation Ventures to correct or complete their data if it is inaccurate or incomplete;

erasure: allows the User to obtain the deletion of their personal data; this right does not apply where the processing is carried out to comply with a legal obligation;

restriction: allows the User to suspend the processing of their personal data while the data is retained;

objection: allows the User to object to the processing of their personal data on grounds relating to their particular situation; this right is absolute in respect of processing carried out for direct marketing purposes;

portability: allows the User to have the personal data they have provided returned to them or, where technically feasible, transferred to a third party; the information requested will be provided in electronic form unless the User expressly requests otherwise;

withdrawal of consent: where the legal basis for the processing is consent, the User may withdraw it at any time.

Users may exercise their rights by writing to contact@quantonation.com, or by post to Quantonation Ventures, 58 rue d’Hauteville, 75010 Paris, France.

Where Quantonation Ventures has reasonable doubts as to the identity of the person making a request, it may ask for additional information necessary to confirm that identity.

A response will be sent to the User concerned within one month of receipt of the request. Quantonation Ventures reserves the right not to act upon manifestly unfounded or excessive requests.

Users may also, if they consider it necessary, lodge a complaint with the Commission Nationale de l’Informatique et des Libertés (CNIL), 3 place de Fontenoy, TSA 80715, 75334 Paris Cedex 07, France — www.cnil.fr.

Retention periods

Quantonation Ventures retains Users’ personal data in active use for the following periods:

newsletter subscribers: until the User unsubscribes, and in any event no longer than three years after their last interaction;

correspondence: three years from the last exchange;

professional contacts: three years from the last contact;

connection data: twelve months;

data transmitted in connection with the exercise of a right under applicable data protection law: the time necessary to handle the request;

aggregated audience statistics: retained without time limit, as they do not allow any person to be identified.

However, at the end of the periods referred to above, the personal data collected and processed may be archived beyond those periods (i) in the event of litigation, in order to establish the facts in dispute, and/or (ii) for the purposes of the investigation, establishment and prosecution of criminal offences, for the sole purpose of making that data available to the judicial authorities where necessary.

Once the periods set out in this privacy policy have elapsed, Users’ personal data is deleted.

Transfers of personal data

Two of the service providers listed above are established outside the European Union: Vercel Inc. in the United States and Conva Ventures Inc. in Canada.

The Website is delivered through Vercel's global content delivery network, which means that pages are served from the server closest to each visitor. Connection data may therefore be processed outside the European Economic Area, including in the United States. Vercel Inc. is certified under the EU-U.S. Data Privacy Framework and additionally relies on the standard contractual clauses adopted by the European Commission.

Newsletter data is held by Brevo within the European Union. Audience measurement data is collected by Fathom Analytics within the European Union; Conva Ventures Inc. is established in Canada, which benefits from an adequacy decision of the European Commission.

Where personal data is transferred outside the European Economic Area, Quantonation Ventures relies on the safeguards recognised by the GDPR: an adequacy decision, certification under the EU-U.S. Data Privacy Framework, or the standard contractual clauses adopted by the European Commission.

Security

Quantonation Ventures implements technical and organisational measures appropriate to protect Users’ data against unauthorised access, alteration or loss. The Website is a statically generated site with no database and no administration interface exposed to the public, which substantially limits the attack surface.

5. Cookies

This website does not use any cookie or tracker requiring your consent.

Audience measurement is carried out by Fathom Analytics, which operates without cookies and without individual tracking. No advertising, retargeting or social media tracker is used.

Where you follow a link to an external website — a portfolio company, the investor platform, the recruitment platform or a social network — that website may place its own cookies, governed by its own policy.

6. Regulatory information

Policy for the prevention and management of conflicts of interest

In application of the general principles laid down by Directive 2014/65/EU of 15 May 2014 (“MiFID II”), Quantonation Ventures has formalised a policy for managing conflicts of interest and has implemented specific provisions in terms of organisation and control to prevent, identify and manage situations of conflict of interest that may affect the interests of its clients in connection with the provision of investment services.

