Publication date: 26 March 2021
1° update: 30 June 2023
2° update: 24 September 2026
Disclosure pursuant to Article 5 – Transparency of remuneration policies in relation to the integration of sustainability risks
The remuneration policies adopted by the Management Company currently do not take sustainability risks into account. However, since Oltre Impact’s investment strategy is aimed at generating positive environmental and social impacts (“Impact Objectives”), the remuneration of the Investment Team (i.e. carried interest) takes into account not only a minimum financial return but also the achievement of a minimum portfolio impact objective. In this way, the Investment Team is strongly committed to building a portfolio of companies that seek to achieve both sound financial returns and positive social or environmental impact.
More specifically, the maximum 20% share of additional return allocated to the Fund’s Investment Team, which also holds carried interest units (the Class B Units), is determined 30% by the achievement of a minimum financial return and 70% by the achievement of a minimum portfolio Impact Objective. To earn the portion of carried interest linked to the achievement of the Impact Objective, the portfolio as a whole must achieve at least 61% of the Impact Objectives. If the portfolio achieves more than 80% of the Impact Objectives, 80% will in any event be treated as the upper cap for incentive purposes.
Publication date: 26 March 2021
1° update: 24 September 2026
Sustainability-related disclosures for the Oltre III and Oltre III Italia funds
A. Summary
The “Oltre III” fund (“Main Fund”) and the “Oltre III Italia” fund (“Parallel Fund” and, together with the Oltre III Fund, the “Fund”), which together constitute the first fund established and managed by Oltre Impact, are closed-ended EuVECA venture capital funds reserved for qualified investors and specialising in impact investing to support the development and growth of SMEs and innovative startups. The Fund’s objective is to invest in sectors where social needs are greatest: health, education, employment inclusion, environment, and services that improve quality of life. Accordingly, the Fund focuses on the services sector, particularly healthcare, education, well-being, tourism and agriculture, where significant opportunities and strong consumer demand are identified (“Sustainability Objectives”).
Furthermore, Oltre Impact verifies, for each investment held in the Fund’s portfolio, the existence of good governance practices and compliance with the Do No Significant Harm principle (“DNSH Principle”), considers the principal adverse impacts of investment decisions on sustainability factors (“PAI”) and assesses the sustainability risks associated with investments, exercising due diligence throughout all stages of the investment process.
To this end, Oltre Impact has adopted specific indicators that are periodically monitored through a dedicated platform. The Management Company, on behalf of the Fund, also provides portfolio companies with targeted support aimed at fostering the improvement of ESG performance through specific action plans.
B. No significant harm to the sustainable investment objective
Oltre Impact, in accordance with Article 2(17) of the SFDR, invests in companies that comply with the DNSH Principle. In particular, the Management Company, on behalf of the Fund, monitors the PAI indicators by defining qualitative and quantitative thresholds, as well as exclusion criteria, in order to ensure compliance with the DNSH Principle. In addition, in accordance with the principle of proportionality applicable to small and medium-sized enterprises – i.e. the type of investment targets pursued by the Fund – Oltre Impact assesses target companies’ adherence to the OECD Guidelines for Multinational Enterprises and the United Nations Guiding Principles on Business and Human Rights. This is carried out through rigorous monitoring of the PAI indicators and an assessment of the processes adopted to ensure compliance with those frameworks, including the adoption of a Code of Ethics or equivalent documents demonstrating a commitment to human rights, an Organisational Model pursuant to Italian Legislative Decree No. 231/2001, a whistleblowing system and, where applicable, the implementation of a Supplier Code of Conduct or a Human Rights Policy.
C. Sustainable investment objective of the financial product
The Fund makes exclusively sustainable investments, namely investments that contribute to specific Sustainability Objectives. The Sustainability Objectives set out below reflect three impact objectives:
(i) Empowered People: promoting people’s empowerment in all areas (for example education, local development, inclusion, etc.);
(ii) Healthier People: addressing the most urgent social challenges relating to people’s health and their broader well-being;
(iii) Cleaner Planet: supporting solutions capable of making a significant contribution to the urgent climate challenge facing our planet.
In order to make the achievement of the Sustainability Objectives concrete, effective and measurable, specific sub-objectives have been defined for each portfolio company (“Impact Goals”). The Impact Goals define the specific objectives of each investment in contributing to the Fund’s Sustainability Objectives.
D. Investment strategy
The Management Company has adopted an investment strategy based on the integration of ESG criteria and assessments throughout the different stages of the investment process (pre-investment, holding period and divestment), with a view to creating the best conditions for contributing to the Fund’s Sustainability Objectives. In particular:
- the investment strategy used to contribute to the Sustainability Objectives provides for:
- (i) an initial screening phase in which investment opportunities are analysed in order to exclude investments in sectors considered controversial and to assess their ESG and impact potential;
- (ii) a subsequent ESG due diligence process which, with the support of an ESG Advisor, is aimed at assessing the target company’s maturity in relation to relevant ESG matters, the related risk profiles and the measures to be implemented to mitigate and manage those risks, as well as the potential contribution to the Sustainability Objectives;
- (iii) analysis of the due diligence findings by the ESG Officer with the support of the dedicated Investment Team; the findings are subsequently included in the Investment Memorandum and submitted to the Board of Directors when each investment opportunity is presented for final approval;
- (iv) following the investment, with the support of an ESG Advisor, the definition, for portfolio companies in which the Fund has a Lead Investor position, of an action plan (“ESG Action Plan”) setting out the activities to be undertaken to improve ESG performance;
- (v) during the divestment phase, estimation of the socio-economic impact of each transaction by comparing the ex-ante situation with the ex-post situation.
