SFDR
Sustainability-related disclosures pursuant to Regulation (EU) 2019/2088 (“SFDR”)
Date of publication: January 2022
Date of last update: June 2025
This disclosure ensures compliance with the EU 2019/2088, which refers to the Sustainable Finance Disclosure Regulation (‘SFDR’) and EU 2022/1288 to the Regulatory Technical Standards (‘RTS’), which provides detailed requirements of the SFDR.
Entity-related information
The following disclosure relates to Picus Capital Management GmbH (“Picus”), LEI: 529900SI0TSI24DM7349. Picus is an alternative investment fund manager within the meaning of the German Investment Code (Kapitalanlagegesetzbuch, KAGB) and as such publishes the following information:
1. Transparency of sustainability risk policies (EU 2019/2088 – 3-1)
2. Statement of Principal Adverse Impacts on Investment Decisionson Sustainability Factors (EU 2019/2088 – 4) and Transparency of adverse sustainability impacts (EU 2019/2088 – 4-1-b)
3. Transparency of Remuneration Policies in relation to the Integration of Sustainability Risks (EU 2019/2088 – 5)
I. Transparency of sustainability risk policies
Picus considers sustainability risks as part of its investment decision-making process. Sustainability risks are environmental, social or governance events or conditions, the occurrence of which could have an actual or potential material adverse effect on the value of the investment. Picus considers sustainability risks as part of its due diligence process prior to any investment. This also includes an assessment of sustainability risks. Such assessment is being conducted through an informal process as appropriate in light of the circumstances of the individual case. The results of such assessment are taken into account when the investment decision is being taken. However, Picus remains free in its decision to refrain from investing or to invest despite sustainability risks, in which case Picus can also apply measures to reduce or mitigate any sustainability risks. At all times, Picus will apply the principle of proportionality taking due account of the strategic relevance of an investment as well as its transactional context.
II. Statement of Principal Adverse Impacts on investment decisions on sustainability factors and transparency of adverse sustainability impacts
Picus does not consider principal adverse impacts of its investment decisions on sustainability factors and, hence, does not use the sustainability indicators listed in Annex I of the RTS to identify and assess potential adverse impacts, nor report on them annually. Sustainability factors are environmental, social and employee concerns, respect for human rights and the fight against corruption and bribery.
As the SFDR and the accompanying RTS are relatively new legislative frameworks, there is limited or no practical experience with the application of their provisions, particularly in relation to the Venture Capital asset class. Therefore, substantial legal uncertainties would remain when applying those provisions to the strategies pursued by Picus. What is more, the burden associated with considering adverse impacts on sustainability factors (particularly if sustainability indicators are used) is disproportionate in light of the very limited relevance that such impacts could have in the context of Picus investment strategy: Picus pursues an active venture capital strategy and invests mainly in start-ups with a software and technology driven business model located mainly in the European Union and partly in the US and other countries. As a result of the business and geographic focus (digital business models in mostly highly regulated jurisdictions), Picus investment decisions are rather unlikely to have severe adverse impacts on sustainability factors. Moreover, the Fund will only hold minority interests in its portfolio companies. Such minority interests are, however, generally not sufficient to exert influence on the Fund’s portfolio companies and to encourage them to collect and provide the relevant data.
If and to the extent that the legal uncertainties will be resolved and a practicable market and administrative practice will evolve in this regard, Picus will re-evaluate considering principal adverse impacts of its investment decisions in due course. In the meantime, Picus remains free in its decision to use part of the sustainable indicators listed in Annex I of the RTS and/or an own set of indicators.
The present statement on PAI on sustainability factors covers the reference period from 1 January 2025 to 31 December 2025.
III. Transparency of remuneration policies in relation to the integration of sustainability risks
As a registered alternative investment fund manager within the meaning of section 2 (4) of the German Investment Code (Kapitalanlagegesetzbuch, “KAGB”), Picus does not have and does not need to have a remuneration guideline or policy in accordance with the requirements of the KAGB.
