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Regulatory Information

Policies applicable to funds managed by Wagram Fund Services – June 2026

1. Complaints Handling Policy

Regulatory framework

This policy has been prepared in accordance with Articles 318-10 and 321-40 of the General Regulation of the Autorité des Marchés Financiers, hereinafter the “AMF”, and AMF Instruction No. 2017-07. It is intended to describe the procedures for recording, handling and analysing complaints submitted by clients of Wagram Fund Services, hereinafter the “Company”

Definition

A complaint is a statement by which a client formally records their dissatisfaction with Wagram Fund Services.

A request for information, advice, clarification, service or performance does not constitute a complaint within the meaning of this policy.

Internal channels of recourse

In the event of any difficulty or disagreement relating to a service provided by Wagram Fund Services, the client may first contact their usual contact person and/or that person’s management.

If the matter is not resolved satisfactorily, the complaint may be addressed directly to the Compliance and Internal Control Officer, the RCCI, of Wagram Fund Services through the following channels:

By post, for the attention of the RCCI at the registered office of Wagram Fund Services By email: sebastien.peru@wagram-fs.com By telephone: +33 6 31 26 27 19 Orally, during an in-person meeting with the RCCI

To ensure that their complaint has been duly received, the client is advised to request an acknowledgement of receipt.

Processing timeframes

Wagram Fund Services undertakes to process any complaint as promptly as possible from the date of receipt:

Acknowledgement of receipt: within a maximum period of thirty (30) business days from receipt of the complaint, unless a full response has been provided within that same period.

Final response: within a maximum period of three (3) months from the date on which the complaint was sent by the client, except in duly justified special circumstances.

The RCCI of Wagram Fund Services is responsible for centralising, monitoring and coordinating the handling of complaints in conjunction with the relevant operational teams.

External recourse – Mediation

If the client is dissatisfied with the outcome of the complaint handling process, or if the dispute remains unresolved, the client may refer the matter to the AMF Ombudsman: Online: https://www.amf-france.org/fr/le-mediateur By post: Autorité des Marchés Financiers – For the attention of the Ombudsman – 17 place de la Bourse, 75082 Paris Cedex 02, France

Referral to the AMF Ombudsman is free of charge. The mediation request form and the Mediation Charter are available on the AMF website. Please note that recourse to mediation is final once initiated.

2. Shareholder Engagement Policy

Regulatory framework

The European Shareholder Rights Directive, Directive (EU) 2017/828, requires portfolio management companies to pThe European Shareholder Rights Directive, Directive (EU) 2017/828, requires portfolio management companies to prepare and publish a shareholder engagement policy describing how they integrate their role as shareholders into their investment strategy, in accordance with:

  • Directive (EU) 2017/828 of 17 May 2017, known as the “Shareholder Rights Directive”
  • French Monetary and Financial Code, Articles L.533-22 and R.533-16
  • AIFM Directive 2011/61/EU and its implementing framework under French law

In this context, Wagram Fund Services has formalised this policy, which applies to all funds it manages that invest in equity securities, unlisted securities representing the very large majority of investments made.

Exercise of voting rights

Wagram Fund Services exercises the voting rights attached to securities held in the portfolios of the funds it manages, without applying any minimum holding threshold, in the exclusive interest of the unitholders.

For unlisted companies, which represent the majority of investments made by the funds managed by Wagram Fund Services, a member of the management team attends general meetings, either in person or by videoconference. Participation by correspondence or proxy is permitted where attendance is not possible.

Particular attention is paid to resolutions that may have a strategic impact on the life of the company, including amendments to the articles of association, approval of the financial statements, appointment or removal of corporate officers, authorisation and approval of related-party agreements, share capital transactions, appointment of statutory auditors, and similar matters.

Dialogue with portfolio companies

Wagram Fund Services’ shareholder engagement is based on ongoing dialogue with the companies in which the managed funds are invested. Discussions cover strategy, financial performance, macroeconomic risks, environmental, social and governance, ESG, matters, situations involving conflicts of interest, and other relevant topics.

Cooperation with other shareholders

Wagram Fund Services may, on a case-by-case basis, participate in collective engagement initiatives with other shareholders or co-investors, particularly where such initiatives are intended to improve or defend the interests of minority shareholders and the ESG practices of portfolio companies.

Annual report

Each year, within six months of the end of its financial year, Wagram Fund Services publishes on its website a report on the implementation of this shareholder engagement policy, including in particular:

  • A general description of how voting rights were exercised during the previous year
  • An explanation of the choices made on the most significant votes
  • The direction of votes cast at general meetings
  • Where applicable, information on the use of proxy advisers

This policy is reviewed and updated as necessary by Wagram Fund Services.

3. Remuneration Policy

Regulatory framework

The remuneration policy of Wagram Fund Services has been prepared in accordance with the requirements of the AIFM Directive, Directive 2011/61/EU of 8 June 2011, ESMA guidelines and AMF doctrine.

