Sustainability-related disclosures.

Andöya Ventures AS

Disclosure pursuant to Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector (SFDR) for Andöya Ventures AS (Andöya).

Integration of sustainability risk in investment decisions

Pursuant to Article 3 of SFDR, Andöya is required to disclose information about its policies on the integration of sustainability risks in the investment decision‐making process. For the purposes of this disclosure, sustainability risks mean environmental, social or governance events or conditions that, if they occur, could cause an actual or potential material negative impact on the value of an investment.

Andöya integrates sustainability risk into its investment decisions. The strategy applied by funds managed by Andöya targets a diversified portfolio, a strategy which is expected to reduce individual company sustainability risks at the portfolio level, enabling a proportionate and efficient approach to due diligence and monitoring processes.

Andöya conducts due diligence on potential investment opportunities before making investment decisions on behalf of funds under management. The due diligence process is adapted to each investment opportunity and may include investigations of compliance with applicable legislation related to environmental issues, social and governance matters (including carbon footprint, remote/hybrid work, diversity, equity programs, mental wellbeing focus and balanced boards and codes of conduct), and other matters relevant to each investment opportunity. As a minority investor, Andöya’s possibility to obtain all relevant pre-investment information needed to fully assess sustainability risk exposure may be limited. However, Andöya will use reasonable efforts, based on the perceived risk exposure of a potential investment, to identify sustainability risks in its due diligence process. Any sustainability risks identified will form an integral part of Andöya's commercial and financial assessment of a prospective investment.

After an investment is made, Andöya seeks to engage with portfolio company management and monitor publicly available information to identify potential new material risk factors in investments and proactively identify emerging or evolving sustainability risks. Whilst it is Andöya’s belief that its investment strategy reduces material sustainability risks through diversification, Andöya's ability to monitor and/or influence portfolio companies' sustainability risk practices post-investment may be limited.

Version: 1
Date: 25.11.25
Comment: Initial publication of disclosure

 

No consideration of adverse impacts of investment decisions on sustainability factors

Andöya does not consider adverse impacts of its investment decisions on sustainability factors within the meaning of Article 4 of SFDR.

As a small manager investing in minority positions in early-stage companies, Andöya has limited ability to obtain the extensive and granular sustainability data from portfolio companies that would be required to adequately measure and report on principal adverse impacts. Andöya targets early-stage companies which typically lack the established data collection systems and reporting frameworks necessary to provide such information, and as a minority investor there are inherent constraints in the ability to mandate such reporting. Whilst it is acknowledged that estimates may be used where data is unavailable, Andöya does not consider it proportionate to allocate the requisite time and resources needed to verify estimates and to assess potential vulnerabilities and limitations.

Consequently, Andöya has determined that implementing the necessary data collection, validation, and reporting measures is not proportionate to the nature, scale and complexity of Andöya’s activities and the expected benefits of considering principal adverse impacts at this time. Andöya has no immediate plans to consider such adverse impacts in the future.

Version: 1
Date: 25.11.25
Comment: Initial publication of disclosure

Remuneration policies

Article 5 of SFDR requires Andöya to publish information on its website regarding how its remuneration policies are consistent with the integration of sustainability risks.

Andöya is a sub-threshold alternative investment fund manager within the meaning of the Alternative Investment Fund Managers Directive (AIFMD). As such, Andöya is not required to develop, and has not developed, a comprehensive remuneration policy.

The individual who makes investment decisions on behalf of Andöya does not currently receive any variable remuneration that is directly linked to the performance of funds under management, save for carried interest entitlements. Such carried interest is structured in accordance with the funds' constitutional documents and aligns the interests with those of the fund investors over the long term. By its nature, carried interest incentivizes Andöya and its decision-making individuals to consider all material risks for funds under management, including sustainability risks, that could affect the long-term value and performance.

Andöya does not consider that its remuneration practices risk incentivising excessive risk-taking with respect to sustainability risks, nor that they create conflicts of interest that would be inconsistent with the integration of sustainability risks into investment decisions.

Andöya will review this assessment periodically and update this disclosure as appropriate should its remuneration arrangements materially change.

Version: 1
Date: 25.11.25
Comment: Initial publication of disclosure

Andöya Ventures Fund I AS

Disclosure pursuant to Article 10 of Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector (SFDR) Andöya Ventures Fund I AS (the Fund). The Fund is managed by Andöya Ventures AS (the Manager).

