Regulatory Disclosures



Shareholder Engagement Policy

Following the adoption of Directive (EU) 2017/828 as regards the encouragement of long-term shareholder engagement (Shareholder Rights Directive II) and its transposition in particular into Articles L. 533‑22 and R. 533‑16 of the French Monetary and Financial Code (Code monétaire et financier), Equistone Partners France SAS (“Equistone”), as a management company authorised by the Autorité des marchés financiers (“AMF”) as an alternative investment fund manager within the meaning of the AIFM Directive (“Equistone”), has implemented a shareholder engagement policy describing how it integrates its role as shareholder in portfolio companies in which it holds an interest into its investment strategy (the “Companies”).

In accordance with Article R. 533‑16 of the French Monetary and Financial Code, Equistone will publish an annual report on the implementation of its shareholder engagement policy, including: a general description of how voting rights were exercised; an explanation of votes on the most significant resolutions; and the direction of votes cast at general meetings.

Equistone invests in unlisted securities and primarily targets majority private equity transactions alongside management teams in companies operating across a range of industrial and business services sectors.

I. Monitoring of Companies


Equistone assigns the monitoring of each investment to one or more members of its investment team.

The designated member(s), duly authorised to represent Equistone as manager of the relevant alternative investment fund holding the interest in the relevant Company, attend general meetings and, where applicable, meetings relating to specific instruments held in the Company.

Depending on the level of control held (majority or minority) in the Companies, Equistone may or may not participate in governance bodies. In the vast majority of cases, Equistone participates as a member of the supervisory board, potentially of specific committees (strategy, remuneration, etc.) and, more exceptionally, of the board of directors of the Companies.

In addition, the near‑systematic execution of shareholders’ agreements in connection with Equistone’s investments helps ensure that each Company provides Equistone with relevant information regarding its strategy, financial and operational performance, and its commitments in respect of social, environmental and corporate governance (“ESG”) matters, as well as its prospects, in order for Equistone to discharge its role as shareholder professionally. Such information is provided notably through reporting addressed to Equistone, acting as representative of the alternative investment funds it manages and which invest in the Companies. These items may overlap with information provided to individuals appointed in their capacity as members of the various committees.

Each Company’s strategy, financial and non‑financial performance, risks, capital structure and ESG impact are monitored closely by Equistone.

II. Dialogue with the Companies


Dialogue with the Companies is maintained through general meetings with other shareholders, Equistone representatives’ participation in the Companies’ governance bodies, and direct interactions with the Companies’ management teams via meetings, telephone calls or video conferences presenting the relevant Company’s activities.

As a specialist in supporting and financing transactions alongside management teams, Equistone places strong emphasis on maintaining a close relationship with those teams in order to understand their needs, support each Company’s development and foster growth.

This dialogue is maintained throughout the life of the investment and also supports the implementation of the exit process alongside management.

Equistone is a signatory to the United Nations Principles for Responsible Investment (UNPRI) and the Initiative Climat International. The Companies are therefore made aware of ESG issues and Equistone endeavours to promote sector best practices in respect of ESG initiatives.

III. Exercise of voting rights

Equistone performs its own assessments and analyses for the exercise of voting rights within the Companies and does not engage proxy voting advisers for this purpose. Voting rights are exercised at general meetings of the instruments held by the relevant alternative investment fund via the member(s) of the investment team responsible for monitoring the relevant shareholding.

When exercising voting rights, Equistone’s primary objective is to protect the interests of the investors in the alternative investment funds it manages. Its voting policy also takes account of the Company’s direction and strategy and Equistone’s principles (including ESG principles).

Resolutions presented at the level of the Companies are systematically voted on by Equistone.

Such resolutions may include, in particular:



IV. Cooperation with other shareholders



Equistone encourages exchanges with other shareholders of the Companies in order to foster debate and reach the best solutions to support the development of the Companies.

Such cooperation may take place through discussions at general meetings and through the various committees established by the Company (where applicable, where those shareholders are represented). These exchanges are organised within the framework of shareholders’ agreements, which are almost systematically put in place to govern certain decisions and define the information available to other shareholders.

V. Communication with stakeholders


Equistone may engage in dialogue with various stakeholders in the course of its business, such as iCI, UNPRI and Level20.

Equistone is also an active participant in the private equity industry and contributes to industry discussions led by France Invest; several Equistone members are represented on decision‑making bodies or committees (including the Sustainability Committee) within that professional association.

VI. Prevention and management of conflicts of interest


Equistone has established a conflicts of interest management policy to ensure the prevention, identification and handling of conflicts of interest. This policy is available at Equistone’s registered office and may be provided to any unitholder upon request.

In addition, as a management company operating in private equity, Equistone complies with the applicable principles of professional conduct, notably identifying conflicts of interest, preventing them to the extent possible and managing any such situations appropriately.

Any actual or potential conflict of interest that may arise during an investment or the exercise of voting rights (for example, where a member of Equistone’s team is also a director of one of the Companies) must be reported to the RCCI (Compliance and Internal Control Officer). The RCCI will analyse the situation and take appropriate measures to resolve the conflict, in consultation with Equistone’s management.