Disclosures

Sustainability-related disclosures pursuant to Regulation (EU) 2019/2088 (“SFDR”)

Date of publication: March 2021

Date of update: June 2024 (adjustments to new legal requirements; addition of Fund II)

Date of update: September 2024 (formal adjustments, alignment with pre-contractual SFDR disclosures for Fund II)

Date of update: June 2026 (addition of Opps III)

Sustainability risks

Oyster Bay Management GmbH (“Oyster Bay”, LEI: 391200N1F3D4Q6QMAP35) 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. Oyster Bay 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 by using a checklist. The results of such assessment are taken into account when the investment decision is being taken. However, Oyster Bay remains free in its decision to refrain from investing or to invest despite sustainability risks in which case Oyster Bay can also apply measures to reduce or mitigate any sustainability risks. At all times, Oyster Bay will apply the principle of proportionality taking due account of the strategic relevance of an investment as well as its transactional context.

No consideration of adverse impacts of investment decisions on sustainability factors

Oyster Bay does not consider adverse impacts of its investment decisions on sustainability factors within the meaning of Art. 4 SFDR and, hence, does not publish the sustainability indicators listed in Annex I of the Regulatory Technical Standards (Delegated Regulation (EU) 2022/1288, “RTS”) on its website. Sustainability factors are environmental, social and employee concerns, respect for human rights and the fight against corruption and bribery.Oyster Bay pursues an active venture capital strategy investing in early-stage (seed, series A), series B rounds, and growth stage venture investments related to healthy food and beverages, food tech, food supplements, agri tech and e-commerce. Oyster Bays portfolio companies are usually at an early stage of their business cycle, so these companies generally leave a smaller environmental footprint that would not (yet) justify the significant effort associated with considering PAIs. Moreover, early-stage companies are comparatively more burdened by the additional data collection and would thus be restricted in their growth opportunities. Furthermore, given that the SFDR, the Regulation (EU) 2020/852 (“EU Taxonomy”) and the accompanying RTS are relatively new legislative acts, there is little practical experience or practice about applying their respective provisions. Therefore, substantial legal uncertainties would remain when applying those provisions, in particular with regard to Oyster Bay’s investment strategy.If and when a practicable and proportionate approach for Oyster Bay and its portfolio companies will evolve and uncertainties will be resolved, Oyster Bay will re-evaluate its position regarding adverse impacts on sustainability factors in Q1 2025. In the meantime, Oyster Bay 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.

Remuneration disclosures

As a registered alternative investment fund manager within the meaning of section 2 (4) of the German Investment Code (Kapitalanlagegesetzbuch, “KAGB”), Oyster Bay does not have and does not need to have a remuneration guideline or policy in accordance with the requirements of the KAGB.

Sustainability-related disclosuresOyster Bay Venture Capital II GmbH & Co. KG

Financial product: Oyster Bay Venture Capital II GmbH & Co. KG (“Fund II” / “Fonds II” or the “Fund”)

LEI:  391200K9YJA108PG6T74

Financial product: OB Opportunities III GmbH & Co. KG ("Opps III")

LEI: 3912008VO61AXT0E8J04

Summary
Opps III considers certain environmental and/or social characteristics as part of its investment decisions and monitoring processes. As Opps III is structured as a special purpose vehicle (SPV), its portfolio companies are already determined. ESG considerations were integrated into the initial investment decision-making process and formed part of the selection of the existing portfolio companies. The consideration of environmental and/or social characteristics is carried out on an ongoing basis through regular monitoring of the portfolio companies. For this purpose, information is regularly obtained from the portfolio companies by means of qualitative queries, including through an Impact Scorecard and an ESG Due Diligence Checklist. Thereby Opps III considers several ESG themes to be the key to responsible investing. The actions and decisions described in the following section are each made by Oyster Bay for and on behalf of Opps III.

No sustainable investment objective
Opps III promotes environmental or social characteristics, but does not have as its objective sustainable investment.

Environmental or social characteristics of the financial product
Opps III promotes environmental and/or social characteristics by taking into account certain ESG factors collected from its portfolio companies by means of an Impact Scorecard and an ESG Due Diligence Checklist.

1. Impact Scorecard
‍Oyster Bay has created an Impact Scorecard with a total of 13 ESG factors in the form of questions that are classified into five categories (Business Model, Greenhouse Gas Emissions, Environment, Social & Governance & Impact). Each ESG factor/question must be scored from 1 to 3, where 1 is positive and 3 is negative. An overall score is determined using a methodology defined in the Impact Scorecard. In this process, individual ESG factors are weighted more strongly than others. The answers to the individual questions and the total score provide an indication of how "sustainable" each portfolio company already is at present and how ambitious it is with regard to ESG. As Opps III is structured as a special purpose vehicle (SPV) with portfolio companies already determined, the relevant ESG factors for the portfolio companies have already been identified. The Impact Scorecard is used for ongoing ESG monitoring.

The Impact Scorecard requires the portfolio companies to provide sustainability indicators that are analogous to the following sustainability indicators within the meaning of Annex I, Table 1 of the RTS:

1.Share of renewable energies (Table 1, No. 5)
2.Emissions to water (Table 1, No. 8)
3.Violations of UN Global Compact principles (Table 1, No. 10)
4.Board gender diversity (Table 1, No. 13)

2. ESG Due Diligence Checklist
‍Furthermore, Opps III has created an extensive ESG Due Diligence Checklist to query numerous ESG factors at the level of each portfolio company on an annual basis during the holding period. This is intended to identify red flags in the area of ESG in particular, so that Opps III can engage with its portfolio companies accordingly. In doing so, Opps III considers a trusting relationship to be very important. As the investments are held for several years, Oyster Bay considers it a priority to establish and maintain trust within a good working relationship with the portfolio companies. Opps III encourages the portfolio companies to flag potential ESG issues early and engage with Opps III to prevent, resolve or mitigate such issues.