Definition

A conflict of interest is defined as an adverse conflict between the interests of the company and those of its clients, or between the interests of several clients of the company. A conflict of interest may therefore arise where Quantonation Ventures, or one of the portfolios it manages, or one of its employees or persons related to it:

is likely to make a financial gain or avoid a financial loss at the expense of one of the managed portfolios or one of the portfolio companies;

has an interest in the outcome of a service provided to the client, or of a transaction carried out on behalf of one of the managed portfolios, which differs from the interest of the managed portfolio or of the portfolio company in that outcome;

is encouraged, for financial or other reasons, to prioritise the interests of one managed portfolio over the interests of one or more other managed portfolios;

carries out the same professional activity as a portfolio company;

receives from a person other than the managed portfolio an advantage in relation to the service provided to that portfolio, in any form whatsoever, other than the commission or fees normally charged for that service.

Prevention

Placing the utmost importance on the interests of its clients, and in order to prevent potential conflict of interest situations, Quantonation Ventures has put in place a policy and a mechanism allowing it to operate independently while respecting the primacy of client interests and the confidentiality of information.

The prevention of conflicts of interest is based on rules of good conduct set out in the internal regulations and code of ethics of Quantonation Ventures. These provisions, which employees confirm having read upon joining the company, aim to ensure compliance with the principles relating to the primacy of clients’ interests and the prevention of conflicts of interest: each employee is required to act loyally and fairly in the interest of clients, respecting the integrity, transparency, independence and security of the market.

This awareness among all employees of the internal rules and codes of good conduct is complemented by various measures implemented by Quantonation Ventures in order to prevent potential conflicts of interest. More specifically, these are strict rules and procedures relating to:

the protection of confidential information, inside information and professional secrecy;

personal transactions carried out on their own account;

corporate offices and external functions held;

benefits and gifts received from clients or intermediaries.

Detection

Quantonation Ventures has set up an organisation to identify situations of conflict of interest that could affect the interests of clients, by establishing a mapping of potential conflicts of interest identifying the types of situations, activities and operations that may generate conflicts, the associated risks, and the procedures established for their control.

Management

Conflicts of interest are managed in accordance with the principle of the primacy of the client’s interests, that is to say fairly and by providing the client with complete and appropriate information. Depending on the situation, Quantonation Ventures may:

carry out the activity or operation, insofar as its organisation allows for appropriate management of the potential conflict of interest;

inform the client where certain conflicts of interest may persist, and provide the necessary information on their nature and origin;

where applicable, refrain from carrying out the activity or operation giving rise to a conflict of interest.

Corrective actions intended to avoid, as far as possible, situations of conflict equivalent to those that have arisen are then proposed.

Identified conflicts of interest are recorded in a register listing the conflicts encountered and the appropriate measures taken to resolve them.

Controls

Control of the system for preventing and managing conflicts of interest established within the management company is the responsibility of the RCCI, through compliance with applicable legal, regulatory and ethical provisions.

The RCCI also carries out an annual review of all activities undertaken in order to detect situations likely to give rise to conflicts of interest, and implements appropriate procedures to manage potential conflict situations fairly.

Furthermore, in order to avoid self-control, the system for preventing and managing conflicts of interest is integrated into the outsourced control programme; it is present in all other control assignments, whatever their subject matter, and is the subject of a specific mention in the control notes returned by the delegated RCCI.

A Compliance and Internal Control Committee, held twice yearly, addresses all the topics covered during the period and ensures the implementation of an action plan relating to the recommendations made. Any anomalies or areas for improvement identified in relation to this system are reported immediately to the RCCI for corrective measures.

Client information

In the event that Quantonation Ventures finds that the measures deployed are insufficient to ensure, with reasonable certainty, that the risk of harming clients’ interests can be avoided, it will inform the clients concerned in writing, in a complete and objective manner, refraining from using biased arguments while pointing out the constraints and risks associated with certain products or operations, of the nature of the conflict, so that they can make their decision in full knowledge of the facts.