1. Summary

Andøya Ventures Fund I AS (the Fund) is a venture capital fund investing in start-up/seed and early growth stage technology companies, focusing on AI, health and software. The Fund promotes environmental and social characteristics but does not have sustainable investment as its objective. The Fund excludes investments in companies involved in tobacco, recreational cannabis, coal extraction and coal-based power generation, oil sands extraction, alcohol production, gambling services, and pornography production. The Manager actively seeks companies that drive innovation and job creation, promote gender equality and diversity, operate with strong governance cultures, and contribute to environmental betterment through low-carbon business models.

All potential investments undergo due diligence incorporating environmental, social and governance screening against the exclusions list and positive selection criteria. Portfolio companies are monitored through annual assessments and regular engagement, tracking sustainability indicators including carbon footprint, remote office work, gender diversity at board and management level, equity opportunity programmes, and code of conduct or ethics policies.

A Norwegian translation of this summary is included in Appendix 1.

2. No sustainable investment objective

This financial product promotes environmental or social characteristics but does not have as its objective sustainable investment.

3. Environmental and social characteristics of the financial product

The Manager seeks investment opportunities in start-up/seed and early growth stage companies within the technology sector, focusing on AI, health and software. The Fund promotes environmental and social characteristics through the following approach:

Exclusions: The Manager excludes investments in industries with significant negative environmental or social impact, including investments in companies that:

  • Produce tobacco or process tobacco into final products

  • Produce or sell cannabis for recreational (non-medical) purposes

  • Derive revenues from coal extraction, coal-based power generation, or oil sands extraction

  • Derive revenues from alcohol production intended for human consumption

  • Derive revenues from gambling services

  • Derive revenues from pornography production

Positive selection criteria: the Manager actively seeks companies that:

  • Drive innovation, resilience and job creation

  • Promote gender equality and team diversity 

  • Operate with strong governance cultures

  • Contribute to environmental betterment through low-carbon business models

These characteristics are pursued through application of the investment strategy detailed below.

4. Investment strategy

The Fund's objective is to generate capital growth by investing in start-up/seed and early growth stage companies. The Fund will invest broadly across the technology sector, with particular strength in AI, health, and software. The Fund has a pan-Nordic focus and targets minority investments in a portfolio of around 40 companies.

Prior to making investment decisions, all potential investments undergo due diligence that incorporates environmental, social and governance considerations. This includes screening against an exclusions list and assessment of positive selection criteria. The scope of assessment is tailored to each investment opportunity based on its specific characteristics and risk profile.

Due to the minority investment position, a thorough pre-investment assessment is conducted of governance factors, with particular emphasis on board composition and independence (including gender balance), code of conduct and ethics policies, in addition to sound management structures, employee relations, remuneration of staff and tax compliance.

5. Proportion of investments

All investments made by the Fund will be aligned with the environmental and social characteristics promoted by the Fund. The Fund’s exposure is expected to be direct.

6. Monitoring of environmental and social characteristics

Portfolio companies' performance will be monitored through annual assessments and regular engagement, including review of company reports and public disclosures, and periodic dialogue with portfolio company management teams. Whilst the Manager does not adopt specific formal internal or external control mechanisms, oversight is maintained through regular engagement activities and annual portfolio review processes, which assess continued compliance with the exclusions list and progress against the positive selection criteria.

The methodology applied to measure how the environmental and social characteristics of the Fund are met is based on the sustainability indicators. The Manager will track and report on the following sustainability indicators across the Fund’s portfolio (and additional indicators as and if deemed appropriate):

  • Carbon footprint

  • Remote office work

  • Gender diversity at board and management level

  • Equity opportunity/stock programme

  • Code of conduct or ethics policy

These indicators enable the Manager to assess portfolio companies' performance against the Fund's environmental and social characteristics and identify areas for engagement and improvement.

7. Methodologies

The Manager measures the attainment of its environmental and social characteristics through pre-investment screening (application of the exclusions list and positive selection criteria), ongoing monitoring (annual assessment of portfolio companies against the sustainability indicators, supplemented by regular dialogue with management teams), and portfolio-level reporting (aggregation of sustainability indicator data across the portfolio to track overall performance). The methodology is deemed to be proportionate to the Fund's investment strategy, minority investment approach, and the early-stage nature of portfolio companies.

8. Data sources and processing

Data used to measure the environmental and social characteristics promoted by the Fund is obtained from (as applicable and relevant for each portfolio company) portfolio company annual reports and financial statements, public disclosures and company websites, direct engagement and dialogue with portfolio company management teams, questionnaires and information requests submitted to portfolio companies, and third-party data providers where available and appropriate.