This exemption, however, does not affect our commitment to a fair and transparent remuneration. Our approach to compensation is rooted in principles of equity and fairness. We ensure that pay decisions are free from bias and based on objective factors such as job responsibilities, experience, performance, and market competitiveness.
Sustainability-related disclosures (Article 8 SFDR)
The following disclosure relates to the Financial Product, Picus Venture Fund II GmbH & Co. KG (the “Fund” / der “Fonds”) LEI: 529900EBR1WAUDTJL012.
Summary
Picus has categorized the Fund as an Article 8 SFDR fund that considers certain environmental and/or social (“E/S”) characteristics, but does not have as its objective a sustainable investment. The characteristics include, environmental and social characteristics of portfolio companies assessed with reference to the UN Sustainable Development Goals, diverse representation across the workforce and leadership, and negative screening in accordance with exclusion list. No reference benchmark has been designated to attain the E/S characteristics considered by the Fund.
In the FY24 reporting period, all portfolio companies submitted data to the best of their ability. 11 out of 12 companies had a business activity aligned with at least one UN SDG, 100% of companies passed the negative screening criteria, and 9 out of 12 reporting portfolio companies achieved a diversity score across the workforce and leadership of 46.5%.
Zusammenfassung
Picus hat den Fonds als Artikel-8-SFDR-Fonds eingestuft, der bestimmte ökologische und/oder soziale („E/S”) Merkmale berücksichtigt, jedoch kein nachhaltiges Investment als primäres Ziel verfolgt. Zu den berücksichtigten Merkmalen zählen die Beurteilung der ökologischen und sozialen Merkmale von Portfoliounternehmen anhand der Ziele der Vereinten Nationen für nachhaltige Entwicklung („UN SDG“), die Diversität in der Belegschaft und auf Führungsebene sowie die Negativprüfung gemäß der Ausschlusskriterien. Es wurde keine Referenzbenchmark festgelegt, um die vom Fonds berücksichtigten E/S-Merkmale zu erreichen.
Im Berichtszeitraum FY24 haben alle Portfoliounternehmen ihre Daten nach bestem Wissen und Gewissen übermittelt. 11 von 12 Unternehmen wiesen eine Geschäftstätigkeit auf, die mit mindestens einem der UN-Nachhaltigkeitsziele übereinstimmt, 100 % der Unternehmen erfüllten die Negativscreeningkriterien, und 9 von 12 berichtenden Portfoliounternehmen erzielten einen Diversitätsscore über die Belegschaft und Führungsebene von 46,5 %.
No sustainable investment objective
The Fund promotes E/S characteristics, but does not have as its objective sustainable investment.
Environmental or social characteristics of the financial product
The Fund promotes the following E/S characteristics:
Environmental and social characteristics of portfolio companies assessed with reference to the UN Sustainable Development Goals
To be assessed as exhibiting E/S characteristics, a portfolio company’s principal business activity must demonstrate outcomes that are captured by at least one of the 17 UN SDGs.
Diverse representation across the workforce and leadership
The Fund monitors the social characteristics of portfolio companies with respect to diversity across the workforce and leadership, including gender representation at board and C-suite level and broader workforce diversity across socio-economic background, race, and LGBTQ+ inclusion.
Negative screening in accordance with exclusion list
The Fund shall not invest, guarantee or otherwise provide financial or other support, directly or indirectly, to companies, including portfolio companies, or other entities predominantly active in:
a) Performing research and innovation activities considered as illegal according to the applicable legislation in the country of the portfolio company.
b) Any illegal economic activity (i.e., any production, trade or other activity, which is illegal under the laws or regulations applicable to the Fund or the relevant portfolio company, including without limitation, human cloning for reproduction purposes);
c) The production of, and trade in, tobacco;
d) The financing and production of, and trade in, weapons and ammunition of any kind;
e) Pornography & prostitution industry;
Investment strategy
The purpose of the Fund is to build, hold and manage (including to divest) a portfolio of equity and equity-related investments in portfolio companies. The Fund has a technology and software driven focus; it will not focus on a specific industrial sector. The Fund intends to make its initial investments in the early to mid-stage, i.e. predominantely Series A to B rounds, but may, in exceptional cases, also invest in earlier or later stages.