Any additional information on this policy for the prevention and management of conflicts of interest may be obtained by clients by sending a written request to Quantonation Ventures or by contacting their usual contact person.

Shareholder engagement policy

With a view to promoting long-term shareholder engagement, Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017, known as the "Shareholder Rights Directive", requires portfolio management companies to develop and publish a shareholder engagement policy describing how they integrate their shareholder role into their investment strategy.

As part of its portfolio management activity, Quantonation Ventures has adopted this shareholder engagement policy, applicable to all managed portfolios invested in equity securities.

In this regard, it is specified that Quantonation Ventures is a signatory to the Principles for Responsible Investment (PRI) established by the United Nations. Its approach aims to integrate environmental, social and governance (ESG) criteria into its asset management, to engage in dialogue with the companies in which it is a shareholder, and to systematically exercise the voting rights attached to the shares held.

Introduction

The shareholder engagement policy describes how the following elements are ensured:

monitoring of strategy, financial and non-financial performance, risks, capital structure, social and environmental impact and corporate governance;

dialogue with portfolio companies;

the exercise of voting rights and other rights attached to shares;

cooperation with other shareholders;

communication with relevant stakeholders;

the prevention and management of actual or potential conflicts of interest in relation to that engagement.

Quantonation Ventures follows, as far as possible, the various shareholder engagement criteria described below. Where they are not applied, or are only partially applied, the reasons for their non-application are set out in this policy.

The shareholder engagement policy is reviewed from time to time, and as necessary, by Quantonation Ventures.

Monitoring of strategy, performance, risks, capital structure, impact and governance

Quantonation Ventures is committed to fully exercising its shareholder responsibility in the interest of its investors, by conducting a rigorous analysis of its holdings.

Prior to studying potential investments, the Quantonation Ventures investment team verifies that the target company does not operate in an excluded sector — tobacco, coal, pornography, arms production, gambling — as these do not meet the ethical and environmental principles of Quantonation Ventures.

The investment team then carries out an analysis of the economic and financial performance of the holdings in which it decides to invest, while paying particular attention to their governance and to their social and environmental footprint, by means of internal tools (reporting, ESG questionnaire) and exchanges with management.

For Quantonation Ventures, the financial and executive independence of its holdings is both a governance issue and a growth factor. Therefore, before each investment, Quantonation Ventures concludes with the company concerned an investment protocol or shareholders’ agreement providing in particular for:

an enhanced right to information, whereby the company undertakes to provide Quantonation Ventures with a number of elements relating to its activity (at minimum half-yearly reporting containing the main financial aggregates);

an ESG action plan, determined in collaboration with the company, which may take the form of:

the introduction of ESG objectives,

the setting of quantified deadlines,

the implementation of annual reporting in order to measure progress made,

the obligation to raise ESG issues at a meeting of the governing body at least once a year,

regular exchanges on best practices.

This approach ensures that non-financial factors are taken into account alongside financial factors when making investment decisions.

Dialogue with portfolio companies

The key element of Quantonation Ventures’ shareholder engagement results from the ongoing dialogue it maintains with its portfolio companies.

They are regularly questioned, formally or informally — in person, by videoconference, by telephone or by email — about their strategy, opportunities and risks, as well as their financial and non-financial performance, beyond the annual general meetings.

Where applicable, the investment team formally monitors the financial and non-financial developments of its holdings during committee meetings held at least once a year.

Support on both financial and non-financial topics completes this framework.

Exercise of voting rights and other rights attached to shares

Quantonation Ventures is systematically convened to the general meetings of the portfolio companies in which its principals or the AIFs it manages have invested.

As Quantonation Ventures has both the will and the duty to defend the best interests of its investors, it pays particular attention to voting on resolutions proposed at general meetings, whether ordinary or extraordinary.