Investment strategy
The purpose of Opps III is to hold and manage (including to divest) an investment in two companies active in the agricultural and food sector. Opps III will participate in advanced financing rounds of the portfolio companies. Nevertheless, the portfolio companies are still considered as at the early stages of their respective business cycle.

Opps III's investment strategy is implemented in the investment process on a continuous basis. The investment opportunities in both portfolio companies have been assessed by the results from the Impact Scorecard and the conduction of an ESG Due Diligence Checklist. The results from the Impact Scorecard and the ESG Due Diligence Checklist are applied annually to each portfolio company during the holding period.

As Opps III is structured as a special purpose vehicle (SPV), its portfolio companies are already determined. ESG considerations were integrated into the initial investment decision-making process and formed part of the selection of the existing portfolio companies. Opps III's ESG commitments therefore apply both to the initial investment decisions that shaped the portfolio and to the ongoing management of and engagement with the existing portfolio companies.

The results from the Impact Scorecard and the ESG Due Diligence Checklist (as described above in section "Environmental or social characteristics of the financial product") are taken into account in the investment decision making process.

Good governance practices are assessed through a checklist as part of every due diligence process prior to any investment made by Opps III. Such practices include, in particular, sound management structures, employee relations, remuneration of staff and tax compliance within the portfolio companies. Moreover, Opps III will conduct a regular monitoring of the good governance practices in its portfolio companies during the holding period. If Opps III becomes aware of severe governance issues, it will investigate them and work with all parties involved to find an appropriate solution.

Proportion of investments
Opps III invests fully in line with its investment strategy and applicable ESG framework, i.e., all investments are aligned with its environmental and/or social characteristics. As Opps III is structured as a special purpose vehicle (SPV) with portfolio companies already determined, all investments are by definition aligned with Opps III's E/S characteristics. Opps III does not make and does not intend to make sustainable investments within the meaning of Art. 2 no. 17 SFDR or environmentally sustainable investments within the meaning of Art. 3 EU Taxonomy; hence, no portion of its investments will be aligned with the EU Taxonomy.

Monitoring of environmental or social characteristics
Opps III has an increased awareness on the impact of environmental or social characteristics on risk management and thus on the value potential of investments. In order to monitor the environmental or social characteristics promoted by Opps III (i.e., its ESG factors), Opps III consults with the portfolio companies in regular intervals and will carry out further checks in order to identify potential issues with such characteristics. Moreover, Opps III obtains further information from its portfolio companies at least annually via the ESG Due Diligence Checklist. Therefore, Opps III monitors compliance with its environmental or social characteristics (i.e., its ESG factors) on an ongoing basis. External monitoring mechanisms are not in place.

Methodologies for environmental or social characteristics
Opps III applies qualitative and quantitative assessments with regard to its environmental or social characteristics (i.e., its ESG factors). As Opps III is structured as a special purpose vehicle (SPV), the relevant ESG factors for the portfolio companies have already been identified as part of the initial investment process.The ESG factors were identified and evaluated through the Impact Scorecard and the ESG Due Diligence Checklist as part of the initial investment process. During the holding period, the Impact Scorecard and the ESG Due Diligence Checklist are applied annually to each portfolio company in order to measure and monitor whether the environmental or social characteristics promoted by Opps III are continuously being met.

Data sources and processing
In order to attain each of the environmental or social characteristics promoted by Opps III (i.e., its ESG factors), the ESG Due Diligence Checklist and the Impact Scorecard were completed by the portfolio companies as part of the initial investment process. During the holding period, the portfolio companies are requested to provide an updated ESG Due Diligence Checklist at least annually for monitoring purposes. Therefore, data is obtained (only) from the portfolio companies. An internal or external review or verification of the information obtained will be carried out if misrepresentations are suspected

Limitations to methodologies and data
The information collected from the portfolio companies via the ESG Due Diligence Checklist and the Impact Scorecard as part of the due diligence is internally or externally verified only if and to the extent misrepresentations are suspected. Thus, it cannot be ruled out completely that false information may remain undetected in certain cases. As Opps III's investments are made for several years, Opps III considers it a priority to establish and maintain a trustful working relationship with its portfolio companies in order to ensure compliance with the environmental or social characteristics promoted by Opps III (i.e., its ESG factors).Further limitations, in particular with regard to the accuracy of the data and reliability of the data sources used, are not apparent at this time.

Due diligence
An initial assessment of how an investment relates to the environmental or social characteristics promoted by Opps III (i.e., its ESG factors) was carried out as part of the due diligence process using a checklist and the Impact Scorecard and, where required based on the inherent ESG risk of the portfolio company, through an enhanced analysis. Purely qualitative statements of an environmental or social nature or relating to corporate governance were requested from the portfolio companies and 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
Should Oyster Bay on behalf of Opps III determine any potential issues relating to the environmental or social characteristics, it will engage the portfolio company's manager in discussions with a view to resolving, reducing or mitigating such effects, provided that such efforts will always remain within a scope considered by Oyster Bay in its absolute discretion to be proportionate in light of the size and strategic importance of the respective investment in the portfolio companies and shall take into account the respective bargaining positions and transactional context.