ESG Disclosure

ESG Disclosure

Corporate disclosure

Information in relation to Liberta Partners GmbH and Liberta Partners Management GmbH

Liberta Partners GmbH, (LEI: 391200MCXOCBLVX9P822) is a registered capital management company within the meaning of the German Capital Investment Code (Kapitalanlagegesetzbuch, “KAGB”) and publishes the following information in connection with the consideration of sustainability-related aspects pursuant to Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosure requirements in the financial services sector (“SFDR”).

Liberta Partners Management GmbH, (LEI: 3912000939SCA3RHZM58) is a registered capital management company within the meaning of the German Capital Investment Code (Kapitalanlagegesetzbuch, “KAGB”) and publishes the following information in connection with the consideration of sustainability-related aspects pursuant to Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosure requirements in the financial services sector (“SFDR”).

The following information applies to both Liberta Partners GmbH and Liberta Partners Management GmbH, collectively the “Liberta KVGs“.

The special AIFs managed by Liberta Partners GmbH and Liberta Partners Management GmbH focus their investments on spin-offs from corporate structures (carve-outs) and succession situations, irrespective of the sector, provided there is an opportunity to acquire a majority. Companies should have their headquarters in the DACH region (in exceptional cases also in neighbouring countries). If the target companies show clear development potential, investments can also be made in far-reaching restructuring situations.

The following information relates to the sustainability policy and the management and investment decision-making processes of the Liberta KVGs in general.

Article 3 of the SFDR: Strategies for dealing with sustainability risks

Information on the inclusion of sustainability risks

Liberta Partners GmbH and Liberta Partners Management GmbH incorporate sustainability risks into their investment decision-making processes, as well as into their ongoing management activities. “Sustainability risks” refer to environmental, social or governance events or conditions that could have an actual or potential material adverse effect on the value of the investment activities if they were to occur. The identification, assessment and management of material sustainability risks is an important part of the Liberta KVGs’ business.

In order to ensure responsible conduct, environmental, social and governance (ESG) standards are developed and corresponding processes and an ESG policy are implemented as part of Liberta KVGs’ strategy.

Investment decision

As part of the process of selecting new investment opportunities, Liberta KVGs will assess the sustainability factors of potential portfolio companies using a proprietary ESG scoring model. The information for this will be obtained by the Liberta KVGs through targeted ESG due diligence, review of relevant documentation, interviews with representatives of the potential portfolio companies and secondary analyses. The Liberta KVGs will thus obtain a comprehensive profile of the sustainability factors of the portfolio companies, systematically assess the sustainability risks on the basis of this profile and will develop an ESG sustainability plan for each portfolio company. The results of the ESG scoring model will be taken into account by the investment committees as part of the decision-making process.

Holding phase of portfolio companies

The Liberta KVGs pursue the goal of systematically developing the portfolio companies during the holding period and exploiting potential. To achieve this goal, the Liberta KVGs define a value development strategy for each portfolio company. One component of this strategy is the ESG sustainability plan. During the holding period of the portfolio companies, the progress of the ESG sustainability plan as well as the identified sustainability risks are regularly reviewed and assessed as part of the risk management process. The Liberta KVGs aim to implement the ESG Sustainability Plan for each portfolio company as it can have a positive impact on profitability.

Regular review of ESG activities

Liberta KVGs regularly review the procedures for incorporating sustainability risks to ensure that new risks and requirements are taken into account.

Other ESG activities of the Liberta KVGs

The Liberta KVGs were able to offset their annual CO² emissions with the service provider Climate Partner by supporting climate protection projects. Consequently, they are certified as a climate-neutral company. The Liberta KVGs regularly support social and sustainable projects and every employee volunteers several hours per year.

Article 4 of the SFDR: Transparency of adverse sustainability impacts at the company level

No consideration of adverse effects of investment decisions on sustainability factors

Article 4 of the Disclosure Regulation provides a framework to create transparency regarding any adverse impacts of investment decisions on sustainability factors (“Principle Adverse Impacts”; PAI). To this end, financial market participants such as Liberta KVGs must disclose certain information. Currently, the Liberta KVGs do not take into account any adverse impacts of investment decisions on sustainability factors as they consider that the information provided to it in relation to the investments is not sufficient to enable them to do so. The Liberta KVGs will monitor the development in the area of available information and consider whether it is possible in the future to disclose the information required by Article 4 of the Disclosure Regulation.

