Regulatory information

Shareholder engagement policy

Introduction

INOCAP Gestion is an asset management company that manages UCITS and FIAs, and carries out asset management activities on behalf of third parties within the meaning of the MiFID 2 Directive. As a result of the investments it makes on behalf of its clients, INOCAP Gestion may hold interests in listed and unlisted companies. Consequently, and in accordance with current regulations, INOCAP Gestion has defined a shareholder engagement policy describing how it integrates its role as a shareholder into the investment strategy of the funds it manages.

Exercise of voting and other rights attached to shares

The obligations of this policy apply to securities held by UCIs managed by INOCAP Gestion when they are traded on a market.

The management team is responsible for monitoring each investment, acting independently and in the sole interest of the unitholders.

INOCAP Gestion receives the documents required to exercise shareholders’ rights (voting form, agenda, resolutions, etc.) prior to the vote, and studies them.

The management team is responsible for examining and analyzing resolutions based on INOCAP Gestion’s shareholder engagement policy.

The final vote is carried out by the manager and/or the middle office once the manager has communicated his voting decisions to the middle office.

For listed securities, voting is carried out by mail. INOCAP Gestion uses :

The ISS tool for UCITS deposited with Caceis
Broadridge tool for FIAs deposited with SGSS

For unlisted shares, voting is carried out by the manager in charge of the shareholding. Votes are cast in person at shareholders’ meetings, or by mail (with the option of giving a proxy to another shareholder or advisor).

As part of its management activity on behalf of third parties within the meaning of MiFID 2, the management agreement expressly provides that “. The Mandator exercises extrapatrimonial rights directly. In particular, he retains the right to attend meetings and to vote. “.

INOCAP Gestion will do its utmost to implement its shareholder engagement policy in all the companies held by the mutual funds it manages. INOCAP Gestion aims to be able to vote at all Annual General Meetings (AGMs), whether in France or abroad, conditions permitting.

One exception is already known: it concerns countries requiring a POA (Power of Attorney) for voting at the AGM. This legal constraint makes it impossible for INOCAP Gestion to vote.

As previously mentioned, INOCAP Gestion teams also base their analysis of these resolutions on the recommendations of the ISS platform[1].

[1] ISS voting principles on which our analyses are based: https: //www.issgovernance.com/file/policy/active/emea/Europe-Voting-Guidelines.pdf)

The principles of our shareholder engagement policy

Governance

Separation of functions:

INOCAP Gestion favors the separation of management and control functions. Accordingly, INOCAP Gestion will generally vote against the election or re-election of the same person to the position of Chairman and Chief Executive Officer. However, a favorable vote may be given if the functions are combined for an interim period only.

Independence of the Board of Directors or Supervisory Board:

Like the separation of functions, the level of independence of the board of directors or supervisory board is a criterion of our ESG rating. In this context, INOCAP Gestion will generally vote against the election or re-election of directors exceeding the following thresholds: 1/ at least 50% independents for non-controlled companies, 2/ at least 1/3 independents for controlled companies.

Resolutions introducing provisions contrary to the “one share, one vote, one dividend” principle:

INOCAP Gestion will generally vote against resolutions aimed at introducing a new class of shares with rights superior to those of ordinary shares (bonus shares, shares with double voting rights, etc.).

Regulated agreements:

INOCAP Gestion is attentive to the accessibility of regulated agreements and to the fact that their content does not run counter to the rules of good governance. In particular, these agreements are assessed in relation to the following themes: executive compensation, consulting services, commercial transactions, etc.

Capital transactions / Protecting the interests of minority shareholders

Issuance of shares with or without preferential subscription rights for existing shareholders:

INOCAP Gestion generally votes in favor of 1/ share issues with pre-emptive rights, provided that they concern a maximum of 50% of the outstanding share capital, and 2/ share issues without pre-emptive rights, provided that they concern a maximum of 10% of the outstanding share capital.

Anti-takeover measures (“poison pill”):

INOCAP Gestion generally votes against anti-takeover measures unless they are structured in such a way as to give shareholders the final decision on the offer.

For French companies, INOCAP Gestion votes against any capital transactions (including capital increases with or without Preferential Subscription Rights) that could be used to thwart a takeover bid without obtaining the explicit prior approval of shareholders.

Issuance of share subscription warrants (BSAs) or any other security giving access to the capital exclusively for the benefit of one category of shareholders, thereby diluting the other shareholders:

INOCAP Gestion generally votes in favor of employee share-based compensation proposals if the plan(s) are in line with the long-term interests of shareholders and thus generate an alignment of interest with the creation of shareholder value. However, the volume of shares reserved for employees must not be excessive in relation to existing capital.

Executive compensation

INOCAP Gestion pays particular attention to executive remuneration and transparency in this area. The management team will therefore pay close attention to resolutions relating to executive remuneration, in particular to the transparency of the amounts and methods of calculation of direct, indirect and/or deferred remuneration, and to consistency with the evolution of value creation within the company.

We will assess management proposals to ratify elements of a company’s executive compensation on a case-by-case basis.

We can vote against, for example, in cases where ISS would recommend a vote against the remuneration proposal and this proposal would be motivated by common sense and would be justified.

