Sustainability-Related Disclosures pursuant to Regulation (EU) 2019/2088 (“SFDR”)

Date of publication: March 2021

Date of update: June 2024 (implementation of recent legislative and regulatory developments as well as editorial amendments)

Date of update: January 2025 (clarification on the consideration of principal adverse impacts, implementation of Join Capital Global Strategic Technologies Fund III GmbH & Co. KG, implementation of recent legislative and regulatory developments as well as editorial amendments)

 

1. Sustainability Risk

Join Capital GmbH (“Join Capital”) 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.

Join Capital considers sustainability risks as part of the due diligence process prior to any investment. This also includes an assessment of sustainability risks. Such assessment is being conducted by using a checklist. The results of such assessment are taken into account when the investment decision is being taken.

However, Join Capital remains free in its decision to refrain from investing or to invest despite sustainability risks in which case Join Capital can also apply measures to reduce or mitigate any sustainability risks. At all times, Join capital will apply the principle of proportionality taking due account of the strategic relevance of an investment as well as its transactional context.

2. No consideration of adverse impacts of investment decisions on sustainability factors

Join Capital does not consider principal adverse impacts of its investment decisions on sustainability factors and, hence, does not collect and report the sustainability indicators listed in Annex I of Delegated Regulation (EU) 2022/1288 (as amended from time to time, “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 EU Taxonomy and the accompanying RTS are relatively new legislative acts, there is little 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 Join Capital. Furthermore, the consideration of principal adverse impacts will largely depend on the availability of the relevant data from the underlying portfolio companies. Especially on early-stage companies, the collection and provision of such data might put an undue burden.

Moreover, the fund(s) managed by Join Capital will only hold minority interests in their portfolio companies. Such minority interests are, however, generally not sufficient to encourage the portfolio companies to collect and report the relevant data to Join Capital.  Hence, it is currently not foreseeable for Join Capital whether the information for the identification and assessment of principal adverse impacts can be obtained from all portfolio companies on a regular basis as required by Art. 4 SFDR.

If and to the extent that the legal uncertainties will be resolved, a practicable market and administrative practice will evolve and data availability can be ensured, Join Capital will re-evaluate considering principal adverse impacts of its investment decisions in due course, at the latest by the end of 2025. In the meantime, Join Capital 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.

3. III. Remuneration disclosure

As a registered alternative investment fund manager within the meaning of section 2(4) of the KAGB, Join Capital is not required to have a remuneration guideline or policy under the requirements of the KAGB. However, Join Capital has a Remuneration Policy in place to ensure an appropriate framework exists to support our strategic priorities. These include an annual alignment of our employees’ remuneration with local market benchmarks to attract and retain talent; Join Capital incorporates any regulatory updates into the policy. Employee salaries are determined by their role and experience and align with the Venture Capital industry standards of the local markets. Fixed salaries are set to sufficiently compensate for their responsibilities, independent of variable remuneration.

4. Sustainability-related disclosures

Join Capital Fund 1

Join Capital Fund I GmbH & Co. KG (“JCF1”)

LEI: 529900B3ZT2EIF3TES63

The disclosures relating to the Fund apply accordingly to JCF1 with the exception that the investment strategy and the investment exclusions differ.

JCF1’s investment objective is to generate long-term capital appreciation through equity and equity-related investments in the early and development stages of pre-Series A companies located in countries in the European Union and Switzerland with a focus on the consumer internet and technology sectors in the target Region. JCF1 will invest at least 50 per cent of Total Commitments in SMEs.

Further, the investment exclusions of JCF1 differ from those of the Fund. JCF1 will not invest in any portfolio company

  1. which Join Capital is aware of is involved in illegal activities;
  2. which is engaged in property holding (other than in an ancillary, non-commercial capacity);
  3. which is engaged in the manufacturing, distribution or sale of arms or ammunitions (other than for game hunting purposes);
  4. which is engaged in the manufacturing, processing, distribution or sale of tobacco products or hard spirits (other than the distribution in an ancillary capacity through retailers such as supermarkets or restaurants);
  5. which is engaged in human cloning or genetically modified organisms; or
  6. which is directly linked to gambling.

Join Capital Fund 2

2. Join Capital Fund II GmbH & Co. KG (“JCF2”)

LEI: 529900LFE24CIP857E55

The disclosures relating to the Fund apply accordingly to JCF2 with the exception that the investment strategy and the investment exclusions differ.

JCF2 shall invest in growth-oriented seed and early-stage portfolio companies with a focus on technology sectors that are active or engaged in B2B, Industry 4.0, PropTech and Enterprise SaaS. JCF2 shall conduct investments in portfolio companies originating, inter alia, in Germany, Italy, Europe (including the United Kingdom and Switzerland), the United States and opportunistically elsewhere.

The investment exclusions of JCF2 differ from those of the Fund. JCF2 will invest, guarantee or otherwise provide financial or other support, directly or indirectly, to companies, including portfolio companies:

  1. which Join Capital is aware is involved in illegal activities;
  2. which is engaged in property holding (other than in an ancillary, non-commercial capacity);
  3. which is engaged in the manufacturing, distribution or sale of arms or ammunitions (other than for game hunting purposes);
  4. which is engaged in the production, trade, stockpiling sale, transfer, import, export or any other activity or service associated (including technological research) with Controversial Weapons or of key components (constructive component, support service, etc.) of any of the systems of Controversial Weapons;
  5. which is engaged in the production, trade, stockpiling sale, transfer, import, export, or any other activity or service associated (including technological research) with weapons systems intended for entities other than governments or enterprises authorized by governments;
  6. which is engaged in the manufacturing, processing, distribution or sale of tobacco products and its derivatives (e.g., cigarettes, cigars, pipe tobacco) or hard spirits (other than the distribution in an ancillary capacity through retailers such as supermarkets or restaurants);
  7. which is engaged in human cloning, whether for reproductive purposes or for the therapeutic and/or research purposes, or genetically modified organisms;
  8. which manifestly violates human rights (e.g., child labor, exploitation of workers, human trafficking, violation of internationally recognized human rights, discrimination based on racial reasons, religion and especially gender discrimination);
  9. which is engaged in production or distribution through any channel of pornographic material, activities and services that support prostitution and its promotion;
  10. which is engaged in exploration, mining, processing/transformation, storage, distribution and trade of thermal coal, or the production of energy from coal;
  11. which is engaged in exploration, mining, processing/transformation, storage, refining, distribution, storage and trade of fuel oil, or the energy production from fuel oil;
  12. which is engaged in activities aimed directly or indirectly (e.g., support services) at producing gambling-related goods or providing gambling-related services (e.g., slot machines, casinos, etc.);
  13. which is engaged in the production or trade of asbestos or its derivatives;
  14. which is focused on tech transfer, i.e., companies focused on proof of concept and patents;
  15. which are not working towards adhering to the guiding principles of so-called socially responsible investment (i.e. transparency, integrity and suitability) according to international governance standards (by way of example (i) human rights (as laid down in the Universal Declaration of Human Rights by the United Nations), (ii) International Labour Standards (ILO), such as harmful or exploitative forms of forced labor/ harmful child labor, and (iii) product safety (EU General Product Safety Directive)); or
  16. which is directly linked to gambling.

Join Capital Fund 3

Join Capital Global Strategic Technologies Fund III GmbH & Co. KG (the “Fund” / der “Fonds”)

LEI: 529900CLT7AOQOZJ1748

Summary

The Fund considers certain environmental and/or social characteristics as part of its investment decisions and monitoring processes. While Join Capital does not seek to make investments with a sustainable investment objective as defined by the SFDR, it acknowledges that some of the world’s most pressing challenges arise from inefficient industry practices and legacy operations. Believing in the transformative power of today’s entrepreneurs, Join Capital supports those at the forefront of building ‘The Neue Industry’—a new ecosystem representing a paradigm shift towards more sustainable, equitable, and efficient business models and technologies.

The consideration of environmental and/or social characteristics is carried out both before and after an investment. For this purpose, information is initially and regularly obtained from the portfolio companies by means of qualitative queries. The Fund incorporates exclusion (negative screening) aspects during the decision-making process. Thereby the Fund considers several ESG themes to be the key to responsible investing.

Zusammenfassung

Der Fonds berücksichtigt bestimmte ökologische und/oder soziale Merkmale im Rahmen seiner Investitionsentscheidungen und Monitoring-Prozesse. Join Capital strebt zwar keine nachhaltigen Investitionen im Sinne der SFDR an, erkennt jedoch an, dass einige der dringendsten Herausforderungen der Welt auf ineffiziente Branchenpraktiken und überholte Betriebsabläufe zurückzuführen sind. Join Capital glaubt an die transformative Kraft der Unternehmer von heute und unterstützt diejenigen, die an vorderster Front am Aufbau der „Neuen Industrie“ beteiligt sind – einem neuen Ökosystem, das einen Paradigmenwechsel hin zu nachhaltigeren, gerechteren und effizienteren Geschäftsmodellen und Technologien darstellt.

Die Berücksichtigung von Umwelt- und/oder Sozialmerkmalen erfolgt sowohl vor als auch nach einer Investition. Zu diesem Zweck werden zunächst und regelmäßig Informationen von den Portfoliounternehmen durch qualitative Abfragen eingeholt. Der Fonds bezieht Exklusionsaspekte (negatives Screening) in seinen Entscheidungsprozess ein. Dabei betrachtet der Fonds mehrere ESG-Themen als Schlüssel für verantwortungsvolles Investieren.

No sustainable investment objective

The Fund promotes environmental or social characteristics but does not have as its objective sustainable investment.

Environmental or social characteristics of the financial product

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

The purpose of the Fund is to build, hold and manage (including to divest) a portfolio of equity and equity-related investments in portfolio companies. The Fund’s investments will mainly be aimed at early-stage companies that at the time of investment, plan to be primarily (50%+ budgeted revenue cumulatively over initial three years after the initial investment) active or engaged in the development, manufacturing, distribution or sale of technologies, components and products for defense or security customers. The Fund shall conduct investments in portfolio companies originating in countries that are NATO Allies or NATO Partners, and opportunistically elsewhere.

The Fund’s investment strategy is implemented in the investment process on a continuous basis: Every investment opportunity will be tested against the Fund’s investment strategy, in particular its investment exclusions, as part of the due diligence prior to any investment made by the Fund. The Fund shall not invest, guarantee or otherwise provide financial or other support, directly or indirectly, to companies, including portfolio companies

  1. which Join Capital is aware are involved in illegal activities;
  2. which are engaged in property holding (other than in ancillary, non-commercial capacity);
  3. which are engaged in the production, trade, stockpiling sale, transfer, import, export or any other activity or service associated (including technological research) with Controversial Weapons
  4. which are engaged in the manufacturing, processing, distribution or sale of tobacco products and its derivatives (e.g., cigarettes, cigars, pipe tobacco) or hard spirits (other than the distribution in an ancillary capacity through retailers such as supermarkets or restaurants);
  5. which are engaged in human cloning, whether for reproductive purposes or for the therapeutic and/or research purposes, or genetically modified organisms;
  6. which manifestly violate human rights (e.g., child labor, exploitation of workers, human trafficking, violation of internationally recognized human rights, discrimination based on racial reasons, religion and especially gender discrimination);
  7. which are engaged in production or distribution through any channel of pornographic material, activities and services that support prostitution and its promotion;
  8. which are engaged in exploration, mining, processing/transformation, storage, distribution and trade of thermal coal, or the production of energy from coal;
  9. which are engaged in activities aimed directly or indirectly (e.g., support services) at producing gambling-related goods or providing gambling-related services (e.g., slot machines, casinos, etc.);
  10. which are engaged in the production or trade of asbestos or its derivatives;
  11. which are not working towards adhering to the guiding principles of so-called socially responsible investment (i.e. transparency, integrity and suitability) according to international governance standards (by way of example (i) human rights (as laid down in the Universal Declaration of Human Rights by the United Nations), (ii) International Labour Standards (ILO), such as harmful or exploitative forms of forced labor/ harmful child labor, and (iii) product safety (EU General Product Safety Directive)); or
  12. which are directly linked to gambling.