- the policy adopted to assess good governance practices with respect to (i) sound management structures, (ii) employee relations, (iii) remuneration of staff and (iv) tax compliance provides for verification, during due diligence, of the existence of such practices and subsequently, during the holding period, through annual interviews with portfolio companies.
E. Proportion of investments
100% of the Fund’s investments contribute to Sustainability Objectives.
F. Monitoring of sustainable investment objective
Oltre Impact, on behalf of the Fund, has adopted specific indicators to monitor the extent to which the Sustainability Objectives have been achieved (“Indicators”). This is done through data collection via a dedicated IT platform for reporting ESG data and information (“ESG Platform”); the data collected through the ESG Platform are then verified with the support of the ESG Advisor.
The monitoring results are disclosed in the periodic reports referred to in Article 11 of the SFDR.
G. Methodologies
Oltre Impact, on behalf of the Fund, assesses the suitability of each investment and its resulting contribution to the Sustainability Objectives by identifying specific Impact Goals on a deal-by-deal basis. The methodology adopted is based on the “Theory of Change” for the definition of the Impact Goals (see the dedicated Impact section of the website at the following link https://www.oltreimpact.com/en/impact/), and on international reporting frameworks such as the Sustainability Accounting Standards Board Standards (SASB), the Global Reporting Initiative Sustainability Reporting Standards (GRI Standards) and the PAI indicators for the identification of the Indicators, which are selected according to the sector and the specific characteristics of the company.
H. Data sources and processing
The data used to measure the portfolio companies’ contribution to the Sustainability Objectives are provided by the portfolio companies themselves, which submit the data annually to the Management Company through the ESG Platform. In order to ensure data quality, Oltre Impact, with the support of the ESG Advisor, performs a reasonableness check on the data collected through the ESG Platform by comparing them with the data for the previous financial year.
I. Limitations to methodologies and data
If a portfolio company is unable to obtain certain data or cannot share them for confidentiality reasons, Oltre Impact reviews the reasons and, in such cases, provides the necessary explanations regarding the exclusions.
J. Due diligence
Oltre Impact exercises a high degree of due diligence in relation to the Fund’s underlying assets with respect to the management of sustainability risks and PAI, the attainment of the Sustainability Objectives, compliance with the DNSH Principle and verification of good governance practices, through the methods described in sections “B”, “C” and “D”. In addition, the Management Company has defined specific roles and responsibilities for the implementation of the Fund’s sustainability strategy. In particular:
- the Board of Directors (“BoD”) has specific sustainability expertise and is able to assess and understand the implications of sustainability and environmental risks for the business model and strategy of both investment opportunities and the Management Company itself. In addition, the members of the BoD are familiar with and aware of impact measurement matters, as they are required to express their views on the Indicators proposed by the Investment Team for each target company;
- an ESG Officer has been appointed, a role held by the Chief Financial Officer, who is responsible for supervising and ensuring the proper implementation of the ESG Policy by coordinating the activities of the Management Company’s Investment Team;
- the Chief Executive Officer has been designated as the Board member responsible for the integration of sustainability risks, with responsibility for providing periodic ESG reporting to the BoD and liaising periodically with the ESG Officer;
- the members of the BoD, the members of the Board of Statutory Auditors, the ESG Officer and all employees of the Management Company undertake annual training, as part of the training required by the Bank of Italy Regulation, including in-depth sessions on sustainability topics and ESG factors;
- from the commencement of the Fund’s investment activities, the Investment Team coordinates the Due Diligence activities, including ESG Due Diligence, with the assistance of the ESG Advisor, thereby also benefiting from “training on the job”.
K. Engagement policies
Oltre Impact, on behalf of the Fund, supports portfolio companies through the definition of an ESG Action Plan aimed at identifying qualitative and quantitative objectives and actions to improve ESG performance. In addition, when defining the contractual terms of the investment, the Management Company undertakes to (i) encourage the adoption of policies, management systems or other initiatives addressing material ESG risks identified during the due diligence phase and (ii) negotiate the inclusion of a clause requiring the company to provide annually the ESG data necessary to monitor implementation of the ESG Action Plan and prepare sustainability disclosures.
In addition, the Management Company has defined roles and responsibilities that enable it to play an active role in supporting portfolio companies on sustainability matters, as described in section “J”.
L. Attainment of the sustainable investment objective
The Fund has not designated a reference benchmark for the purpose of assessing attainment of the Sustainability Objectives.
Publication date: 26 March 2021
1° update: 24 September 2026
