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Poltrona Frau and Mubadala announce the...

Poltrona Frau and Mubadala announce the signature of a Joint Venture Agreement for the United Arab Emirates

23 April 2007

A significant partnership for the development of retail and contract business in the Emirates.

The JV will also consider the eventual development of the concept for the first design hotel of Poltrona Frau Group.

Milan, 23rd April 2007 – Poltrona Frau S.p.A. and Mubadala Development Company PJSC announce the signature of a Joint Venture Agreement for the establishment of PF Emirates, an equal partnership that will act as the exclusive vehicle in the United Arab Emirates for the development of the Poltrona Frau Group brands both in the retail and the contract business.

Poltrona Frau Group is an international leader in the high-end sector of the furniture market with four renowned brands, Poltrona Frau, Cassina, Cappellini and Alias, and other important brands such as Gebrüder Thonet Vienna, Gufram and Nemo.

Mubadala is a wholly-owned investment vehicle of the Government of Abu Dhabi with the mandate to generate sustainable economic benefits for Abu Dhabi through the development of, and investment in, business ventures relating to a wide range of sectors (including property development) in partnership with local, regional and international investors.

The Joint Venture will cover two main areas:

(1) retail. The partners have shared their intention to open the first flagship store of Poltrona Frau Group in Abu Dhabi, in a primary location that provides adequate visibility to the various Group brands and also acts as an effective communication tool for the benefit of the contract business;

(2) contract. The Joint Venture will also have the priority to furnish a number of world-class real estate developments in the Emirates with the exclusive products created by the world leader in luxury furniture. Even before its formal establishment, the partners already started their cooperation on a number of key projects.

In addition, the Joint Venture will consider the development in the Emirates of the concept for a “Luxury Design Hotel”, a 7 stars hotel that shall contribute to the development in the UAE of the culture of high-end international design and lifestyle. The concept will be entirely created by Poltrona Frau Group with its various brands and will be developed together with Mubadala.

“This agreement has been strongly inspired by Charme in its capacity of shareholder of Poltrona Frau Group. It is one of Charme’s priorities to support the international development of its portfolio companies through the activation of selected international contacts from its network. I am sure that Poltrona Frau Group will be able to create the highest value from this agreement” declares Matteo di Montezemolo, Vice Chairman of Poltrona Frau Group.

“It is with the greatest satisfaction that we announce the start of this new venture” adds Giuliano Mosconi, CEO of Poltrona Frau Group, “the Emirates represent a top priority market for the Group and the Joint Venture will be established with the most important and prestigious partner on that market”.

“We are delighted to have entered into a partnership with the Poltrona Frau Group” concludes H.E. Khaldoon Khalifa Al Mubarak, CEO and Managing Director of Mubadala. “Through this joint venture we hope to bring high end design and quality products to supplement the rapid growth of luxury developments in the region. This is another exciting venture for Mubadala that will complement our forthcoming real estate development portfolio”.

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Charme Capital Partners SGR S.p.A. - Registered office: Milan (Italy), Via Santa Margherita no. 4. Share Capital €1.000.000. Enrolled under number 119 with the Bank of Italy’s register of asset management companies, AIFs’ section. Tax Code and VAT number: 07140121000.

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Charme Capital Partners SGR S.p.A. has not adopted a Commitment Policy pursuant to article 124-quinquies of the Consolidated Law on Finance, since, even though the investment policy of the managed funds envisages the possibility of investing in listed financial instruments, as at the date of publication of this announcement, the funds themselves have no shareholdings in companies with shares listed on an Italian or other EU member state regulated market.

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CHARME CAPITAL PARTNERS LIMITED COMMITMENT TO THE UK STEWARDSHIP CODE

Under Rule 2.2.3R of the FCA's Conduct of Business Sourcebook, Charme Capital Partners Limited (the "Firm") is required to include on this website a disclosure about the nature of its commitment to the UK Financial Reporting Council's Stewardship Code (the "Code") or, where it does not commit to the Code, its alternative investment strategy. The Code is a voluntary code and sets out a number of principles relating to engagement by investors with UK equity issuers. Investors that commit to the Code can either comply with it in full or choose not to comply with aspects of the Code, in which case they are required to explain their non compliance. We have detailed below the reasons why the firm has chosen not to commit to the Code.

The Firm pursues a strategy that involves it advising on investing in unlisted European Private Equity investments. The Code is not therefore relevant to the Firm's strategy. While the Firm generally supports the objectives that underlie the Code, the Firm has chosen not to commit to the Code.

Shareholder Rights Directive (SRD II)

SRD II aims to promote effective stewardship and long-term investment decision making, in respect of shares traded on EEA regulated markets and comparable regulated markets outside the EEA. It came into effect on 10 June 2019.

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Publish their shareholder engagement policy (or explain why they don't have one) – COBS 2.2B.5R.
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CHARME CAPITAL PARTNERS LIMITED – REMUNERATION POLICIES AND PRACTICES

1.1 Introduction

As a MIFIDPRU investment firm, we must establish, implement and maintain gender neutral remuneration policy and practices that are appropriate and proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the Firm. Our remuneration policy and practices are gender neutral and do not discriminate employees on the basis of gender or other characteristics.

1.2 Governance

Given the size, internal organisation and the nature, scope and complexity of the activities of the Firm it does not have a separate Remuneration Committee. Therefore, the Remuneration policy’s supervisory function is undertaken by the Firm’s Governing Body.

1.3 Performance period

The Firm’s performance period is from 1 January 2023 to 31 December 2023[FB2] [RK3].

The Firm has adopted a Remuneration Policy that complies with the requirements of Chapter 19G of the FCA’s Senior Management Arrangements, Systems and Controls Sourcebook.

