Legal notice

General information

Hi Inov S.A.S. is a management company approved by the French Financial Markets Authority (AMF) on February 21, 2012, under number GP-13000007. Autorité des marchés financiers 17, place de la Bourse – 75082 PARIS CEDEX 02 Tel : (+33 1) 53 45 60 00 – Fax : (+33 1) 53 45 61 00

Publishing, design and hosting

Publisher: : Hi Inov S.A.S. 30 Bis Rue Sainte Hélène 69002 LYON – France, Tel.: +33 (0)4 72 15 15 00 Legal representative: Pierre-Henri Dentressangle S.A.S. with share capital of €500,000 – Lyon Trade and Companies Register No. 755 525 385

Web design and creation:

La Quincaillerie – la-quincaillerie.fr

Front-end web development:

La Quincaillerie – la-quincaillerie.fr

Hosting:

Platform – 131 Bd de Sébastopol, 75002 Paris

Website content

The information included on the www.hiinov.com website is strictly provided for information purposes only; Hi Inov S.A.S. reserves the right to modify the content. This site is intended to provide the user with information on Hi Inov S.A.S., its business activities and investment solutions. The information published on this website shall under no circumstances be considered an offer of products or services under a Public Offering, or the prospecting or solicitation of clients or potential investors. The website content (text, images, sounds, graphics, downloadable documents, etc.) are the exclusive property of Hi Inov S.A.S. The website content (text, images, sounds, graphics, downloadable documents, etc.) are the exclusive property of Hi Inov S.A.S. Any full or partial use or reproduction of the website shall constitute infringement punishable by the French Intellectual Property Code.

Hyperlinks

Hyperlinks to other websites as well as their content shall under no circumstances whatsoever invoke the liability of Hi Inov SAS. Hi Inov SAS authorizes other websites to set up hyperlinks to its content. This authorization applies to every website, with the exception of websites publishing controversial, pornographic or xenophobic information, or information likely to offend the majority of people.

Intellectual property law

The website content (illustrations, text, photographs, etc.) constitutes original work protected in France by the French Intellectual Property Code and abroad by applicable local laws and international treaties.

By accessing the www.hiinov.com website, you agree to adhere to the French Intellectual Property Code and, more generally, to the international treaties and agreements comprising provisions relating to the protection of copyright, creations and models and/or marks. You also agree to refrain from reproducing or representing, in whole or in part, the data, articles, photos, illustrations, logos, etc. displayed on the website via any means or medium whatsoever, without express and prior written consent of Hi Inov. The same applies to translations. Similarly, you shall refrain from adding, via any means whatsoever, data, images, photos, etc. to the Hi Inov website that would modify or that would be liable to modify the content or appearance of the data, articles, photos, etc. displayed on the website.

Non-compliance with any of these intellectual property rights constitutes infringement punishable by Article L. 335-2 of the French Intellectual Property Code.

You shall be entitled to copy articles published on the www.hiinov.com website under the following circumstances only: for your own private, not-for-profit and/or informational use. You shall also be entitled to reproduce excerpts of the website for teaching, scientific, or information purposes, in accordance with Article L. 122-5 of the French Intellectual Property Code. Please be sure to cite your sources (www.hiinov.com) and the author’s name, if stated.

French Data Protection Law

Pursuant to the French Data Protection Law of January 6, 1978 no. 78-17, the information recorded is reserved for use by Hi Inov SAS and will not be disclosed to any third party under any circumstances.

In accordance with Articles 38 et seq. of Law no. 78-17, all users of the website having provided their personal data shall have a right of access, correction, modification, deletion or objection. You may exercise this right at any time by sending a letter to Hi Inov S.A.S. 30 Bis Rue Sainte Hélène 69002 LYON – France

Cookies

Cookies are stored on your computer during your visit to the website.

Cookies do not enable us to identify you: however, they record information relating to your computer’s browsing history on our website (the pages you have viewed, the date and time they were viewed, etc.) which we can access during your subsequent visits.

The retention period for this data in your computer varies depending on your browser settings.

We hereby inform you that you can prevent cookies being stored by setting up your browser as follows:

For Internet Explorer (8+) :

  1. Click on “Tools”, then select “Internet Options”.
  2. Click on the “Privacy” tab.
  3. Under “Settings”, slide the cursor to the top to block all cookies.

For Firefox :

  1. Click on the “Firefox” menu, then select “Options/Preferences”.
  2. Click on the “Privacy & Security” tab.
  3. Under “History” > “Firefox will”, select “Use custom settings for history”.
  4. Deselect “Accept cookies”.

For Chrome :

  1. Click on the “Chrome” menu, then select “Settings”.
  2. Click on “Advanced settings”.
  3. Under the “Privacy and security” section, click on “Content settings”.
  4. Under “Cookies”, select the “Block third-party cookies” box.