Article 5 of the SFDR: Transparency of the remuneration policy in connection with the consideration of sustainability risks

Information on the remuneration policy

As registered capital management companies, the Liberta KVGs do not have a remuneration guideline (remuneration policy) in accordance with the requirements of the KAGB. The remuneration of employees consists of a variable and fixed component in combination with topic-specific bonuses. Employees are encouraged to consider sustainability risks in investment decision processes using the ESG scoring model and to identify and assess sustainability risks during the holding phase of portfolio companies in accordance with the ESG sustainability plan. This is monitored by the managers and, where appropriate, taken into account when determining variable remuneration. The remuneration model for the fund management also receives a carried interest component, which motivates them to take sustainability risks into account, as these can have a negative impact on the value of the investments and thus on the return achieved.

The information on the remuneration policy presented above has been adjusted to provide a more detailed overview of the remuneration model applied.

Product-related disclosure

Information in relation to Liberta Partners Fund II GmbH & Co KG and Liberta Partners Fund III GmbH & Co KG

The following information relates to Liberta Partners Fund II GmbH & Co. KG and Liberta Partners Fund III GmbH & Co. KG respectively:

Sustainability-related disclosures

Liberta Partners Fund II GmbH & Co KG

These sustainability-related disclosures relate to the following financial product:	These sustainability-related disclosures relate to the following financial product:
Limited partner’s share in Liberta Partners Fund II GmbH & Co KG (the “Fund“)	Limited partnership interest in Liberta Partners Fund II GmbH & Co KG (the “Fund“)
The Fund is managed by Liberta Partners GmbH (“Management Company“) as external capital management company.	The Fund is managed by Liberta Partners GmbH (“Management Company“) as an external capital management company.
These sustainability-related disclosures include information on the environmental and social characteristics of the financial product in accordance with Article 10 of Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosure requirements in the financial services sector, which requires companies to disclose information on any environmental or social characteristics promoted by a financial product. This document aims to provide a description of these characteristics for the Fund, together with information on the methods used to assess, measure and monitor them.	This sustainability-related disclosure includes information relating to environmental and social characteristics of the financial product in accordance with the Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector (SFDR), which requires that firms publish information on any environmental or social characteristic that their products promote. This document is intended to provide a description of these features for this Fund, together with information on the methodologies used to assess, measure and monitor them.

Zusammenfassung / Summary

The Fund promotes environmental or social characteristics but does not use a benchmark to achieve this and does not make sustainable investments.	The Fund promotes environmental and social characteristics; however, it does not use a reference benchmark for the purpose of attaining this or make any sustainable investments.
The Fund will invest the vast majority of the capital raised in corporate investments (primarily majority shareholdings) in unlisted companies. In doing so, the Fund will apply an exclusion policy which excludes investments in companies operating in certain sectors as described in the Investment Strategy section below. The good governance practices of the companies invested in will be assessed through the due diligence process and internal procedures where available. The achievement of environmental and social characteristics is monitored through internal compliance screening and evaluation of data from third party sources.	The Fund will invest the capital provided by investors predominantly in equity investments (primarily majority interests) in unlisted companies. In doing so, the Fund will apply an Exclusion Policy which excludes investments in companies which are involved in certain activities as described in the Investment Strategy section below. Good governance practices of investee companies are assessed based on the due diligence process and internal procedures, where available. The attainment of the environmental and social characteristics is monitored through internal compliance screening and the evaluation of data from third-party sources.
The Fund uses the data disclosed to it in the due diligence process prior to its investment decision, as well as the information provided by the management of the portfolio companies, to ensure compliance with the exclusion policy. However, the Exclusion Policy only applies to direct activities of the Portfolio Companies and not to activities of their business partners. As a result, it is possible that activities that are inconsistent with the Exclusion Policy may be indirectly promoted.	The Fund uses the data disclosed to it in the due diligence process prior to its investment decision, as well as the information provided by the management of the portfolio companies, to ensure compliance with the Exclusion Policy. However, the Exclusion Policy only applies to direct activities of the portfolio companies and not to activities of their business partners. As a result, activities that are inconsistent with the Exclusion Policy may be indirectly promoted.
The Management Company has due diligence processes in place to ensure that investment decisions are made in the best interests of the Fund and its investors.	The Management Company has due diligence processes in place to ensure that investment decisions are made in the best interest of the Fund and its investors.
The Fund will actively engage with the management of portfolio companies to encourage the development of best practices to improve the integration of ESG concerns.	The Fund will actively engage with portfolio company management to encourage evolving best practices to improve their ESG considerations.

No sustainable investment target

This financial product advertises environmental or social features, but does not aim at sustainable investments.

