Disclosures required under Regulation of the European Parliament and of the Council on sustainable-related disclosures in the financial services sector (EU) 2019/2088

Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector, as amended (SFDR) requires a financial market participant to publish and maintain on its website certain disclosures in relation to:

1. its policies on the integration of sustainability risks in its investment decision-making process (Article 3 of SFDR);

2. the consideration or not of principal adverse impacts (PAIs) on sustainability factors in its investment decision-making process, including whether it considers PAIs, a statement on due diligence policies with respects to those impacts and, if it does not consider PAIs, clear reasons why it does not do so (Article 4 of SFDR); and

3. how its remuneration policies are consistent with the integration of sustainability risks (Article 5 of SFDR).

212 Management III S.à r.l. (the AIFM) is a Luxembourg-based registered alternative investment fund manager within the meaning of article 3(2)(b) of Directive 2011/61/EU of 8 June 2011 on alternative investment fund managers, as amended (AIFMD) and qualifies as a financial market participant under SFDR.

1. Integration of sustainability risks (Article 3 of SFDR)

General overview

Under Article 3 of SFDR, the AIFM is required to disclose on its website the manner in which sustainability risks are integrated into its investment decision process. A Sustainability Risk is an environmental, social or governance event, or the condition that, if it occurs, could cause an actual or a potential material negative impact on the value of one or more investments and potentially a total loss of its value. A Sustainability Risk can either present a risk on its own or can have an impact on other risks, such as market risks, operational risks or counterparty risks.

Environmental risks

Environmental risks pertain to events or conditions in the natural environment that can impact the value of assets held by the funds managed by the AIFM. These risks can originate from the underlying investee company itself, its affiliates, its supply chain, and may also be specific to certain economic sectors, geographic locations, or political regions. The potential impact of environmental risks on the utility and value of investments is multifaceted and can include, but is not limited to, climate change risks which tend to occur into three (3) different ways:

1. Physical risks which relate to damage caused to target assets from extreme weather events caused by climate change, such as floods, droughts, fires, earthquakes or other natural events.

2. Transition risks, also intended as policy risks, which arise from efforts to address climate change and the transition to a greener, low-carbon economy and are based on the carbon intensity of the assets as well as an estimate of the potential costs of meeting carbon-reduction targets.

3. Litigation risks which relate to legal risks, such as the risk of litigation for failing to avoid or minimize adverse impacts on the climate or failing to adapt to climate change.

Social risks

Social risks may be internal or external to a company and may be associated with and arise in respect of underlying portfolio companies in which the funds managed by the AIFM may have direct or indirect exposure, including their affiliates, employees, supply chain, local communities, and/or customers. Social risks that may affect the utility and value of investments may include, for example, modern slavery, human rights violations, use of child labour, health and safety of employees and fines or other regulatory sanctions, investigations and/or litigation in relation to human capital considerations.

Governance

Governance risk pertains to the quality, effectiveness, and processes involved in the oversight of the day-to-day management of the underlying portfolio companies in which the funds managed by the AIFM may have direct or indirect exposure. These risks can emerge from various aspects of the underlying portfolio company, including its board and management team, its affiliates, or its supply chain. Governance risks that may impact the utility and value of investments include, but are not limited to, the effectiveness of an underlying portfolio company’s controls to detect and prevent bribery and corruption or the presence of appropriate and effective safeguards for health and safety risks for employees.

Manners in which Sustainability Risks are considered in the content of the AIFM’s investment decision

The AIFM, together with an investment adviser (if any) (the Investment Adviser), consider and identify relevant and material risks as part of its investment due diligence and investment decision-making process. This includes a consideration of Sustainability Risks which are are assessed alongside other risks to the extent considered relevant and material for a particular investment. The results of such assessment are taken into account when the investment decision is being taken. This does not mean that all Sustainability Risks will be relevant in relation to each potential investment. The relevance and materiality of such matters will depend on a range of factors, including the nature of the investment, the likelihood of the Sustainability Risks arising and the likely scope and scale of impact. As such, whilst the AIFM and the Investment Adviser attach importance to Sustainability Risks during the research and due diligence process, these risks are not afforded the most weight, nor are they determinative, in considering whether to proceed with an investment or not. Rather, they are considered in an integrated way together with other risks.

2. Principal adverse impacts statement (Article of 4 SFDR)

SFDR requires the AIFM to make a "comply or explain" decision as to whether the AIFM considers the principal adverse impacts (PAIs) that its investment decisions on sustainability factors. Sustainability factors are defined under SFDR as environmental, social and employee matters, respect for human rights, anti- corruption and anti-bribery matters.

The AIFM is not currently required to consider PAIs on sustainability factors pursuant to Article 4(3) SFDR as it has fewer than 500 employees (whether on an individual or, where applicable, consolidated basis).

The AIFM does not currently consider the PAIs of its investment decisions on sustainability factors. In reaching this decision, the AIFM has taken into account the nature, scale and complexity of its activities, including the fact that the fund it manages principally invests in early-stage venture capital opportunities. The main reasons for not considering PAIs are the AIFM's concerns regarding the current availability of relevant sustainability data and the lack of data of sufficient quality, consistency and comparability to enable the assessment of principal adverse impacts in a reliable and systematic manner. In addition, the costs associated with obtaining and maintaining the data necessary to comply with the PAI reporting requirements would be disproportionate having regard to the nature and scale of the AIFM's activities. The AIFM will keep this position under periodic review and may elect to consider PAIs in the future as market practice develops and the availability, quality and comparability of relevant sustainability data improve.

3. Remuneration (Article of 5 SFDR)

The AIFM is registered as an alternative investment fund manager and is not required under applicable law to establish or maintain a remuneration policy. Accordingly, the AIFM does not currently maintain a formal remuneration policy and has therefore not adopted specific arrangements regarding the integration of sustainability risks into remuneration arrangements.