For Safari :

  1. Click on the “Safari” menu, then select “Preferences”.
  2. Click on the “Privacy” tab
  3. In the section “Block cookies and other website data”, select “Always” However, please note that access to certain services and sections of the Website may be altered or rendered impossible if cookies are deleted.

Liability

Hi Inov and, more generally, any service provider contributing to the design and online publication of the website shall not be held liable for any proven or alleged harm or loss resulting from or relating to the use of or trust in the content, goods or services available on this website or external sources, or due to the presence of a virus, Trojan horse or other intrusive or destructive parasites on these websites or external sources. Any hyperlinks included on the www.hiinov.com website directing users to other websites shall not invoke Hi Inov’s liability. The company has no control over external websites and sources, in particular with regard to information, advertising, etc. To set up a hyperlink to a page on the www.hiinov.com website, a prior written request for authorization must be sent to: Hi Inov S.A.S. 30 Bis Rue Sainte Hélène 69002 LYON – France

Hi Inov, which verifies the quality of the information sent, cannot be held liable for any accuracies, errors, or omissions with regard to such information. The company hereby undertakes to promptly correct any errors identified. Hi Inov reserves the right to correct and modify the website’s content without invoking its liability in this respect; in particular, Hi Inov may make improvements and /or changes to the product(s) and services described on the website.

To let us know about any potential errors or submit your comments regarding the functioning of the website, please contact us via the Website’s contact form.

Regulations

Policy for preventing and managing conflicts of interests

AMF General Regulation Book III Articles 313-18 through 313-28

Hi Inov hereby establishes and maintains in effect an efficient policy to manage conflicts of interest; it must be set out in writing and must be suited to its size, organization, nature, scale and the complexity of its business activities. Specifically, it must:

– Identify and state the various services and activities of the PMC, and the situations giving rise or liable to give rise to a conflict of interest.

> Prohibit or control the exchange of information between individuals carrying out activities involving a risk of a conflict of interest. > Distinct monitoring of individuals carrying out activities on behalf of clients that may have a conflict of interest. > Eliminate all economic ties between individuals that may have a conflict of interest. > Prohibit or restrict any person from exercising an inappropriate influence over the way in which a given person performs their activities. > Prohibit or control a person’s simultaneous or consecutive involvement in multiple investment services when such services would adversely affect the appropriate management of conflicts of interest.

– A register recording the services or activities liable to pose a conflict of interest must be kept and regularly maintained (every half-year of normal operations).

Application

The company has limited exposure to risks of conflicts of interest, as its only activities comprise the collective management of streamlined or contractual FCPRs (retail private equity investment funds) intended for professional clients and consulting services provided to companies, which are governed by an efficient system of procedures and internal controls.

The company performs no management on its own behalf; as a type 2 management company, it does not provide the service of receiving and transmitting orders, does not publish its own financial analysis as the analysis produced is only intended for managers.

Finally, we would point out that the PMC’s primary means of compensation consists of management fees. Managers’ compensation comprises a fixed portion and a variable bonus, depending on the PMC’s net profit. Managers receive no compensation in respect of the transactions carried out, which excludes unjustified portfolio rotations. Managers are eligible to subscribe to “carried interest”, which is not liable to give rise to a conflict of interest.

By its very construction, the PMC’s exposure to a risk of a conflict of interest is therefore limited. However, the management company has identified a certain number of potential conflicts of interest presented in a risk map (Appendix 1). This table serves as a basis for half-year controls and is updated annually.

Voting policy

The general voting policy consists in issuing a negative opinion against resolutions that are manifestly unfavorable to minority shareholders, such as the possibility of significantly increasing the share capital during periods of public tender offers, capital increases reserved for employees covering 5% or more of the capital or providing for a discount equal to or in excess of 10% in relation to the price. Votes for resolutions relating to: – an amendment to the bylaws; – the approval of the financial statements and the appropriation of earnings; – the appointment and removal of corporate bodies; – regulated agreements; – programs to issue and buy back shares; – the appointment of statutory auditors;

Hi Inov exercises its voting rights in consideration of recommendations issued by the Association Française de Gestion Financière (AFIC). The same goes for the detection, prevention and management of conflicts of interest liable to impact the free exercise of voting rights.

Every year, the RCCI (Compliance and Internal Control Officer) drafts, within four months following the balance sheet date, a report on how the company has exercised its voting rights.

HI INOV’s CSR POLICY

Corporate social responsibility policy 

The companies in which Hi Inov invests do not directly exercise any manufacturing or related activities likely to harm the environment or contribute to global warming.On the contrary, the portfolio investment activity, through the services and products offered to clients and tending to improve the efficiency of the organizations and processes implemented, usually makes a positive contribution to the general objectives set by the national public authorities and international organizations concerned, with regard to combating global warming and the protection of the environment. Furthermore, the company does not directly apply a policy of investment decisions based on environmental criteria.