In accordance with its AMF authorisation, Wagram Fund Services applies the principle of proportionality. This position will be reviewed regularly to ensure that it remains consistent with regulatory developments and the situation of the Company.

Key principles

The remuneration policy is based on two fundamental principles:

  • Alignment of interests: the policy seeks to align the interests of the Company’s directors and employees with those of the managed funds and their unitholders.
  • Risk control: the remuneration policy must not encourage excessive risk-taking or risk-taking that is incompatible with the investment policies of the funds managed by Wagram Fund Services.

Remuneration structure

Employees of Wagram Fund Services receive:

  • Fixed annual remuneration, comprising salary and benefits, determined according to each employee’s level of responsibility, skills and experience.
  • Discretionary variable remuneration, taking into account the performance of Wagram Fund Services and compliance with internal policies, particularly in light of the principle of proportionality.

The variable component is determined in such a way as not to create an incentive to take risks that are incompatible with the risk profiles of the managed funds.

Governance

The remuneration policy is approved and supervised by the management of Wagram Fund Services and is reviewed annually, taking into account the Company’s performance, regulatory developments and market practices.

A copy is available on request from the Company’s RCCI.

4. Sustainability Risk Integration Policy

Regulatory framework

This policy has been prepared pursuant to Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector, known as the “SFDR”, and in particular Article 3 thereof relating to the transparency of sustainability risk policies.

Definition of sustainability risk

Within the meaning of the SFDR, sustainability risk means an environmental, social or governance, ESG, event or condition which, if it occurred, could have an actual or potential material negative impact on the value of an investment.

Integration into the investment process

In accordance with the regulations of the funds concerned by Articles 6 to 9 of the SFDR, Wagram Fund Services takes In accordance with the regulations of the funds concerned by Articles 6 to 9 of the SFDR, Wagram Fund Services takes sustainability risks into account throughout its investment decision-making process.

This integration is reflected in particular through:

  • The analysis of ESG factors as a component of the overall assessment of the risk/return profile of each investment opportunity.
  • Regular monitoring of portfolio companies’ ESG practices throughout the holding period, through formal and informal exchanges with the management teams of portfolio companies.

Wagram Fund Services reports on compliance with its obligations under the SFDR through the reporting it produces on a fund-by-fund basis.

Integration into risk management

Sustainability risks are integrated into the overall risk management framework of Wagram Fund Services. They are taken into account in the mapping of operational and financial risks of the managed funds and are subject to ongoing monitoring by the management team.

Wagram Fund Services considers that sustainability risks, particularly climate and governance risks, may have a material impact on the long-term performance of investments made in unlisted companies.

Statement on principal adverse impacts, PAI

Pursuant to Article 4 of the SFDR, Wagram Fund Services states that, at this stage, it does not take into account the principal adverse impacts of investment decisions on sustainability factors as defined by the regulations.

This position reflects the size and stage of development of the Company, as well as the nature of the assets managed within private equity funds invested in unlisted companies.

Wagram Fund Services is closely monitoring regulatory developments in this area and reserves the right to review this position as the regulatory framework becomes more established.

5. Best Selection and Best Execution Policy

Regulatory framework

Pursuant to the provisions of MiFID II, Directive 2014/65/EU, and its implementing texts, Wagram Fund Services has established a best selection policy for the intermediaries it uses in connection with the management of the funds for which it acts as manager.

Scope of application

Given its activity in funds investing in unlisted companies, Wagram Fund Services does not directly execute market orders on behalf of the managed funds. This policy relates exclusively to the selection of financial intermediaries, brokers and investment service providers, to which Wagram Fund Services may delegate order execution, and not to execution itself, in the context of delisting transactions and/or initial public offerings of unlisted companies held in portfolio.

Selection criteria

Intermediaries are selected independently, in the exclusive interest of the unitholders. The selection is based on a combination of qualitative and quantitative criteria:

Qualitative criteria: reputation, financial strength, level of expertise, responsiveness of teams, quality of client service, compliance with applicable regulatory and ethical obligations.

Quantitative criteria: fee conditions, human and technical resources deployed, ability to process the relevant financial instruments, including unlisted securities and co-investments.

The selection takes into account the nature of the assets managed by Wagram Fund Services, primarily equity securities of unlisted companies, which involve specific execution and custody arrangements.

Assessment and review

A formal assessment of selected intermediaries is carried out at least once a year. This assessment may lead to changes to the list of approved service providers if the selection criteria are no longer satisfied.

The best selection policy is available on request from the RCCI of Wagram Fund Services.

6. Policy for the Prevention and Management of Conflicts of Interest

Regulatory framework

In accordance with Articles 318-12 to 318-15 of the AMF General Regulation, and pursuant to the principles set out in MiFID II, Directive 2014/65/EU, and the AIFM Directive, Directive 2011/61/EU, Wagram Fund Services has prepared a policy for the prevention and management of conflicts of interest that is appropriate to its size, organisation, and the nature and complexity of its activities.