Environmental and social

As a signatory of the United Nations Principles for Responsible Investment (UN PRI), INOCAP Gestion is committed to its business activities. Aware that environmental, social and governance impacts are key considerations in decision-making, INOCAP Gestion ensures that the decisions it takes as part of its shareholder engagement are in line with its ESG integration, exclusion and engagement policies.

In the event of a resolution on these topics, INOCAP Gestion will pay particular attention to them, including issues relating to consumer and product safety, the environment and energy, labor standards and human rights, diversity in the workplace and the board of directors, and corporate political issues. Although a variety of factors enter into each analysis, the general principle guiding our votes focuses on how the proposal can enhance or protect shareholder value in the short or long term.

Cooperation with other shareholders

For the time being, INOCAP Gestion does not intend to enter into agreements with third-party shareholders as part of the decision-making process for the implementation of its shareholder engagement policy.

Prevention and management of actual or potential conflicts of interest in relation to commitments

INOCAP Gestion ensures that its employees are in a position to act at all times solely in the interest of the Fund’s unitholders, while respecting the integrity of the market.

All employees of the management company are signatories to the codes of ethics of professional associations and are subject to strict rules of professional conduct concerning personal transactions on the financial markets.

INOCAP Gestion believes that it is reasonably free from any conflicts of interest that might affect the free exercise of voting rights. If, however, a conflict of interest of any kind were to arise, the case would be submitted to the RCCI.

Annual report on shareholder engagement policy

Annual report on the management company’s shareholder engagement policy for 2023

The obligations of this policy apply to securities held by UCIs managed by INOCAP Gestion when they are traded on a market.

The management team is responsible for monitoring each investment, acting independently and in the sole interest of the unitholders.

INOCAP Gestion receives the documents required to exercise shareholders’ rights (voting form, agenda, resolutions, etc.) prior to the vote, and studies them.

The management team is responsible for examining and analyzing resolutions based on INOCAP Gestion’s shareholder engagement policy.

The final vote is carried out by the manager and/or the middle office once the manager has communicated his voting decisions to the middle office.

Within four months of the end of the financial year, INOCAP Gestion reports on the application of its shareholder engagement policy.

The minutes include the following information

1° A general description of the manner in which voting rights have been exercised; 2° An explanation of the choices made with regard to the most important votes; 3° Information on any recourse to services provided by voting advisors; 4° The orientation of votes cast during general meetings, this information may exclude votes that are insignificant due to their purpose or the size of the shareholding in the company.

Exercise of voting rights:

INOCAP Gestion uses the research services of brokers, ISS, Broadridge and the voting alerts published by the AFG to exercise the voting rights of the funds it manages.

FIA management:

In 2023, INOCAP GESTION exercised voting rights on behalf of funds managed in 23 companies. During the year, INOCAP GESTION held 3,143,033 voting rights.

In 2023, INOCAP GESTION voted in favor of 845 resolutions.

During 2023, INOCAP GESTION voted by correspondence on 884 resolutions submitted to the various Shareholders’ Meetings.

For all its voting decisions, INOCAP GESTION has complied with the principles set out in its “Voting Policy” document.

UCITS management:

In 2023, INOCAP GESTION exercised voting rights on behalf of mutual funds managed in 120 companies. During the year, INOCAP GESTION held 79,558,030 voting rights.

In 2023, INOCAP GESTION voted in favor of 1,627 resolutions.

During 2023, INOCAP GESTION voted by correspondence on 2,079 resolutions submitted to the various Shareholders’ Meetings.

In all its voting decisions, INOCAP GESTION complies with the principles set out in its “shareholder engagement policy” document.

INOCAP Gestion pays particular attention to the interests of shareholders, and according to our shareholder engagement policy, all votes at AGMs are important. It is for this reason that INOCAP Gestion has undertaken, from 2021 onwards, to do its utmost to systematically exercise voting rights for the securities held in the label funds, regardless of their capital weighting.

Participation in voting at the general meetings of foreign companies is not systematic. To date, there is no satisfactory system for allowing foreign companies to vote at shareholders’ meetings under the best possible conditions (deadlines, costs, etc.), particularly for countries requiring a POA (Power of Attorney).

A detailed list of votes is available on the management company’s website, on the page dedicated to each fund.

Conflict of interest:

No conflicts of interest have arisen from the exercise of voting rights attached to securities held by the funds under management.

This report is made available to the AMF.

It can be consulted on the INOCAP Gestion website.

Selecting intermediaries - SADIE and RTS Report 28

Best selection – best execution

As part of the management of UCIs and mandates, INOCAP Gestion transmits to intermediaries the orders it wishes to execute on the market on behalf of the UCIs and mandates it manages, and which result from its investment decisions. INOCAP Gestion implements a policy of selecting and evaluating entities providing order execution services. INOCAP Gestion must be classified by its intermediaries as a professional client, which enables it to benefit from the principle of best execution.

The management company which provides the portfolio management service or manages a UCI complies with the obligation to act in the best interests of its clients and the UCI it manages when it transmits for execution with other entities orders resulting from its decisions to trade financial instruments on behalf of its principal or the UCI it manages. The management company must review its best selection and best execution policies at least once a year.