1.4 Approach to remuneration for employees

The Firm’s remuneration approach is designed to support individual and corporate performance, encourage the sustainable long-term financial health of the business and promote sound risk management for the success of the Firm and to the benefit of its customers, counterparties and the wider market. Our remuneration approach promotes long-term value creation through transparent alignment with the agreed corporate strategy.

The Board believes the Firm’s remuneration structure is appropriate for the business and the industry it operates in and is efficient and cost-effective in delivering its long-term strategy.

Undeserved and excessive remuneration sends a negative message to all stakeholders, including the Firm’s workforce, and causes long term damage to the Firm and its reputation.

1.5 Financial incentives objectives

The objectives of the Firm’s remuneration practices are as follows:

The Firm undertakes to reward all employees fairly, regardless of job function, race, religion, colour, national origin, sex, sexual orientation, marital status, pregnancy, disability or age;
It is the policy of the Firm to operate competitive remuneration policies to attract, retain and motivate an appropriate workforce for the Firm;
The Firm is also committed to ensuring that its remuneration practices encourage high standards of personal and professional conduct, support sound risk management and do not encourage risk taking that exceeds the level of tolerated risk of the Firm, and are aligned with the Firm’s regulatory requirements;
Rewards for all staff will be aligned to financial and non-financial performance criteria and risk profile, and in all cases will be in line with the business strategy, objectives, values, culture and long-term interests of the Firm;
The Firm will not allow any unfair or unjust practices that impact on pay;
The Firm undertakes that it will not award remuneration using vehicles or methods the aim of which is to attempt to avoid application of the relevant FCA’s Remuneration Code.

The Firm uses the following financial incentives:

bonuses;
extra allowances;
salary raises;
wage incentives;
professional development opportunities;

Our financial incentives are designed to:

raise employee satisfaction;
recognise individual performance;
attract and retain talent;
encourage collaborative teamwork; and
motivate staff to achieve Firm-wide objectives.
1.6 Governance

As a SNI, the Firm is not required to establish a Remuneration Committee. Given the size, internal organisation and the nature, scope and complexity of the activities of the Firm it has not formed a Remuneration Committee. Therefore, the Remuneration policy’s supervisory function is undertaken by the Firm’s Board.

The Board is responsible for reviewing and approving remuneration, and to ensure remuneration policies across the Firm are consistent with the promotion of effective risk management. [KR5] The Board is responsible for reviewing and approving salary amendments and the Firm’s bonus pool arising from the annual compensation.

The Board meets regularly and is composed of:

Matteo Cordero di Montezemolo
Francisco G. Churtichaga
Julian Huxtable
Massimo Paolo Gentili
Luigi Sala
Tommaso Beolchini
Matteo Facoetti

1.7 Components of remuneration

The Firm makes a clear distinction between the fixed and variable remuneration.

Fixed remuneration primarily reflects a staff member’s professional experience and organisational responsibility as set out in the staff member’s job description and terms of employment; and is permanent, pre-determined, nondiscretionary, non-revocable and not dependent on performance.

Variable remuneration is based on performance and reflects the long-term performance of the staff member as well as performance in excess of the staff member’s job description and terms of employment. In exceptional cases, variable remuneration is based on other conditions. Variable remuneration includes discretionary pension benefits.

The Firm will ensure that the fixed and variable components of an individual’s total remuneration are appropriately balanced. In determining this balance, the Firm considers the following factors:

The Firm’s business activities and associated prudential and conduct risks;
The role of the individual in the Firm;
The impact that different categories of staff have on the risk profile of the Firm or of the assets it manages;
No individual must be dependent on variable remuneration to an extent likely to encourage them to take risks outside the risk appetite of the Firm;
It may be appropriate for an individual to receive only fixed remuneration, but not only variable remuneration; and
Variable remuneration must not affect the Firm’s ability to ensure a sound capital base.

When assessing individual performance to determine the amount of variable remuneration to be paid to an individual, the Firm takes into account financial as well as non-financial criteria. Non-financial criteria should:

form a significant part of the performance assessment process;
override financial criteria, where appropriate;
include metrics on conduct, which should make up a substantial portion of the non-financial criteria; and
include how far the individual adheres to effective risk management and complies with relevant regulatory requirements.
1.8 Financial and non-financial performance criteria

The Firm must take into account both financial and non-financial criteria when assessing the individual performance of its staff. This aims not only to discourage inappropriate behaviours but also to incentivise and reward behaviour that promotes positive non-financial outcomes for the Firm.

The Firm uses the following financial performance criteria:

Overall results of the firm;
The business line results;
The individual contribution to financial performance.

The Firm uses the following non-financial performance criteria:

measures relating to building and maintaining positive relationships and outcomes with the Italian Management Company;
performance in line with firm strategy or values, for example by displaying leadership, teamwork or creativity;
adherence to the firm’s risk management and compliance policies;
diversity and inclusion.

The criteria outlined above are used for the assessment of the performance of:

THE FIRM

Financial performance criteria

Overall results of the Firm

Business line results

Non-financial performance criteria

Italian Management Company Satisfaction

INDIVIDUALS

Financial performance criteria

Individual contribution to financial results

Non-financial performance criteria

Performance in line with firm strategy or values

Adherence to the firm’s risk management and compliance policies;

1.9 Total amount of remuneration awarded

Under MIFIDPRU 8.6.8R(2), the Firm must disclose the total amount of remuneration awarded to all staff, split into:

fixed remuneration; and
variable remuneration.

Remuneration type	£
Fixed remuneration	£3,580,462
Variable remuneration	£386,773
Total amount	£ 3,967,235