Environmental or social characteristics of the financial product

The Fund may not acquire holdings in companies operating in the following sectors (“Exclusion List“):

Weapons or ammunition manufacture
Pornography and sexual services
Illegal narcotics
1. Investment strategy

The following describes the investment strategy to achieve the environmental and/or social characteristics promoted by the Fund.

The Fund will apply the Exclusion List in its investment decisions, which sets out which investments may not be made by the Fund. The Fund may not invest in companies if, based on a combination of third party and/or internal analysis, it has been determined that such companies or their affiliates are active in a sector covered by the exclusion list.

The management company assesses the good governance practices of the companies in which the fund invests with regard to a variety of factors such as management structures and decision-making, accountability to shareholders, remuneration structures, corporate culture, compliance with applicable laws and the absence of adverse events that could potentially have an adverse impact on the company’s financial returns. The assessment is made prior to the completion of the investment based on the documentation provided in the due diligence process. During the holding period, compliance with good corporate governance standards is monitored and assessed by the management company.

Allocation of investments

The Fund will invest the vast majority of the capital raised in participations (primarily majority participations) in unlisted companies (“Portfolio Companies“). The Fund is entitled to grant shareholder loans to the Portfolio Companies it holds. Investments in the companies included in the exclusion list may not be made. In addition, the Fund will hold a portion of the capital in bank deposits.

There is no commitment to sustainable investment for this financial product. Therefore, no specific asset allocation is currently planned with regard to sustainable investments. This does not preclude the possibility that sustainable investments may be made.

The Fund does not use derivatives to achieve the environmental and/or social characteristics promoted by the Fund.

Monitoring of environmental or social characteristics

The management company shall use internal procedures to verify compliance with the exclusion list and may rely on third party sources to provide data necessary for the analysis of the indicators for monitoring the mandatory environmental and social characteristics mentioned above.

Methods

The Fund will monitor on an ongoing basis, as well as prior to any acquisition of assets, whether the exclusion list is observed in its investments. This is done by monitoring the management of the portfolio companies and, in particular, through the due diligence process prior to the acquisition of corporate investments.

Data sources and processing

The Fund will use the data it collects in the due diligence process prior to the investment acquisition as well as the information provided by the management of the portfolio companies in order to achieve the environmental or social characteristics (compliance with the exclusion list) advertised with the financial product. As the majority shareholder of the portfolio companies, the Fund will ensure the provision of the information by the management. In the case of minority shareholdings, the portfolio companies will be contractually obliged to provide the information.

The management company has data quality checks and validation rules for the data used to measure the environmental or social characteristics. The management company has established procedures and controls to address identified data quality issues and continuously evaluates its processes to improve controls.

The management company relies on data from the portfolio companies and other third parties to implement the environmental and social characteristics that the fund promotes. No own estimation of data is made.

Limitations in terms of methods and data

The exclusion list refers only to portfolio companies and affiliated companies, but not to suppliers, customers, lenders and other business partners of the portfolio companies. Therefore, no data on the activities of the business partners is collected or assessed. As a result, it is possible that activities are indirectly promoted that are not compatible with the exclusion policy.

There can be no assurance that the data collected from the Portfolio Companies and other third parties will present a true and complete picture of the Portfolio Companies’ operations in all respects. Similarly, the ongoing business activities cannot be fully monitored at all times.

Duty of care

The Management Company shall ensure that the persons making investment decisions make investments with due care and in the best interests of the Fund and its investors (due diligence process). The Management Company regularly oversees and reviews the due diligence processes and procedures to ensure that the processes are effectively implemented by the persons making investment decisions. The Management Company has multiple sources of external data on companies to be invested in which, together with its own research, enables the persons making investment decisions to make an informed decision, including consideration of sustainability risks, before investing on behalf of the Fund. The Management Company carries out various checks before an investment decision is made and during the holding period to ensure that the Fund only invests in assets that are in line with the Fund’s investment objective and policy.

Participation policy

The Fund will actively engage with the management of portfolio companies in relation to ESG concerns through ongoing management monitoring, exercise of its shareholder rights and portfolio reviews in order to better understand how the companies are considering such issues and to encourage the development of best practices to improve the consideration of ESG concerns.

Appropriate measures may include meetings with management or discussions with supervisory bodies and employee representatives. The Fund intends to learn lessons from portfolio companies in relation to ESG concerns with a view to potentially applying them in other portfolio companies.

Determined reference value

A reference value for the achievement of the environmental and/or social characteristics promoted by the Fund has not been set.