Data quality may be ensured through cross-referencing information from multiple sources, engaging directly with portfolio company management to verify data accuracy, requesting supporting documentation or conducting reasonableness checks on reported data (as applicable and relevant on a case-by-case basis depending on the data source and data reliability).  

Data is processed internally through systematic collection and recording of sustainability indicator data for each portfolio company and annual consolidation at portfolio level for Fund reporting.

The Manager does not expect to rely extensively on estimations or proxy data. Where specific data points are unavailable, the Manager will engage with portfolio companies to obtain the necessary information or document the limitations. Any estimations used will be clearly identified and explained in the Fund's periodic reporting.

9. Limitations to methodologies and data

As a minority investor, the Fund may have limited ability to obtain comprehensive ESG data prior to investment, particularly where target companies are at early stages of development and may not have established ESG reporting practices. The Fund's minority position and the early-stage nature of portfolio companies may result in limited formal reporting obligations, variable data availability, and reliance on voluntary disclosure by portfolio companies. Early-stage technology companies may have limited resources dedicated to ESG data collection and reporting, which may result in data gaps or inconsistencies across the portfolio.

These potential limitations are not expected to materially impact the Fund's ability to attain its environmental and social characteristics. The binding exclusions list is applied at the point of investment based on the nature of the company's business activities. Similarly, the positive selection criteria are assessed through the due diligence process and ongoing engagement.

10. Due diligence

Prior to making investment decisions, all potential investments undergo due diligence that incorporates environmental, social and governance considerations. This includes screening against an exclusions list and assessment of positive selection criteria. The due diligence process evaluates factors such as environmental impact, diversity and inclusion practices, employee wellbeing, and corporate governance structures. The scope of assessment is tailored to each investment opportunity based on its specific characteristics and risk profile.

The due diligence process includes:

  • Exclusions screening: Verification that the prospective investment does not engage in any of the excluded activities listed above.

  • Positive selection assessment: Evaluation of the extent to which the company aligns with the Fund's positive selection criteria, including innovation potential, diversity practices, governance quality, and environmental considerations.

  • Governance review: Assessment of board composition and independence, management structures, employee relations, remuneration practices, and tax compliance as described in the investment strategy section above.

  • Sustainability risks and opportunities: Consideration of material sustainability risks or opportunities relevant to the specific investment, sector, and jurisdiction.

The findings form an integral part of investment decisions. Internal control mechanisms include completing a compliance checklist prior to making investment decision which summarises key mandate requirements applicable to the Fund, including the binding criteria for attaining the environmental and social characteristics promoted by the Fund, such as compliance with exclusion list and positive selection criteria. The Manager documents the ESG due diligence findings for each investment and retains records to demonstrate compliance with the Fund's environmental and social characteristics.

11. Engagement policies

Progress against the sustainability indicators are tracked, and the Manager may provide guidance on ESG best practices where appropriate. The engagement approach involves regular dialogue with portfolio company management teams to discuss ESG performance, challenges, and opportunities for improvement and, where appropriate, providing portfolio companies with information on ESG best practices relevant to their sector and stage of development.

Version: 1
Date: 25.11.25
Comment: Initial publication of disclosure

Appendix 1 – Translation

Sammendrag

Andøya Ventures Fund I AS (Fondet) er et venturekapitalfond som investerer i oppstarts-/såkorn- og tidlig vekstfaseselskaper innen teknologisektoren, med fokus på KI, helse og programvare. Fondet fremmer miljømessige og sosiale egenskaper, men har ikke bærekraftige investeringer som mål. Fondet ekskluderer investeringer i selskaper involvert i tobakk, rekreasjonal cannabis, kullutvinning og kullbasert kraftproduksjon, oljeskiferutvinning, alkoholproduksjon, gamblingtjenester og pornografiproduksjon. Fondet søker aktivt selskaper som driver innovasjon og jobbskaping, fremmer likestilling og mangfold, opererer med sterke styringskulturer, og bidrar til miljøforbedring gjennom lavkarbonforretningsmodeller.

Alle potensielle investeringer gjennomgår due diligence som inkluderer miljømessig, sosial og styringsmessig screening mot eksklusjonsliste og positive utvalgskriterier. Porteføljeselskaper overvåkes gjennom årlige vurderinger og regelmessig dialog, og monitorering av bærekraftsindikatorer inkludert karbonfotavtrykk, fjernkontorarbeid, kjønnsmangfold på styre- og ledelsesnivå, egenkapitalmuligheter og etiske retningslinjer.

Dette er en oversettelse av sammendraget. Ved eventuelle avvik mellom den engelske og norske versjonen, skal den engelske versjonen gjelde.