Compliance and Code of Ethics

Objective

The objective of this Compliance Manual and Code of Ethics is to establish guidelines for minimizing and handling conflicts of interest on one hand, and maximizing returns on the other hand, while appliying consideration of ethical investment rules when managing Basinghall Tech Fund 1 (The Fund). The General Partner, the investment advisor ('Basinghall'), and its directors and employees will adopt the following guidelines.

Conflicts of lnterest

Rules of Conduct

Basinghall will always manage the Fund in the best interests of the investors. Basinghall will take all reasonable steps to identify potential sources of conflicts of interest that arise or may arise between the function of being a manager and any other functions the relevant director may have with another company or entity.

A director cannot be a director, manager or employee of any service provider entrusted with safekeeping of investments or valuation of investments save as otherwise expressed in all offer documents.

A director will disclose to the Board and abstain to vote in a transaction

  • Which is likely to provide the director with a financial gain or avoid the director a financial loss at the expense of the Fund,
  • Where the director has an interest in the outcome of the transaction which is distinct from the Fund's interest in this outcome,
  • Provides a financial or any other type of incentive in favor of another client or group of clients serviced by the director over the interests of the Fund,
  • Provides the director from a person other than the Fund, an affiliate or an agent of the Fund an inducement in the form of monies, goods or services other than the standard commission or fee for that service.

lf a director is simultaneously a director or manager or, directly or indirectly, involved in the management of another investment fund or entity which follows a similar investment policy or which may enter into competition with the Fund when acquiring or selling investments, the director will

  • Disclose his/her relationship with this investment fund or entity, and
  • Abstain to vote on any transaction where the Fund may enter into conflict or competition with this investment fund or entity.

lf a Director is simultaneously a director, manager or employee in a company which acts a counterparty of the Fund and the director is directly or indirectly involved in the negotiation, conclusion, execution or supervision of this transaction, the director must

  • Disclose his/her relationship to the Board; and
  • Abstain to vote on this transaction.

Recording of conflicts of interests

The General Partner will keep and regularly update a record of conflicts of interest that have arisen or may arise in respect of managing the Fund.

Ethical Investments

Mission

Basinghall's mission is to generate superior returns for its investors by investing into companies with innovative B2B business models. Basinghall invests in companies with technologies that enable the digitalization of traditional industries.

Basinghall acknowledges the responsibility for its investors and portfolio companies, and also to key stakeholders in the communities in which it and its portfolio companies operate.

Approach

Basinghall believes that attention to Environmental, Social and Governance ("ESG") matters is a prerequisite for long-term value creation. Basinghall aims to invest responsibly as it executes its investment strategy.

Governance

Basinghall sets clear expectations for the portfolio companies with regard to ESG matters and assist the portfolio companies to help them meet these expectations. The board of directors and senior management of each portfolio company are responsible for achieving its business objectives. These business objectives include defining and implementing appropriate strategies and objectives pertaining to ESG matters. The board of directors of each portfolio company is ultimately responsible for ensuring its chosen strategies are implemented throughout the Company.

Principles

The managing partners of Basinghall have adopted the Ten Principles of the United Nations Global Compact Guidance. Basinghall encourages the management of its portfolio companies to consider these principles when developing their ESG strategies.

The management of ESG matters and responsible investing is based on

  • Promoting and maintaining transparency and the highest standards of honesty and integrity,
  • Abiding by applicable laws and regulations,
  • Promoting a culture of effective compliance, corporate governance and internal control,
  • Communicating with key stakeholder.

ESG Factors

Social

Basinghall respects the rights of workers and fosters a working environment with good relationships between the portfolio companies, its managers, employees, suppliers and business partners, ultimately leading up to better long-term results for the business and society. This includes

  • The elimination of all forms of forced, child or compulsory labor and discrimination in respect of employment and education,
  • Avoiding complicity in human rights abuses,
  • Obeying national laws and respecting international standards,
  • Including the protection of internationally proclaimed human rights,
  • Considering matters relating to working conditions, such as wages and benefits, working hours, and occupational safety and health,
  • Respecting and protecting the rights of employees, including freedom of association and collective bargaining,
  • Promote diversity and equal treatment without consideration for age, gender, marital or parental status, sexual orientation, ethnic or national origin, culture, political affiliation, physical ability, appearance, education or religious background,
  • Improving employee and community health.

Environmental

Basinghall will use, and encourage its portfolio companies, their suppliers and business partners to use environmental resources responsibly and strives to conduct business in an environmentally sustainable way, including

  • Complying with environmental laws and regulations,
  • Limiting emissions of harmful substances and waste using natural resources responsibly such as water and materials,
  • Achieving cost savings and other value creation through improved eco¬≠efficiencies,
  • Investing in sustainable products, services and technologies.

Anti-Corruption and Ethics

Corruption is a major hindrance to sustainable development. lt has a disproportionate impact on poor communities and is corrosive to society. Basinghall will require its portfolio companies, their suppliers and business partners to conduct business in an ethical manner at all times, including

  • Abiding by relevant anti-corruption laws and regulations,
  • Working against corruption in all of its forms, including extortion and bribery,
  • Promoting a culture of good governance while maintaining integrity at all times,
  • Seeking necessary and positive engagement with key stakeholders.

ESG Management

Basinghall manages ESG matters through a combination of committed participation on the boards of directors of its portfolio companies as well as central and ongoing monitoring of the progress of each company. Basinghall expects the board of directors of each portfolio company to ensure that ESG matters are properly addressed.

Related lndustry Standards

In addition to the specific principles set forth, Basinghall aligns with relevant national and international conventions and standards. Basinghall is committed to following the standards of lnvest Europe, formerly known as EVCA, and others. Basinghall also supports and is committed to act according to lnvest Europe's Handbook of Professional Standards and the International Private Equity and Venture Capital Valuation and Reporting Guideline (IPEV) as well as adopted the CFA lnstitute's most recent Code of Ethics and Standards of Professional Conduct.