Conversely, convinced that for any company, internal social harmony and balanced governance are decisive factors in long-term operational and financial performance, since January 1,2017, the company has formally implemented a strict investment selection policy founded on measurable corporate and governance-based criteria. This selective policy is nevertheless suited to the limited size of the target companies and to their operating specificities.

CSR policy criteria

 Corporate criteria

Compensation management

As part of its pre-investment research, Hi Inov performs an audit of compensation paid to teams of employees at the target company, specifically aiming to ensure equal pay between genders. If any discrepancies are identified, the target company is asked to resolve this issue.

Combating job insecurity

Each company in the portfolio is asked to limit the number of interns or apprentices to 1/3 of the total employee headcount. Where applicable, an employment consolidation plan aiming to reduce the number of any additional interns or apprentices must be proposed and implemented by the company or companies concerned, when they have the necessary funds.

The corporate audit performed by Hi Inov prior to making an investment includes research and due diligence regarding the compliance of all employment contracts entered into by thetarget company with applicable regulations on working time and compensation for overtime (and specifically resulting from the collective bargaining agreement binding on the target company). Where applicable, employment contracts are amended accordingly following this audit. The management company pays particular attention to the application of the “right to disconnect” by target companies with more than 50 employees.

Applicable statutory provisions regarding non-competition and intellectual property

Hi Inov ensures that the managed investments:

pay, when a patent is filed, an inventor bonus in accordance with statutory and regulatory requirements applicable to their employees eligible for such a bonus. Where applicable, when an investment is made, the company requires the retroactive payment of such inventor bonus in respect of patents filed previously;
compensate, by way of specific compensation pursuant to market practice, the non-compete clauses binding on certain employees. Equity incentives for employees of portfolio companies

Hi Inov ensures that stock option plans and founders’ warrants (BSPCE) include a portion in favor of non-executive employees at the companies concerned, under comparable conditions for exercising them, i.e. at least equivalent overall to those granted to executives (*). (*) this condition is assessed on the basis of the number of shares to which the stock option and BSPCE plans grant entitlement (under similar conditions of exercise)

Gender equality

Given the significant imbalance identified between men and women with regard to qualifications in the IT, communication and digital sectors, Hi Inov is unable to ensure equality in terms of the number of male and female staff at companies in which it invests.. This equality nevertheless remains one of the management company’s overall qualitative objectives.

 Governance Criteria

Appointment of independent directors

When making an investment, Hi Inov provides for the possibility of appointing at least one independent director with “entrepreneurial’ experience and skills, for each company in the portfolio. Whenever possible, Hi Inov encourages founders to appoint at least one woman to management and governance bodies;

Implementation of the CSR policy

The criteria thus defined are applied for all of the management company’s new investments. However, investing in a company that does not comply with one or more of the criteria adopted is possible, provided that the executives of such company formally commit to a plan to reduce the discrepancies identified. Furthermore, a compliance audit is carried out by Hi Inov on December 31 every calendar year, taking the form of a detailed questionnaire completed by the executives of each of the investments in the portfolio.Where applicable, executives of companies within the portfolio are asked to propose and implement the corrective measures deemed appropriate.

POSITION AT DECEMBER 31, 2019 At December 31, 2019, Hi Inov managed 17 active investments through its five funds, HI INOV 1, SNCF DV, HI INOV 2, SNCF DV2, HI INOV EVERGREEN. At this date, and on the basis of an equal weighting of the seven criteria taken into account, the average rating of the portfolio totaled 8.1/10. Four criteria in the company’s CSR policy were fulfilled by all of the investments in the portfolio (average : 9/10) : Compensation management, Combating job insecurity, Limitation of working time and employee access to their company’s capital. On the other hand, further progress must be made in terms of gender parity (6,9/10), non-competition clause (7,7/10) anf the composite of management and governance bodies where the total rating is 5,8/10. The lowest rating identified across the seventeen investments under review is 7.1/10. Two investments obtained the maximum rating of 10/10, the other companies follow very closely with scores between 7,9 and 9,3/10.

Client information regarding complaints handling

“Non-professional clients and UCITS unit-holders or shareholders may submit complaints free of charge to the investment services provider. Information on the complaints handling process is made available to non-professional clients and UCITS unit-holders or shareholders free of charge” (AMF GR Art. 313-8).

All complaints received by registered letter from unitholders will be forwarded to the RCCI, regardless of their nature and impact. Hi Inov S.A.S. hereby undertakes that a response shall be provided to all complaints within a reasonable and prompt timeframe:

– No more than ten business days as from receipt of the complaint to acknowledge receipt, unless the response itself is provided to the client within this period – No more than two months between the date the complaint is received and the date a response is sent to the client, except in duly justified special circumstances.

Complaints must be posted to the following address: Hi Inov S.A.S. 30 Bis Rue Sainte Hélène 69002 LYON – France

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Adresses
Offices
France

24/26, place de la Madeleine
75008 Paris

Germany

Gärtnerplatz 6
80469 Munich

Headquarters

30bis, rue Sainte-Hélène
69002 Lyon

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