Sustainability-related disclosures

Liberta Partners Fund III GmbH & Co KG

These sustainability-related disclosures relate to the following financial product:	These sustainability-related disclosures relate to the following financial product:
Limited partner’s share in Liberta Partners Fund III GmbH & Co KG(the “Fund“)	Limited partnership interest in Liberta Partners Fund III GmbH & Co KG(the “Fund“)
The Fund is managed by Liberta Partners Management GmbH (“Management Company“) as external capital management company.	The Fund is managed by Liberta Partners Management GmbH (“Management Company“) as an external capital management company.
These sustainability-related disclosures include information on the environmental and social characteristics of the financial product in accordance with Article 10 of Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosure requirements in the financial services sector, which requires companies to disclose information on any environmental or social characteristics promoted by a financial product. This document aims to provide a description of these characteristics for the Fund, together with information on the methods used to assess, measure and monitor them.	This sustainability-related disclosure includes information relating to environmental and social characteristics of the financial product in accordance with the Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector (SFDR), which requires that firms publish information on any environmental or social characteristic that their products promote. This document is intended to provide a description of these features for this Fund, together with information on the methodologies used to assess, measure and monitor them.

Zusammenfassung / Summary

The Fund promotes environmental or social characteristics but does not use a benchmark to achieve this and does not make sustainable investments.	The Fund promotes environmental and social characteristics; however, it does not use a reference benchmark for the purpose of attaining this or make any sustainable investments.
The Fund will invest the vast majority of the capital raised in corporate investments (primarily majority holdings) in unlisted companies. In doing so, the Fund will apply an exclusion policy which excludes investments in companies operating in certain sectors as described in the Investment Strategy section below. The good governance practices of the companies invested in will be assessed through the due diligence process and internal procedures where available. The achievement of environmental and social characteristics is monitored through internal compliance screening and the evaluation of data from third party sources.	The Fund will invest the capital provided by investors predominantly in equity investments (primarily majority interests) in unlisted companies. In doing so, the Fund will apply an Exclusion Policy which excludes investments in companies which are involved in certain activities as described in the Investment Strategy section below. Good governance practices of investee companies are assessed based on the due diligence process and internal procedures, where available. The attainment of the environmental and social characteristics is monitored through internal compliance screening and the evaluation of data from third-party sources.
The Fund uses the data disclosed to it in the due diligence process prior to its investment decision, as well as the information provided by the management of the portfolio companies, to ensure compliance with the exclusion policy. However, the Exclusion Policy only applies to direct activities of the Portfolio Companies and not to activities of their business partners. As a result, it is possible that activities that are inconsistent with the Exclusion Policy may be indirectly promoted.	The Fund uses the data disclosed to it in the due diligence process prior to its investment decision, as well as the information provided by the management of the portfolio companies, to ensure compliance with the Exclusion Policy. However, the Exclusion Policy only applies to direct activities of the portfolio companies and not to activities of their business partners. As a result, activities that are inconsistent with the Exclusion Policy may be indirectly promoted.
The Management Company has due diligence processes in place to ensure that investment decisions are made in the best interests of the Fund and its investors.	The Management Company has due diligence processes in place to ensure that investment decisions are made in the best interest of the Fund and its investors.
The Fund will actively engage with the management of portfolio companies to encourage the development of best practices to improve the integration of ESG concerns.	The Fund will actively engage with portfolio company management to encourage evolving best practices to improve their ESG considerations.

No sustainable investment target

This financial product advertises environmental or social features, but does not aim at sustainable investments.

Environmental or social characteristics of the financial product

The Fund may not acquire holdings in companies operating in the following sectors (“Exclusion List“):

Weapons or ammunition manufacture
Pornography and sexual services
Illegal narcotics
1. Investment strategy

The following describes the investment strategy to achieve the environmental and/or social characteristics promoted by the Fund.

Allocation of investments

The Fund does not use derivatives to achieve the environmental and/or social characteristics promoted by the Fund.

Monitoring of environmental or social characteristics

Methods

Data sources and processing

The Fund will use the data collected by it in the due diligence process prior to the investment acquisition as well as the information provided by the management of the portfolio companies in order to achieve the environmental or social characteristics advertised with the financial product (compliance with the exclusion list). As the majority shareholder of the portfolio companies, the Fund will ensure the provision of the information by the management. In the case of minority shareholdings, the portfolio companies will be contractually obliged to provide the information.

Limitations in terms of methods and data

Duty of care

Participation policy

Determined reference value

A reference value for the achievement of the environmental and/or social characteristics promoted by the Fund has not been set.

Last updated 16.06.2023