VO2 VENTURES spółka z ograniczoną odpowiedzialnością (“ASI Manager”) is an external manager of the alternative investment company VO2 VENTURES spółka z ograniczoną odpowiedzialnością (“ASI”), entered into the Register of ASI Managers maintained by the Polish Financial Supervision Authority on October 28, 2024 (national number ZASI PLZASI00410).

The ASI Manager, within the meaning of the Act of 27 May 2004 on Investment Funds and Management of Alternative Investment Funds (the “Act”), is subject to the supervision of the Polish Financial Supervision Authority (“KNF”) as an entity operating on the capital market – to the extent that it bears obligations related to participation in this market as specified in the relevant legal provisions.

Pursuant to Art. 2 of the Act of 21 July 2006 on Financial Market Supervision, the purpose of the KNF within the framework of financial market supervision is to ensure the proper functioning of this market, its stability, security and transparency, confidence in the financial market, as well as to ensure the protection of the interests of participants in this market, including through reliable information on the functioning of the market, as well as through the achievement of objectives specified, among others, in the Act of 29 July 2005 on Capital Market Supervision. Capital market supervision, on the other hand, aims to ensure the proper functioning of the capital market, in particular the security of trading and the protection of investors and its other participants, as well as compliance with the rules of fair trading.

In the course of its business activities, the ASI Manager should at all times bear in mind the obligation to act in accordance with the law, the principles of fair trading, and in the interest of ASI investors.

 

Information on the scope of supervision exercised by the KNF over an ASI Manager entered into the register of ASI managers:

the ASI Manager, entered into the register of ASI managers, is subject to significantly limited obligations towards the supervisory authority, including in particular reporting obligations consisting in providing the KNF annually only with information on the total value of assets in the investment portfolios of the managed ASIs and their five largest investments.
financial statements of the ASI Manager and the ASI itself are not submitted to or verified by the KNF.
the KNF does not supervise or verify the composition of the ASI’s investment portfolio, nor changes in the internal documents of the ASI, i.e.: in the investment policy and strategy, as the Act does not provide for any restrictions as to the actual composition of this portfolio, nor the exact content of the ASI’s investment policy and strategy.
The catalog of the ASI’s investments remains open due to the absence of statutory restrictions on permissible investments made by the ASI, or the rules of asset diversification and liquidity management, provided they remain consistent with the exclusive business objective of the ASI, the principles of fair trading, and properly protect the interests of ASI investors.
With respect to managed ASIs, there is also no obligation to conclude an agreement with a depositary (a bank, an investment firm) that stores and maintains a register of all its assets, and also performs an important function as an entity controlling the activities performed by the ASI Manager.
There is also no mandatory obligation for the ASI Manager to adopt and maintain, among other things, a remuneration policy and internal regulations regarding the internal control system, including compliance of activities with the law, audit, and risk.

Given the limited scope of regulations concerning the ASI Manager, and thus the limited scope of supervision exercised by the KNF over this entity, ASI investors must take into account the fact of an increased investment risk associated with investments in ASI participation rights.

Pursuant to Art. 70a sec. 6 of the Act, the ASI Manager is obliged to maintain its own website, on which it publishes, in particular, information and announcements required by law.

 

ASI Investors

An ASI investor is an entity that holds ASI participation rights and meets the criteria of a professional client.

A contribution to the ASI in exchange for the participation rights of this company may be made by an entity meeting the criteria of a professional client.

Treating a natural person as a professional client requires the natural person to submit an application to be treated as a professional client, the ASI Manager to conduct an assessment of their knowledge and experience allowing them to make appropriate investment decisions and properly assess the risk associated with those decisions, as well as the natural person to make a contribution to the ASI, the value of which will be not less than the PLN equivalent of the amount of EUR 60,000 (the PLN equivalent of the amount expressed in EUR is determined using the average EUR exchange rate announced by the National Bank of Poland on the date of making the contribution or share). The funds for the contribution or share made by a natural person, as referred to above, cannot come from a loan, donation, or another agreement of a similar nature concluded with the ASI, the ASI manager, or an entity affiliated with these entities within the meaning of the provisions of the Accounting Act. The restrictions referred to above do not apply if at least 50% of the ASI participation rights are held by professional clients referred to in Art. 2 item 13a letters a-m of the Act on Investment Funds and Management of Alternative Investment Funds (“Act”).

The ASI cannot conclude a loan agreement or another agreement of a similar nature, issue bonds or other securities that are not participation rights of an alternative investment company, if the person granting the loan or concluding another agreement of a similar nature or subscribing for or acquiring bonds or another security is a natural person. This restriction does not apply to a natural person recognized as a professional client, taking into account Art. 70k sec. 1 and 3 of the Act.