Methodology

A – General rules for selecting and evaluating intermediaries

The selection and evaluation of intermediaries is based on qualitative and quantitative criteria. Some criteria are more important than others, and are therefore given greater weight in the overall assessment.

The Manager in charge of managing UCIs or mandates :

review the service quality of existing intermediaries,
evaluates the number of counterparties and the intermediaries’ commissions,
decides to include or exclude an intermediary from the authorized list.

The choice of investments and intermediaries is made independently in the interest of unitholders. Only intermediaries on the list of authorized intermediaries may be used to execute orders on behalf of UCIs or mandates managed by INOCAP Gestion.

B – Order placed by EXOE

INOCAP Gestion executes its orders directly on the market by placing :

-Directly through brokers

-Or indirectly through an outsourced trading table

The management company uses an outsourced trading desk (EXOE) to execute orders on behalf of UCITS on the market. Exoe has communicated its best execution policy to INOCAP Gestion, and provides the management company with periodic reports to assess best execution on orders placed.

C – Evaluation

Counterparties are valued every six months.

D – Informing customers about the Best Selection policy

INOCAP Gestion communicates its “Best Selection” policy to customers on its website. For discretionary management, this information is included in the management mandate. For UCITS and FIAs, this policy is outlined in each management report.

2022 report on intermediation fees

A – Regulatory application

Article 319-18 and 321-122 of the AMF General Regulations

AMF Instruction 2007-02

B – Regulatory background

INOCAP Gestion is required to prepare a report on intermediation fees whenever it uses services to assist in investment decision-making and order execution, and when intermediation fees exceeded 500,000 euros for the year. During the 2022 financial year, which ended on December 30, 2022, INOCAP Gestion used investment decision support and order execution services. In addition, intermediation fees exceeded 500,000 euros in fiscal 2022. In accordance with the provisions of articles 319-18 and 321-122 of the General Regulations of the Autorité des Marchés Financiers, INOCAP Gestion draws up a document entitled “Compte rendu relatif aux frais d’intermédiation”. This document specifies the conditions under which INOCAP Gestion has used investment decision support and order execution services, as well as the breakdown between :

1) Intermediation fees relating to the order reception and transmission service and the order execution service;
2) Intermediation fees relating to the investment decision support and order execution services.

In order to process its stock market orders, INOCAP Gestion uses intermediaries to execute orders on the market:

– Directly through brokers
– Indirectly through an outsourced trading desk

C – Breakdown of transaction costs

The breakdown of intermediation fees for the year ended 12.31.2022 is as follows:

Execution brokerage: 77%
Exoé brokerage: 23

D – Research budget

INOCAP Gestion’s 2022 research budget is €183,200 including tax.

E – Preventing conflicts of interest

Inocap Gestion has taken the following steps to prevent conflicts of interest in the selection of service providers providing investment decision support and order execution services:
– The selection of service providers is subject to a rigorous process.
– There is no agreement on the volume of transactions with the selected service providers.
– The management company does not receive any retrocessions on investment decision support and order execution fees
– The management company is not linked to the service providers providing investment decision support and order execution services.

The management company has a satisfactory organization in place to deal with any potential conflict of interest that may arise in its relationship with service providers providing investment decision support and order execution services.
The management company’s Compliance and Internal Control Officer (RCCI) is systematically involved in the handling of any conflict of interest.

RTS 28 – Annual review 2020

A – Purpose

The European Commission requires annual publication of information on the identity of execution venues and the quality
of the execution obtained. This reporting obligation is part of the MiFID II Directive (Markets in Financial Instruments Directive
), which aims to harmonize the regulation of investment services in all member states
of the European Economic Area.
Investment firms are therefore required to apply a number of regulatory technical standards
(RTS). RTS 28 sets out the requirements for increasing the quality and
transparency of information available to professional and non-professional investors concerning orders
transmitted or executed.

B – What is RTS 28?

RTS 28 supplements MiFID Directive 2014/65/EU with technical regulatory standards:
Investment firms executing client orders are required to summarize and publish the top five
execution venues in terms of transaction volume on which they executed client orders in the previous year,
together with information on the quality of execution achieved.
Investment firms transmitting client orders are required to summarize and publish a list of the top five
execution providers in terms of transaction volume with whom they executed
client orders in the previous year, together with information on the quality of execution achieved.
As part of this requirement, INOCAP Gestion must also publish, for each category of financial instrument, a
summary of the analysis and conclusions of the detailed monitoring of execution quality obtained during the previous year.

C – RTS 28: Summary of analysis

This document presents a summary of INOCAP Gestion’s analysis and conclusions drawn from detailed monitoring of
quality of execution:

– obtained from the platforms on which it executed all its clients’ orders during the previous year
– obtained from the counterparties to which it transmitted its clients’ orders during the previous year.

INOCAP Gestion has a policy and associated measures (Execution Policy) concerning the transmission and
execution of its clients’ orders as part of its activities as an investment services provider. The INOCAP Gestion Execution Policy information document
is available on
https://www.inocapgestion.com/fr/reglementaire-2/. The products covered by this report correspond to the
financial instruments defined in Section C of Annex I of MiFID II.