The decision on how to vote is made by the member of the investment team responsible for monitoring the holding concerned. Each member of the investment team is responsible for reviewing and analysing the resolutions presented for each of the holdings they monitor, in the light of this policy and of their thorough knowledge of the holding and its activities. The decision to participate in general meetings is subject to formalised monitoring for each holding.

In order to be effective in this approach, Quantonation Ventures has set quantitative criteria to determine whether it participates in the votes concerned, in particular a threshold relating to its holding. These criteria are indicative, and Quantonation Ventures may participate in a meeting and take part in the votes without applying them.

Where Quantonation Ventures participates in a general meeting of a company listed on a regulated or organised market — which is limited in practice — it:

ensures that the depositary transmits to it the documents necessary for the exercise of voting rights within the allotted deadlines;

will generally follow the recommendations of the AFG where these are issued for voting at the general meeting;

will ensure above all that the interests of minority shareholders, comparable to those of its investors, are respected;

may focus its attention on other matters, such as the approval of accounts and their discharge, the approval of regulated agreements, the election of corporate officers, capital transactions or amendments to the articles of association.

Where Quantonation Ventures participates in a general meeting of an unlisted company — the majority of cases — which does not present particular difficulties, it prefers to vote by post.

Conversely, a member of the investment team systematically attends in person general meetings identified as sensitive, regardless of the financial situation of the company. Meetings with an agenda having a significant strategic impact on the life of the company, such as a sale of assets, are considered sensitive. The same applies to general meetings of companies experiencing temporary or structural difficulties.

Generally speaking, Quantonation Ventures endeavours to take part in all votes in order to preserve the interests of its investors and represent them as effectively as possible, without seeking to obstruct the proposed resolutions but, on the contrary, contributing to strengthening the general interest of the company by bringing its skills and experience while offering innovative solutions.

The line of conduct followed by Quantonation Ventures is clear and revolves around two major objectives:

preserving and defending the interests of its investors: Quantonation Ventures takes part in votes on proposed resolutions with a long-term view, that is to say by ensuring the financial health of the holding, allowing (i) the actual payment of any dividends when due, and (ii) the liquidity of the securities held at the agreed maturity and price. Quantonation Ventures therefore carefully analyses resolutions that may have an impact on the financial situation or strategic direction of the company, in order to prevent any future difficulties that could affect the liquidity of the securities it holds;

not hindering the proper functioning of portfolio companies: as a direct or indirect shareholder, Quantonation Ventures is permanently concerned not to adopt an attitude contrary to the general interest of the company.

Cooperation with other shareholders

Generally speaking, Quantonation Ventures rarely cooperates with other shareholders or engages in a form of collective engagement in the holdings in which it is invested.

It may nevertheless, in the future and on a case-by-case basis, participate in shareholder coalitions on initiatives aimed at improving the ESG practices of a holding.

Communication with relevant stakeholders

Quantonation Ventures interacts with different stakeholders — investors, companies, regulators, professional organisations — with the aim of raising the investment team’s awareness of long-term issues and better understanding all the financial and non-financial risks that companies may face.

In particular, Quantonation Ventures regularly takes part in discussions and participates in certain working groups in order to take into account the expectations of different stakeholders regarding sustainable investment.

By way of illustration, Quantonation Ventures hosts each year an ESG seminar open to all of its holdings, in order to introduce them to the strategic opportunities offered by sustainable development and to share ESG best practices with them.

Prevention and management of conflicts of interest in relation to shareholder engagement

In accordance with the applicable regulatory and ethical provisions, Quantonation Ventures has adopted a policy for preventing and managing conflicts of interest and has implemented specific provisions in terms of organisation and control in order to prevent, identify and manage situations of conflict of interest that may affect the interests of its clients in connection with the provision of investment services.

Quantonation Ventures conducts an annual review of all activities carried out in order to detect situations likely to give rise to conflicts of interest. It has also implemented appropriate measures to manage potential conflict situations fairly. More specifically, these are strict rules and procedures relating to: