Terms & Conditions – Sagard SAS

Legal Information

Sagard SAS (hereinafter, “Sagard SAS” / the “Management Company” / “we” / “ourselves”), a société par actions simplifiée with a capital of €8.622.000, registered in the Registre du Commerce et des Sociétés de Paris under number 439 725 524, whose head office is located at 49 / 51, Avenue George V, 75008 Paris, France.

Tel: + 33 (0) 1 53 83 30 00

E-mail: [email protected]

Sagard SAS is a management company registered by the Autorité des Marchés Financiers (www.amf-france.org) under number GP 01046 since October 31, 2001 and was registered on April 15, 2014 under the AIFM Directive.

Information on the Site

Information, reports, press releases and newsletters relating to Sagard SAS and contained in the Site are provided for information purposes only. They cannot be considered or construed as solicitation, an offer of sale or service, a recommendation or a promotion of services provided by Sagard SAS, financial instruments or other investments and must not be used as a basis for any decision or action.

Sagard SAS has taken all reasonable steps to ensure the accuracy and appropriateness of the information published on the Site, and reserves the right to change the content without notice. Information on the Site is accurate as of the date of publication. They may be partial and incomplete due to the simplified versions of the texts, and have no contractual value.

Local Regulations

The Site is controlled and published by Sagard Holdings Management Inc. We cannot guarantee that the information on the Site is adapted and can be used in other countries or regions. Users who access the Site from other countries or regions are subject to their own laws and regulations, do so on their own initiative and are responsible for compliance with the laws applicable to them.

Personal data

Personal data collected by Sagard SAS through the Site is processed in accordance with our privacy policy available here.

Conflict of Interest Management Policy

A conflict of interest is any situation in which the interests of Sagard SAS or the funds it manages, or its employees as investment fund managers, or its affiliates or shareholders, or its clients or investors, are in conflict with the interests of other clients or investors or funds managed by Sagard SAS, and in which the decision-making process could result in a disadvantage to such other clients or investors or funds managed.

Managing conflicts of interest is an important component of the compliance controls in place at the Management Company.

In accordance with applicable regulations, including Regulation 231 / 2013 (EU), the Management Company has a conflict of interest management procedure in place with respect to its activities and that governs the relationship between the managed funds, the unitholders of the managed funds (hereinafter, the “Investors”) or third parties in relation to the funds and its collaborators. The Management Company has also established a conflict of interest mapping and a conflict of interest register.

The operations of the Management Company and its collaborators are carried out with a view to act in the best interests of the Investors or the clients for the investment services provided. The Management Company takes all reasonable measures to identify, prevent to the extent possible, and treat in the best interests of the Investors any situation of conflict of interest.

Finally, in accordance with the regulations in force, the Management Company undertakes to inform its clients or Investors if a situation of proven conflict of interest should be identified and for which the measures taken would prove insufficient to guarantee their interests.

For more information, please contact the Management Company.

Shareholder Engagement Policy

Sagard SAS has developed a shareholder engagement policy that describes how it integrates its shareholder role into its investment strategy.

Monitoring the strategy, financial performance, risks, capital structure and governance of target companies is inherent in the selection of investments and the management of the portfolio holdings of the funds under management. To this end, Sagard SAS ensures that one or more members of the operating team sit on the oversight bodies of the portfolio companies to monitor, among other things, business developments and major decisions.

Sagard SAS considers the exercise of voting rights to be an integral part of the management of the investments of the funds under management and intends, except for cause, to fulfill its role as shareholder in the best interests of the Investors. Sagard SAS exercises its rights in accordance with its own voting policy, primarily by physically attending general meetings of portfolio holdings and ensuring that no voting decisions can position it in a conflict of interest situation. For information on the votes cast, please contact Sagard SAS.

The shareholder engagement policy is available here.

We also invite you to find out about our environmental, social and governance policy that has been implemented and available here.

Claims Management

Sagard SAS has implemented a claims management system to treat in an efficient, transparent and harmonized manner its clients’ claims in accordance with applicable regulations.

Claim definition: a claim is a statement by the client that they are unhappy with Sagard SAS or an investment service provided by Sagard SAS.

A request for information, advice, service clarification or performance is not a claim, despite a perception of client dissatisfaction.

The filing and processing of claims with Sagard SAS is free of charge (however, the parties will continue to be responsible for their own cost of mailing, telephone, consulting or legal fees).

A claim may be made by mail or by email.

Claims by mail are addressed to:

Sagard SAS
49 / 51 George V Avenue,
75008 Paris – France

Email claims should be sent to the following address:

E-mail: [email protected]

Processing of complaints

Sagard SAS will acknowledge receipt of the claim within a maximum of 10 business days. A response will be provided to the client within a maximum of 2 months of receipt of the claim, unless special circumstances are warranted. Clients may make a claim in the official language or one of the official languages of the Member State in which the managed fund is marketed or in which the investment service is provided. These clients will then receive the answer in the same language.

For more information, please contact the Management Company.

Possible avenues of recourse

If the answer is deemed unsatisfactory, you can contact the AMF mediator:

• by mail to:

Médiateur de l’Autorité des Marchés Financiers
Service Médiation
17 place de la Bourse
75082 PARIS-CEDEX 02

• by phone:

Tel: + 33 (0)1 53 45 60 00

• Electronically through the Mediation Request Form, available at: https://www.amf-france.org/fr/le-mediateur-de-lamf/votre-dossier-de-mediation/vous-voulez-deposer-une-demande-de-mediation

For more information: http://www.amf-france.org/Le-mediateur-de-l-AMF/Presentation.html.

Compensation Policy

Sagard SAS’ compensation policy is based on an assessment of annual and multi-year quantitative and qualitative skills and performance criteria. This policy is based on fairness and the alignment of the interests of the collaborators with those of the Investors, and takes into account the need to deter excessive risk-taking.

The Management Company has implemented a profit-sharing agreement taking into account the corporate social responsibility (CSR) objectives to be achieved by Sagard SAS. These objectives are defined in the context of Sagard SAS ’ existing CSR policy and as specified in the Incentive Agreement.

The general principles of Sagard SAS’ compensation policy are the responsibility of its Management Committee and apply to all employees of Sagard SAS regardless of their role or functions within the Management Company, subject to provisions specific to risk takers.

For more information or to consult the compensation policy, please contact the Management Company.