Relative importance of factors used to assess performance quality:

The factors considered by INOCAP Gestion are as follows:
– Price: final price at which a financial instrument is executed;
– Costs: implicit costs such as the possible impact on the market, explicit internal costs representing the
INOCAP Gestion’s own remuneration, explicit external costs (minimum fees, compensation, etc.);
– Speed: estimated time required to execute a transaction;
– Probability of execution and settlement: the probability that INOCAP Gestion will be able to complete a transaction;
– Size: size of the transaction that may affect the execution price; and
– Nature of the order or any other consideration relating to the execution of the order: particular characteristics of
the order that may affect best execution.

Generally, INOCAP Gestion considers that the most important factor for its clients is the price at which the financial instrument is executed. This price must take into account any costs paid by the client.
Secondary execution factors taken into account when assessing execution quality are speed, probability of execution, order type and size, and settlement.

During the review prior to the trading process, INOCAP Gestion uses the experience and expertise of its teams to obtain the best balance of factors for best execution. This discretionary judgment is based on the information available when the order is issued and during the execution process. Qualitative factors include market access, market share, liquidity, knowledge of the market or its specific features, specialization, price transparency, order processing, processing costs and rating.

In order to offer the best possible execution to its clients, INOCAP Gestion continuously monitors market trends, the quality of execution obtained, the execution venues and the service providers used to execute client orders. Our monitoring consists of both order-by-order monitoring and monitoring of the general trend in execution quality.
These elements are detailed in INOCAP Gestion’s execution policy, available at the following address: https://www.inocapgestion.com/fr/reglementaire-2/https://www.inocapgestion.com/fr/reglementaire-2/

Description of any links, conflicts of interest and joint holdings with service providers or platforms enabling execution of customer orders:

INOCAP Gestion has no close ties, conflicts of interest or joint ownership with the service providers or platforms used to execute its clients’ orders.
Any transaction or relationship between INOCAP Gestion, service providers or platforms is carried out in accordance with INOCAP Gestion’s Conflicts of Interest Policy. For further information, please refer to INOCAP Gestion’s Order Execution Policy and the procedure relating to the prevention of conflicts of interest.

Explanation of any factors that led to changes in the list of service providers or platforms used:

There are no changes to note in the list of execution venues listed in INOCAP Gestion’s execution policy.
The execution providers listed in INOCAP Gestion’s execution policy are subject to an ongoing approval and monitoring process, which includes regular assessments of the performance of the services provided in terms of execution quality.

Explanation of how order transmission or execution varies according to customer category:

INOCAP Gestion targets both non-professional and professional customers.

For non-professional clients, the best possible result will generally be determined by price and cost.
For professional clients, the best possible result will generally be determined by price and cost, but may depend on other execution factors, such as size and type, specific to the given order.

For a detailed description of how we execute customer orders, please see our Order Execution Policy.

Indication of the criteria favored or not in relation to prices and costs, and explanation of the role of these criteria in achieving the best possible result for non-professional customers:

As part of our Best Execution policy, the best possible result will generally be determined by price and cost. For a detailed description of how we execute our clients’ equity orders, please see our Order Execution Policy.

Use of performance-related data and tools published by providers subject to RTS27:

INOCAP Gestion monitors the quality of execution provided by the execution venues and service providers used to execute client orders. This monitoring uses external and independent providers and market data to measure the quality of order execution.
This monitoring also includes exception-based analyses, the results of which are reviewed by the compliance department in conjunction with the dealing teams.

D – Statistics by asset class

Definitions

“Passive order”: an order, entered in the order book, which has provided liquidity.

“Aggressive order”: an order in the order book that has absorbed liquidity.

“directed order: an order for which the customer has specified the execution platform in advance.

Asset class breakdown – Equities

Customer	Instrument category	Start date	End date

INOCAP	Equities Bands_1-2	20200101	20201231

Indicate if <1 order executed on average per business day of the previous year :

Top five execution platforms ranked by trading volume (descending order)	Orders executed as a percentage of total volume	Number of orders executed as a percentage of total orders	Percentage of passive orders	Percentage of aggressive orders	Percentage of orders directed

LOUIS CAPITAL MARKETS 213800R54EFFINMY1P02 FR	20,0%	17,7%	8,8%	20,7%	0,0%
KEPLER CHEUVREUX 9695005EOZG9X8IRJD84 EN	14,9%	9,1%	63,0%	34,9%	0,0%
TRADITION SECURITIES AND FUTURES 969500ULC0Y1IG0A4O72 EN	14,6%	1,6%			0,0%
ODDO BHF SCA 9695002I9DJHZ3449O66 EN	13,1%	13,7%	28,4%	12,2%	0,0%
SOCIETE DE BOURSE GILBERT DUPONT 969500UEQ3U3P21QNJ13 FR	11,7%	30,4%	41,3%	20,6%	0,0%

Customer	Instrument category	Start date	End date

INOCAP	Equities Bands_3-4	20200101	20201231

Indicate if <1 order executed on average per business day of the previous year :

Top five execution platforms ranked by trading volume (descending order)	Orders executed as a percentage of total volume	Number of orders executed as a percentage of total orders	Percentage of passive orders	Percentage of aggressive orders	Percentage of orders directed

ODDO BHF SCA 9695002I9DJHZ3449O66 FR	20,1%	20,9%	28,8%	24,4%	0,0%
EXANE 969500UP76J52A9OXU27 FR	18,3%	15,5%	24,6%	32,0%	0,0%
KEPLER CHEUVREUX 9695005EOZG9X8IRJD84 EN	16,8%	15,3%	77,0%	19,9%	0,0%
MAINFIRST BANK AKTIENGESELLSCHAFT 529900MC68RTGHKI4F05 DE	9,0%	7,3%	34,3%	39,9%	0,0%
JOH. BERENBERG, GOSSLER & CO. KG 529900UC2OD7II24Z667 DE	8,9%	5,3%	46,0%	18,4%	0,0%

Customer	Instrument category	Start date	End date

INOCAP	Equities Bands_5-6	20200101	20201231

Indicate if <1 order executed on average per business day of the previous year :

Top five execution platforms ranked by trading volume (descending order)	Orders executed as a percentage of total volume	Number of orders executed as a percentage of total orders	Percentage of passive orders	Percentage of aggressive orders	Percentage of orders directed

ODDO BHF SCA 9695002I9DJHZ3449O66 FR	20,9%	21,8%	35,3%	30,5%	0,0%
KEPLER CHEUVREUX 9695005EOZG9X8IRJD84 EN	12,7%	12,4%	66,9%	24,6%	0,0%
GOLDMAN SACHS INTERNATIONAL 549300R83Q2VTICWNV15 EN	12,1%	12,1%	33,2%	31,0%	0,0%
EXANE 969500UP76J52A9OXU27 FR	10,6%	8,7%	27,5%	60,6%	0,0%
SOCIETE DE BOURSE GILBERT DUPONT 969500UEQ3U3P21QNJ13 FR	10,1%	10,9%	39,4%	55,1%	0,0%

Asset class breakdown – ETFs

Customer	Instrument category	Start date	End date

INOCAP	ETF	20200101	20201231

Indicate if <1 order executed on average per working day of the previous year :

YES

Top five execution platforms ranked by trading volume (descending order)	Orders executed as a percentage of total volume	Number of orders executed as a percentage of total orders	Percentage of passive orders	Percentage of aggressive orders	Percentage of orders directed

CREDIT INDUSTRIEL ET COMMERCIAL N4JDFKKH2FTD8RKFXO39 FR	84,7%	66,7%		100,0%	0,0%
EXANE 969500UP76J52A9OXU27 FR	15,4%	33,3%		100,0%	0,0%

Asset class breakdown – Bonds

Customer	Instrument category	Start date	End date

INOCAP	Bond	20200101	20201231

Indicate if <1 order executed on average per working day of the previous year :

YES

Top five execution platforms ranked by trading volume (descending order)	Orders executed as a percentage of total volume	Number of orders executed as a percentage of total orders	Percentage of passive orders	Percentage of aggressive orders	Percentage of orders directed

ODDO BHF SCA 9695002I9DJHZ3449O66 FR	43,5%	33,3%			0,0%
MARKETAXESS EUROPE LIMITED 549300TTHIODYMGND828 GB	43,2%	52,8%			0,0%
OCTO FINANCES SA 969500378YE4MLGK0898 FR	7,4%	5,6%			0,0%
SOCIETE GENERALE O2RNE8IBXP4R0TD8PU41 FR	4,3%	5,6%			0,0%
CREDIT INDUSTRIEL ET COMMERCIAL N4JDFKKH2FTD8RKFXO39 FR	1,6%	2,8%			0,0%

Conflict of interest policy

INOCAP Gestion has set up a policy for managing conflicts of interest, which applies to all its staff. The aim of this policy and the organization in place is to detect and manage any potential conflict of interest.

Detection and climbing

Any Management Company employee or person concerned who becomes aware of a potential or actual conflict of interest must immediately inform the RCCI.

Analysis and processing

The RCCI is empowered to deal with any reported conflict of interest. In collaboration with the Management Company’s senior executives, he analyzes the nature, causes and consequences of the conflict of interest situation identified. After validation by Management, it takes the appropriate measures to limit the consequences, in the best interests of unitholders. It also defines any corrective measures intended to limit the occurrence of a new conflict of interest of the same nature, by modifying or putting in place the necessary procedures and/or controls.

The RCCI may recommend that the Management Company refrain from intervening in circumstances where no solution to the conflict can satisfactorily guarantee the principle of primacy of the interests of unitholders.

Follow-up

The RCCI keeps a register recording any conflicts of interest that may arise.

The policy is updated by the RCCI whenever there are changes to the organization, scope of activity, etc. A review is carried out and formalized by the RCCI at least once a year.

Customer information

The policy is available at the company’s head office and will be produced for any customer or holder who requests it.

In addition, the Management Company undertakes to inform its clients in the event of any unavoidable or unresolved conflict.

Claims handling policy

1- Claims

If you have a complaint, you can write to your usual advisor or to the Customer Management Department of INOCAP Gestion at the following address:

INOCAP Gestion – 19 rue de Prony – 75017 Paris

We undertake to send you a letter acknowledging receipt of your claim within a maximum of 10 working days from the date of receipt and to reply within a maximum of 2 months from the same date.

a – Preamble

INOCAP Gestion establishes and maintains an efficient and transparent procedure for the reasonable and prompt handling of complaints from existing or potential clients, and records each complaint and the steps taken to handle each complaint.
Complaints are handled free of charge, and INOCAP Gestion does not charge any fees for handling your complaint.

b – Definition

A claim is defined as a declaration of dissatisfaction by the customer with INOCAP Gestion. A request for information, advice, clarification, service or performance is not a claim.

c – How do I send a complaint to INOCAP Gestion?

Complaints may be addressed to INOCAP Gestion:

By post to the following address: 19 rue de Prony – 75017 – Paris – France ;

By telephone: 01 42 99 34 60 ;

By email to the following address: contact@inocapgestion.com

d – Claims management

All complaints received by the management company will be centralized with the Head of Compliance and Internal Control.
INOCAP Gestion’s Head of Compliance and Internal Control will seek out any expertise necessary for the best resolution of your complaint.
INOCAP Gestion’s Head of Compliance and Internal Control has the experience and knowledge necessary to provide you with a prompt and reasonable response to your complaint.

e – Deadlines

INOCAP Gestion will acknowledge receipt of your claim within a maximum of 10 working days from the date of dispatch of your written claim, unless a reply has been made to you before this deadline.
A reply to your claim will be made to you within a maximum of two months from the date of dispatch of the claim, except in the event of duly justified special circumstances. In the event that we are unable to provide you with a response within this timeframe, we will contact you to inform you of the reason for the delay and to let you know how soon we will be able to respond.

f- Language

Clients and unit-holders or shareholders of UCIs residing in another Member State of the European Union may address their complaints in the official languages of the Member States in which the UCIs managed by INOCAP Gestion are marketed or the investment services provided.

g – Recourse / Mediation

If you are not satisfied with the response to your complaint, you may appeal to the Mediation officer of the Autorité des marchés financiers by completing the following form: https: //www.amf-france.org/fr/le-mediateur-de-lamf/votre-dossier-de-mediation/vous-voulez-deposer-une-demande-de-mediation

The mediator receives and investigates complaints and requests for mediation. His mission is to find an amicable solution to disputes brought to his attention. A claim may only be referred to the mediator after an initial written approach to the management company has resulted in a total or partial rejection of the claim by the latter. The mediator’s jurisdiction extends solely to disputes relating to market operation, investor information, order execution, portfolio management or custody account management.

The AMF Ombudsman may be contacted in writing by any interested party, provided that no legal proceedings have been or are about to be instituted. The procedure is adversarial, written and free of charge. Moreover, it can only be implemented if the parties agree to use it. Each party presents its observations and analyses to the mediator, supported by documentary evidence. On receipt of all the information essential to the examination of the dispute, the mediator seeks an amicable solution. Referral to the mediator suspends the statute of limitations on civil action. Throughout the mediation procedure, the parties retain the right to take their case to court at any time.

The AMF mediation procedure is described in detail on the AMF website:
https://www.amf-france.org/fr/nous-contacter

h – Confidentiality

INOCAP Gestion will treat your claim with the utmost confidentiality.

Management company remuneration policy

INOCAP Gestion’s remuneration policy for managers and employees complies with labor law and regulations applicable to FIA managers below the thresholds set by the AIFM Directive and to UCITS managers.

INOCAP Gestion has defined and applies a remuneration policy that is consistent with effective risk management and does not encourage excessive risk-taking.

INOCAP Gestion’s remuneration policy aims to ensure that employees’ behavior is consistent with INOCAP Gestion’s long-term objectives, and that there is no excessive or unacceptable risk-taking.

This policy is built around the key concepts of :

preventing excessive risk-taking and
aligning the interests of the SGP, its staff and the unitholders of the funds under management.

The remuneration policy is coherent, promotes sound and efficient risk management, and does not encourage risk-taking that is incompatible with the risk profiles or constitutive documents of the UCITS and FIAs managed by the management company.

The remuneration policy is consistent with the economic strategy, objectives, values and interests of the management company and the UCITS and FIAs it manages, as well as those of the investors in these UCITS and FIAs, and includes measures to avoid conflicts of interest.

Risk-taker scope

INOCAP Gestion has identified all risk-takers within the meaning of the provisions of the remuneration policy as being :

management (senior executives and portfolio managers),
financial managers,
the sales and development manager and, if necessary, the sales representatives
support function managers (Marketing Manager, Human Resources Manager, Administrative Manager),
the risk controller,
the RCCI,
any other employee whose salary has a significant impact on the risk profile of the company or the UCITS and FIAs under management.

Compensation Committee

INOCAP’s size and organization do not require the creation of a compensation committee. However, in the interests of good corporate governance, INOCAP has decided to set up a compensation committee.

Criteria taken into account for remuneration

Variable compensation is based on quantitative and qualitative criteria, and on individual and collective performance.

The management company also integrates sustainability criteria (environmental, social and governance) into the allocation of collective and individual variable compensation. The criteria taken into account are those relating to the investment process and compliance with ESG indicators monitored by the management company, as well as its compliance with SRI label specifications.

The performance evaluation is carried out within a multi-year framework adapted to the holding period recommended to investors in the UCITS and FIAs managed by the management company, in order to ensure that it relates to the long-term performance of the UCITS and FIA and its investment risks, and that the actual payment of performance-dependent components of remuneration is spread over the same period. The period identified is between 3 and 5 years.

To determine the total amount of the variable portion, account is taken of :

of comprehensive income ;
the company’s capital requirements to meet its regulatory obligations and finance its expansion;
the risk of the management company being held liable for any amount exceeding the insurance cover taken out by the SGP;
any additional reserves required to ensure the long-term viability of the business
sustainable individual and collective performance
integration and compliance with sustainability criteria

In the light of the information detailed above, the management company does not intend to apply certain remuneration principles, namely :

Payment in financial instruments of the UCITS: A significant proportion, and in any case at least 50% of the total variable component of remuneration, consists of shares in the UCITS concerned, an equivalent holding, or equity-linked instruments or equivalent non-cash instruments offering equally effective incentives.
Deferral: a substantial portion, and in any case at least 40%, of the variable component of remuneration is deferred for an appropriate period, taking into account the holding period recommended to investors in the UCITS concerned; this portion is fairly proportionate to the nature of the risks associated with the UCITS in question. The period concerned should be at least three years; remuneration due under deferral arrangements vests only pro rata at most; if the variable component of remuneration represents a particularly high amount, payment of at least 60% of this amount is deferred.
Retention: The total amount of variable remuneration is generally considerably reduced when the management company or UCITS concerned records mediocre or negative financial performance, taking into account both current remuneration and reductions in payments of amounts previously earned, including through malus or clawback schemes.

A hard copy of the remuneration policy is available to customers on request, free of charge.

Regulatory framework, ESG criteria and risks relating to mutual funds

I. Regulatory framework

1- Warning
Past performance of the products presented on this site is not a reliable indicator of future performance. They are provided for information purposes only. Past performance should not, therefore, be the central factor in the subscriber’s investment decision. In particular, holders of units in venture capital funds are informed that, due to the rules governing the valuation of unlisted assets, the net asset value of the fund’s units may not reflect the potential of the assets in the portfolio over the life of the fund.
Subscribers to FIP or FCPI funds, which are categories of risky mutual funds, are reminded that they may be exposed to the risk of capital loss, due in particular to their investment in unlisted securities. Net asset values may rise or fall with market fluctuations.

2 – Disclaimer
The data on this website is provided for information purposes only and has no contractual value.
The www.inocapgestion.com website and all the data it contains are intended for information purposes only. It may be modified at any time. The information presented does not constitute:
– an offer of services or products,
– a proposal or an invitation to invest,
– a solicitation to buy or sell financial securities or any other investment product,
– a recommendation,
– a contractual element.
INOCAP Gestion declines all responsibility for any use that may be made of this information and for any consequences that may arise therefrom.

3 – Recommendation
Before any investment, the subscriber is asked to:
– Read the Fund’s Key Investor Information Document (DICI) and understand the nature, characteristics and risks of the proposed investment. The DICIs for the Funds presented are available on this website, on request from INOCAP Gestion (INOCAP Gestion – 19 Rue de Prony- 75017 PARIS) or on the AMF website (www.amf-france.org).
Validate the suitability of the investment for his or her financial situation, investment objectives and the risks he or she is prepared to accept. To do this, we recommend that you seek advice from any qualified person (tax advisor, independent asset management consultant, chartered accountant, etc.).
Please note the risk factors inherent in the Fund, as there is no guarantee that the Fund will achieve its performance objectives or that the sums invested will be recovered. Investors should therefore evaluate the following risks before investing in a Fund.

II. Risks relating to UCITS

You should be aware that the FCP’s risk profile is suitable for a minimum investment horizon of 5 years.

Discretionary risk:
The discretionary management style is based on anticipating market trends (equities, bonds). There is a risk that the Fund may not be invested in the best-performing markets or securities at all times.

Risk of capital loss:
The FCP offers no guarantee of performance or capital and may therefore present a risk of capital loss. The capital initially invested may not be fully returned.

Equity market risk:
At least 75% of the Fund’s assets are permanently exposed to the equity markets. Fluctuations in the equity markets may lead to significant variations in the FCP’s net assets, which may have a negative impact on its net asset value.

Small-cap market risk:
Investors should note that the Fund may be exposed to regulated micro and small-cap markets. Trading volumes on the stock market are low, and market movements are more pronounced and rapid, both upwards and downwards, than on mid- and large-cap markets. The proportion of shares listed on Alternext will not exceed 10% of the Fund’s assets.

Interest-rate and credit risk:
Up to 25% of the Fund’s assets may be exposed directly or via UCITS (up to 10% of the Fund’s assets) to interest-rate products. When interest rates rise, the net asset value of fixed-income products held in the portfolio falls. Rising interest rates may therefore cause the net asset value of the mutual fund to fall.
Credit risk corresponds to the risk that the issuer may not be able to meet its commitments, as well as to the downgrading of the issuer’s rating, which may have a negative impact on the net asset value of the mutual fund’s portfolio.

Convertible bond risk:
The FCP may invest in convertible bonds. The value of convertible bonds depends on several factors: the level of interest rates, changes in the price of the underlying shares, and changes in the price of the derivative embedded in the convertible bond. These various factors may lead to a fall in the FCP’s net asset value.

Currency risk:
The FCP portfolio may be exposed to non-euro currency risk up to 10% of its assets. This is the risk of a fall in the value of securities held against the portfolio’s reference currency, the euro.

III. Risks relating to FIAs

Guarantee or protection: The Funds do not benefit from any guarantee or protection.

Risk of capital loss:
This is the risk that the capital invested may not be fully returned. The Fund offers no guarantee of capital protection.

Listed equities risk:
If stock markets fall, the listed equities making up the Fund’s assets will also fall, resulting in a decline in the Fund’s net asset value.

Innovation risk:
The innovation encountered when acquiring stakes in potentially innovative companies may have little or no patent protection, and may not contribute to the commercial success of the innovative company.

Risk linked to the low liquidity of securities:
The Fund’s performance will depend on the management company’s ability to liquidate the Fund’s holdings in companies listed on unregulated markets, which do not offer the same liquidity as regulated markets. It should also be remembered that the market for unlisted companies is most often an over-the-counter market, which does not offer immediate liquidity, or which would not allow disposal at the price expected by the Fund, which may have a negative impact on the Fund’s performance.

Risk linked to the exact value of the portfolio:
The half-yearly net asset value reflects the situation of your holdings at a precise point in time, and does not constitute a guaranteed value in the event of the sale of all the Fund’s assets at the time of publication of the net asset value. Lack of liquidity and a poor estimate of the value of holdings 7 at the time of the Fund’s liquidation may influence the Fund’s final performance.

Interest-rate risk:
Interest-rate risk will be proportional to the proportion of assets with an underlying linked to interest-rate trends (e.g. bonds), and will cover a maximum of 100% of the Fund’s assets pending investment of the sums raised. The value of assets with an underlying linked to interest-rate trends may therefore fall if interest rates rise, which may lead to a fall in Net Asset Value.

Credit risk:
The credit risk will be proportional to the proportion of assets with an underlying linked to changes in interest rates, and will cover a maximum of 100% of the Fund’s assets pending investment of the sums raised. Credit risk may arise when an issuer is unable to meet its maturities, i.e. to pay coupons and repay principal at maturity. In the event of a credit risk, this will have a negative impact on the Fund’s performance.

Currency risk:
Currency risk is characterized by an allocation to assets outside the euro zone (in foreign currencies). If a currency falls against the euro, the net asset value may fall, it being understood that the currency risk will apply to a maximum of 100% of the Fund’s assets pending investment of the sums raised, and to 16% once the sums raised have been invested.

Risk linked to investment in emerging countries:
This risk will be proportional to the proportion of assets potentially invested in emerging countries. This proportion will remain below 5%. Nevertheless, in the event of a fall in the value of assets in these emerging countries, the Fund’s net asset value will fall.
Risk associated with investment in companies listed on a regulated market (maximum 20% of the Fund’s assets):
The management company may invest in dividend-paying companies in order to generate income for the Fund, potentially to the detriment of companies that may offer more attractive growth prospects but do not meet these criteria, with the result that the Fund’s performance will be reduced by this additional performance potential.

Unlisted equities risk:
The market for unlisted companies is usually an over-the-counter market that does not offer immediate liquidity, or which would not allow disposal at the price expected by the Fund, which could have a negative impact on the Fund’s performance.

Fee risk:
Subscribers’ attention is drawn to the high maximum fees to which this Fund is exposed. The profitability of the planned investment assumes a high performance. Depending on the composition of the Fund’s assets, performance may not be in line with the investor’s objectives.

IV. ESG (Environmental, Social and Governance) policy

In accordance with Article L.533-22-1 of the French Monetary and Financial Code, INOCAP Gestion is required to provide investors with information on how criteria relating to compliance with social, environmental and governance objectives are taken into account in their investment policy.

INOCAP Gestion is sensitive to environmental, social and governance issues. Within this framework, the main ESG criteria studied are the company’s overall policy, corporate governance, social policy and the environment.

However, these criteria are not discriminating factors in the choice of operations carried out. INOCAP Gestion does not simultaneously apply environmental, social and governance criteria in the investment policy of the UCITS and FIAs it manages.

INOCAP Gestion transmits information to unitholders through the funds’ annual reports.

The mutual funds concerned are : QUADRIGE FRANCE Smallcaps, QUADRIGE RENDEMENT France Midcaps, QUADRIGE EUROPE Midcaps and QUADRIGE MULTICAPS Europe

FIAs concerned: FCPI QI 2020, FCPI QI 2018, FCPI QI 2017, FCPI QI 2016, FCPI MADE IN France 2015, FCPI NOUVELLE France

INOCAP Gestion, a simplified joint stock company with share capital of €253,856, headquartered at 19 rue de Prony, 75017 Paris.

Registered with the RCS of Paris under number: B 500 207 873 –

APE Code: 6612Z

Intracommunity VAT number: FR69 500207873.

INOCAP Gestion is a management company approved by the Autorité des Marchés Financiers under number GP-07000051.