Legal and Regulatory Information

Website owner: CAPITAL EXPORT SARL, 11 rue Childebert — 69002 Lyon, France
Publication manager: Jean-Mathieu Sahy
Host: PHPNET SA
Website design: Digital Cover

Your personal data is confidential and will not be communicated to third parties under any circumstances. You have the right to access, modify, delete, and oppose the processing of your personal data under the French Data Protection Act of 6 January 1978. You can exercise this right by writing to us using the contact form on the site.

This entire site is subject to French and international legislation on copyright and intellectual property, including iconographic and photographic representations. Reproduction and distribution of all or part of this site on any medium are formally prohibited without prior authorization from CAPITAL EXPORT.

Conflict of interest prevention and management policy

CAPITAL EXPORT has the authorization to manage an FPCI (Fonds Professionnel de Capital Investissement — French Professional Private Equity Fund).

CAPITAL EXPORT has taken all reasonable measures to detect any conflicts of interest while delivering investment services to our clients or managing the FPCI (either between CAPITAL EXPORT, our employees, any other person directly or indirectly linked to CAPITAL EXPORT by control, and our clients, on the one hand; and between CAPITAL EXPORT’S clients, on the other).

Per the AMF’s General Regulations, Capital Export has identified the following situations which may give rise to a conflict of interest presenting a material risk of damage to the interests of one or more clients, when:

• Capital Export or one of our employees is likely to make a financial gain, or avoid a financial loss, at the expense of a client,
• Capital Export or one of our employees has an interest in the outcome of a service provided to the client that is distinct from the client’s interest in that outcome,
• Capital Export or one of our employees has a financial or other incentive to favor the interest of another client over the interests of the client to whom the service is provided,
• Capital Export or one of our employees pursues the same business as the client,
• Capital Export or one of our employees receives or will receive an inducement (financial or otherwise) for a service provided to the client other than the standard commission or fee for that service.

Considering the potential conflicts of interest as detailed above, Capital Export has implemented a prevention policy as summarized below, including:

• Verifying the composition of the Investment Committee during the investment selection process,
• Verifying compliance with the investment procedure and the rules of co-investment,
• Monitoring the services provided by CAPITAL EXPORT’s employees,
• Monitoring the personal transactions of Capital Export’s employees and any business they may conduct outside their work for CAPITAL EXPORT,
• A policy to declare and limit gifts and inducements received from or given to clients, suppliers, or partners,
• A selection process for and regular evaluation of external service providers,
• Management of confidential or privileged information,
• An employee remuneration policy to manage variable compensation specifically,
• A procedure to identify and classify the compensation and benefits paid and received by the Management Company.

The complete conflict of interest prevention and management policy is available upon request by contacting CAPITAL EXPORT at info@capital-export.fr.

CAPITAL EXPORT includes ESG criteria in our management processes (Article L.533-22-1 of the French Monetary and Financial Code) by sharing this approach with our portfolio companies and encouraging them to use it, and by collecting this information in an annual survey. Our Sustainability Policy, which has been updated to follow the EU Sustainable Finance Disclosure Regulation, provides a general description of our approach to ESG and responsible investment.

Capital Export’s remuneration policy is founded on effective risk management and aims to avoid excessive risk taking. It encourages alignment of the risks taken by our personnel with those of the funds we manage, the investors in these funds, and the management company itself.

1. Pay mix

1.1. A fixed salary component

Capital Export’s remuneration policy complies with the French Labor Code and the national collective bargaining agreement for financial companies. It applies a pay scale based on the coefficient assigned to the employee. Remuneration is generally fixed, defined when the employee is hired, and reevaluated if necessary according to skills development and the company’s long-term resources. It corresponds to the employee’s power, assignments, expertise, and responsibilities. Remuneration is high enough to compensate employees according to the requirements of their position, the level of expertise needed, the responsibilities they shoulder, and the experience acquired.

1.2. A variable salary component

Capital Export has not set up a contract-based and systematic variable compensation policy.

Bonuses may be awarded under specific circumstances. They are tied to the company’s overall performance and the individual employee performance based on qualitative and/or qualitative criteria.

2. Carried interest

For the FPCI under our management, Capital Export has established a carried interest system that falls under the type of remuneration targeted by and subject to the AIFM Remuneration Guidelines.

Applicable Capital Export employees have the right to acquire carried interest shares. In this case, they have invested a significant portion of their personal savings in the FPCI under management to align the interests of the risk takers and the investors.

This carried interest scheme is not considered compensation in the meaning of the AIFM Directive, but does comply with it in spirit (the investment comes from the employee’s personal capital and is not a free allotment).

The principles for implementation of the B share mechanism are the following:

– The employee takes a personal financial risk with their personal capital,
– Share valuation is contingent upon achieving a minimum performance threshold (hurdle rate) of the investor’s A shares,
– Uncertainty about the value of the carried interest shares (upon subscription, carried interest shares have almost zero value since this value is based on achieving a minimum performance level),
– Deferral of the payment of carried interest shares for which no distribution is possible for 5 years.

These principles ensure alignment between the interests of investors and applicable employees and incorporate the remuneration guidelines of the AIFM Directive from their creation to their implementation.

3. Compensation for the control, compliance, and risk management job function

The person responsible for control, compliance, and risk management must carry out verification and approval work without any link to nor impact on their remuneration. This job function has therefore been transferred to an outside firm with a flat-rate (totally fixed) fee.

4. Sustainability risk

Capital Export has created a remuneration policy based on effective risk management which discourages excessive risk taking. Our remuneration policy is aligned with Capital Export’s strategy and objectives regarding ESG / sustainability. Variable remuneration of relevant staff follows all of Capital Export’s methods and procedures, in compliance with existing regulations, including those relating to the sustainability risk of the investments, per the Sustainable Finance Disclosure Regulation.

5. Development, approval, and supervision of the remuneration policy

Given the size of the management company (fewer than 50 employees, assets under management < 1.25 billion euros), the size of the AIFs (3 AIFs with assets under management below 500 million euros), the type (management of an FPCI for qualified investors), the scope and the lack of complexity of our business (unlisted assets, no fixed-term investment, no leverage), Capital Export is not required to set up a remuneration committee per the AIFM Directive and section 7.2 of AMF Position 2013-11. The Management Company does business as a SARL (French limited liability company). The Management Committee consequently serves as the Remuneration Committee. It comprises the company’s three partners. It meets annually, following the annual reviews conducted with employees. The Committee is responsible for supervising the central and external review of the implementation of the remuneration policies and practices. It adopts and regularly reexamines the main principles of the remuneration policy and is responsible for its implementation. At least once a year, the implementation of the renovation policy must be subject to a central and independent review to ensure that it complies with the remuneration policies and procedures.

Shareholder involvement policy

2022 Report – Shareholder involvement policy

To ensure that our clients’ interests always come first, CAPITAL EXPORT is committed to handling customer complaints effectively. CAPITAL EXPORT commits to acknowledging receipt of a complaint within 10 working days and offering a response within a maximum of one month. If special circumstances prevent CAPITAL EXPORT from meeting this deadline, the company will inform the client of the reasons for the delay.

To lodge a complaint, please contact us:

By mail: CAPITAL EXPORT, 11 rue Childebert – 69002 Lyon, FRANCE
By e-mail: info@capital-export.fr

You may also contact the AMF Ombudsperson at the following address:

AMF Ombudsperson
Autorité des Marchés Financiers
17 Place de la Bourse
75082 PARIS CEDEX 02 France

The AMF’s Mediation Charter is also available on their website: https://www.amf-france.org/en/amf-ombudsman/how-mediation-works/mediation-charter