The Fund’s investment strategy is continuously implemented as part of the investment process: Each investment opportunity will be reviewed as part of the due diligence process in light of the Fund’s investment strategy, in particular with regard to the investment exclusions. After an investment, i.e., during the holding period, the Fund will regularly monitor its portfolio companies and support them when and where deemed relevant.

Good governance practices are assessed through a checklist as part of every due diligence process prior to any investment made by the Fund. 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.

Proportion of investments

The Fund will invest fully in line with its investment strategy and investment restrictions, i.e., will only make investments which are aligned with its environmental and/or social characteristics. The Fund does not make and does 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 of Regulation (EU) 2020/852 (“EU Taxonomy”); hence, no portion of its investments will be aligned with the EU Taxonomy.

Monitoring of environmental or social characteristics

The Fund has an increased awareness on the impact of environmental or social characteristics on risk management and thus on the value potential of investments. Accordingly, the Fund undertakes to monitor (compliance with) its environmental and/or social characteristics on an ongoing basis. Prior to making an investment, the Fund assesses the attainment of its environmental and/or social characteristics with respect to every (potential) portfolio company. During the holding period, the Fund uses the sustainability indicator ‘No investments in the area of investment exclusions’ and collects respective data at portfolio company level in order to monitor the ongoing compliance with its environmental and/or social characteristics. Moreover, the Fund consults with the portfolio companies in regular intervals and will carry out further checks if there are indications of potential issues with the Fund’s ESG approach. External monitoring mechanisms are not in place.

Methodologies

The Fund applies qualitative assessments with respect to its environmental and/or social characteristics. The Fund conducts an initial assessment of such characteristics in the course of its due diligence process prior to any investment by providing its (potential) portfolio companies with a checklist. Through this checklist, the investment exclusions and good governance practices are identified and evaluated, and the results of such analysis are recorded. Based on the results of this assessment, the Fund identifies whether the environmental and/or social characteristics promoted by the Fund are met before making an investment.

During the holding period, the so conducted assessment forms the basis to measure and monitor if the characteristics are continuously being met. By using the sustainability indicator ‘No investments in the area of exclusions’, the Fund assesses and ensures the portfolio companies’ ongoing compliance with its investment exclusions. Hence, the Fund measures and evaluates the attainment of its environmental and/or social characteristics on an ongoing basis.

Data sources and processing

Information is obtained from the respective portfolio companies. An external review or verification of this information will only be conducted if misrepresentations are suspected.

Limitations to methodologies and data

The data collected from the (potential) portfolio companies as well as any data supplemented by third party service providers or external experts 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. Further, the data estimated might – by the very nature of estimations – not reflect the actual data situation at portfolio company level. Further limitations, in particular with regard to the accuracy of the data and reliability of the data sources used, are currently not foreseeable. As the Fund’s investments are made for several years, the Fund considers it a priority to establish and maintain a trustful working relationship with its portfolio companies in order to ensure data quality and compliance with the environmental and/or social characteristics promoted by the Fund.

Due diligence

In order to attain the aforementioned environmental and/or social characteristics, the Fund carefully selects its portfolio companies during the investment decision-making process. The Fund conducts a due diligence on every (potential) portfolio company. As part of this due diligence, the Fund carefully reviews how a (potential) investment relates to the environmental and/or social characteristics promoted by the Fund. The Fund incorporates exclusion (negative screening with respect to its investment exclusions) as well as good governance aspects during the decision-making process. This assessment is conducted by using a checklist and, where required based on the inherent ESG risk of the portfolio company, through an enhanced analysis. An internal or external review or verification of the information obtained will only be carried out if misrepresentations are suspected.

Engagement policies

Engagement is in general not part of the environmental or social investment strategy of the Fund. The Fund will respond with individual measures when becoming aware of ESG-related incidents or controversies at portfolio company level.

Designated reference benchmark

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

 

 

Date of Publication:
This document was last updated on 30 June 2024 to incorporate amendments and additions from the 2022/1288 SFDR update. If you have any questions, please do not hesitate to contact us at ESG@ace-alternatives.com