The purpose of this policy is to prevent, identify and manage situations involving conflicts of interest that could adversely affect the interests of its clients and unitholders. It has been approved by the supervisory authority and is available on simple request from the registered office of Wagram Fund Services.

Definition

A conflict of interest means any situation in which the judgement or decision-making power of a person, company or organisation may be influenced or impaired, in terms of independence or integrity, by personal considerations or by pressure exerted by a third party.

In general, a conflict of interest may exist whenever a situation risks adversely affecting the interests of a client.

Conflicts of interest may arise, in particular, in situations where Wagram Fund Services, one of its employees or any person directly or indirectly linked to Wagram Fund Services, including service providers and delegates :

  • May make a financial gain or avoid a financial loss at the expense of another party;
  • Has an interest in the outcome of an activity provided to a third party or of a transaction carried out on behalf of a third party, which is distinct from the third party’s interest in that outcome;
  • Has a financial or other incentive to favour the interests of one third party or group over those of another third party;
  • Carries out the same activities as the third party; and/or
  • Receives, or will receive, from a person other than the third party, an inducement in relation to a service provided to the third party, in the form of money, goods or services, other than the standard fee for that service and which has been appropriately disclosed to the third party.

Prévention

The prevention of conflicts of interest is based in particular on (i) the Company’s Conflicts of Interest Policy, (ii) the legal documentation of the funds managed by the Company, (iii) the AMF General Regulation and (iv) best practices derived from the code of ethics applicable to management companies that are members of France Invest.

Wagram Fund Services will incorporate these provisions into its own code of ethics and conduct, provided to each employee or corporate officer upon joining the Company. These provisions will be communicated to all employees upon recruitment and/or whenever the code is updated.

In this context, Wagram Fund Services takes all reasonable measures to identify conflicts of interest arising in the management of AIFs between:

  • Wagram Fund Services, including its staff or any person directly or indirectly linked to the Company by a relationship of control, and the Fund or the investors in that Fund;
  • The Fund or the investors in that Fund and another Fund or the investors in that other Fund;
  • The Fund or the investors in that Fund and another client of Wagram Fund Services;
  • Two or more clients, whether current, former or potential, of Wagram Fund Services;
  • Two or more service providers/delegates, whether current, former or potential, of the Company, or between such delegate or delegates and the Fund, client of Wagram Fund Services as AIFM;
  • Wagram Fund Services and a client where the Company carries out activities as defined in the AIFM Directive.

These provisions are intended to ensure the independence of management decisions and the primacy of unitholders’ interests in all transactions carried out by Wagram Fund Services.

Détection

With a view to preventing conflicts of interest, the Company’s RCCI is systematically involved in the work carried out by the investment committee of Wagram Fund Services, particularly during investment, divestment, capital call, transfer of units and distribution of assets phases, in order to identify any potential conflict of interest.

Prior to the launch of new products, any new activity or any investment in a new type of asset, the investment committee will also seek the opinion of the RCCI through an ad hoc committee designed to prevent any situation that could give rise to conflicts of interest.

Wagram Fund Services has also established a mapping of potential conflicts of interest, identifying the types of situations, activities or transactions likely to generate conflicts, the associated risks and the procedures put in place to manage them in relation to potential conflict-of-interest situations :

  • Fund management and independence of investment decisions
  • Co-investments between the various managed funds
  • Co-investment with a third party
  • Transfers of holdings and investments in related entities
  • Asset allocation / allocation of targets
  • Confidentiality
  • Sponsors / clients in a conflict-of-interest situation
  • Investment origination
  • Distributions made by the funds
  • Selection of service providers
  • Investment strategy of funds of funds
  • Decisions influenced by a gift or benefit
  • Services provided by WFS

Management

Where, despite the precautions taken, conflicts of interest that could adversely affect the interests of the Company’s clients cannot be avoided, the procedures of Wagram Fund Services provide that appropriate measures for each situation must be identified and implemented by the Company.

For this purpose, the Company’s compliance function is responsible for carrying out:

  • A regular review of situations that may generate conflicts of interest;
  • Monitoring of restrictions on the circulation of confidential or privileged information.

When a conflict of interest is identified, it is managed in accordance with the principle of the primacy of unitholders’ interests. Depending on the nature and seriousness of the situation, Wagram Fund Services may :

  • Carry out the transaction while ensuring that the organisational measures in place allow the conflict to be managed appropriately.
  • Inform the clients or unitholders concerned in writing of the nature and origin of the conflict, so that they may make their decision with full knowledge of the facts.
  • Refrain from carrying out the transaction if the conflict cannot be managed satisfactorily.

Corrective measures are defined in order to limit the future occurrence of conflicts of a similar nature.

Register of conflicts of interest

The RCCI records the identified conflict of interest in the conflicts of interest register and adopts one or more measures and/or procedures to manage it.

Control

The Company has a compliance and internal control committee which meets periodically to address all open matters during the period and, where appropriate, to define a corrective action plan, particularly in relation to conflicts of interest.

The policy for the prevention and management of conflicts of interest is available on request from the RCCI of Wagram Fund Services.