Policy to assess good governance practices of the investee companies
Good governance practices are assessed through an informal process as appropriate in light of the circumstances of each individual case. Such practices include, in particular, sound management structures, employee relations, remuneration of staff and tax compliance within the portfolio companies. Moreover, the Fund will conduct regular monitoring of the good governance practices in its portfolio companies during the holding period. If the Fund becomes aware of severe governance issues, it will investigate them and work with all parties involved to find an appropriate solution.
Proportion of investments
The Fund will invest fully in line with its investment strategy and investment restrictions, but may invest upto 10% of the invested capital in portfolio companies that do not directly contribute to the E/S objectives. The Fund does not make and does not intend to make sustainable investments within the meaning of article 2 no. 17 SFDR or environmentally sustainable investments within the meaning of Art. 3 Taxonomy; hence, no portion of its investments will be aligned with the Taxonomy.
Monitoring of environmental or social characteristics
The Fund has an increased awareness on the impact of E/S characteristics on risk management and thus on the value potential of investments. In order to monitor the E/S characteristics promoted by the Fund, the Fund consults with the portfolio companies in regular intervals and will carry out further checks in order to identify potential issues with such characteristics. Moreover, the Fund obtains further information in reports from its portfolio companies where possible and specified in the SHA with the respective company. Therefore, the Fund monitors compliance with its E/S characteristics on an ongoing basis. External monitoring mechanisms are not in place.
Methodologies for environmental or social characteristics
The Fund applies qualitative and quantative assessments with regard to its E/S characteristics and investment exclusions.
The Fund conducts an initial assessment in the course of its due diligence. Based on the results of such assessment the Fund identifies during its investment decision-making process whether the E/S characteristics promoted by the Fund are met. During the holding period, the Fund monitors and consults with its portfolio companies in order to assess whether the characteristics are continuously being met.
Data sources and processing
In order to assess each of the E/S characteristics considered by the Fund, an ESG due diligence checklist is completed for each (potential) portfolio company prior to investment. The checklist is completed by a legal advisor and the investment team, not the company itself. Following investment, portfolio companies are expected to complete the Fund’s annual ESG questionnaire, which captures standardised ESG data for monitoring purposes, where specified in the SHA. The Fund also relies on publicly available data to continuously check the compliance with its investment exclusions. Where data is unavailable, it is estimated or supplemented by information publicly available. Internal or external verification of the information obtained will be carried out where misrepresentations are suspected.
Limitations to methodologies and data
Data collected from (potential) portfolio companies via the ESG due diligence checklist, and annual data submitted by portfolio companies, is gathered on a best-effort basis, and is subject to internal or external verification only where misrepresentations are suspected. As such, it cannot be ruled out that false information may remain undetected in certain cases. As the Fund’s investments are made for several years, the Fund considers it a priority to establish and maintain a trustful working relationship with its portfolio companies in order to ensure compliance with the E/S characteristics considered by the Fund. No further limitations with regard to data accuracy or reliability are apparent at this time.
Due diligence
An initial assessment of how an investment relates to the E/S characteristics promoted by the Fund and its investment exclusions is carried out as part of the due diligence process using a checklist and, where required based on the inherent ESG risk of the portfolio company, through an enhanced analysis. As a rule, purely qualitative statements of an environmental or social nature or relating to corporate governance are requested from the portfolio companies and then taken into account in the investment decision-making process. An internal or external review or verification of the information obtained will only be carried out if misrepresentations are suspected.
Engagement policies
Engagement is, in general, not part of the environmental or social investment strategy of the Fund. However, should the Fund determine any potential issues relating to the E/S characteristics promoted by the Fund or other ESG-related controversies in their portfolio companies, the Fund may engage the respective portfolio companies in discussions in order to resolve, reduce or mitigate any adverse effects. Yet, it remains at the sole discretion of the Fund to determine which efforts are appropriate and proportionate in light of the size and strategic importance of the respective portfolio company as well as the transactional context.
Designated reference benchmark
No index has been designated as a reference benchmark to meet the E/S characteristics promoted by the Fund.