Appendix 2 - Tenderer’s Team Form

Information regarding the Form:

  1. The Form should be prepared as a file constituting an integral part of the Tender.
  2. All Team Members should complete form A (as per the template in this Appendix 2) and, as appropriate, Form(s) B, C and D (as per the templates in this Appendix 2), subject to section 3 below.
  3. For each of the persons presented in the Form, an appropriate profile should be selected in line with their experience to describe them:
  4. Persons having experience in investment entries and exits, in particular those in line with the investment profile presented by the Tenderer under the Financial Intermediary’s Operating Concept attached to the Tender - Form B template.
  5. Persons having experience in management, development (including the acquisition of financing) and/or sale of property rights of undertakings, including those in line with the investment profile presented by the Tenderer under the Financial Intermediary’s Operating Concept attached to the Tender. The above applies to persons holding key roles in those undertakings, e.g. the role of a founder or a management board member – Form C template.
  6. For Team Members whose experience does not correspond to the experience indicated in section 2 point a-b above - Form D template.
  7. At least 1 Team Member is required to declare their work time commitment to the investment activity of a Financial Intermediary with the Declared Capitalisation from PLN 5 million to PLN 15 million, of not less than 32 hours per week until at least 70% of the Investment Budget performance is achieved or until the end of the Investment Period (whichever is earlier)[1].
  8. At least 2 Team Members are required to declare their work time commitment to the investment activity of a Financial Intermediary with the Declared Capitalisation from PLN 15 million to PLN 30 million, of not less than 32 hours per week until at least 70% of the Investment Budget performance is achieved or until the end of the Investment Period (whichever is earlier)[2].
  9. All Team Members should complete Exhibit A to this Appendix 2. In addition to signing Exhibit A to this Appendix 2, Team Members, who have committed to provide the Declared Capitalisation of the Financial Intermediary and make Co-investments in Eligible Undertakings should also complete and sign Exhibit B to this Appendix 2.
  10. For each of the persons presented in the Form by the Tenderer, all the fields should be completed, which are included in this Appendix in the table: “Profile of the Tenderer's Team Representative” and “Investment Experience of the Tenderer's Team Representative” / “Entrepreneurial Experience of the Tenderer's Team Representative” / “Experience Other than Investment and/or Entrepreneurial Experience of the Tenderer's Team Representative”. These tables should be multiplied for the purpose of presenting profiles of consecutive persons planned to be involved as the Tenderer’s Team Members.
  11. The format in which information is to be delivered via the appendix is limited to text only (with no additional images, tables, diagrams, etc.).
  12. Editorial requirements regarding the text:
  13. document size: A4,
  14. font: Calibri,
  15. basic font size: at least 11 points,
  16. line spacing: at least 1.15,
  17. No limit is imposed as to the maximum volume (in pages) of the Form.
  18. Any terms not defined herein shall have the meaning assigned to them in the Rules.

Form A Template

Profile of the Tenderer's Team Representative
Name and Surname
Education/academic degree/key certificates and formal professional qualifications (including dates)
Position to be held and the scope of responsibilities concerning the Tenderer’s planned activity
History of previous employment / business activity (including dates, with an accuracy of one month, and positions held), with a summary of the scope of responsibilities
Participation in business initiatives of significance for the position to be held in relation to the Tenderer’s activity (e.g. participation in initiatives related to the start-up and industry-specific community, seed/venture capital market, research and innovation market, etc.)
References:[3]
First name and surname of the person providing references / Represented entity / Position / Nature of relationship / Contact details (phone/e-mail)
[4]

Form B Template

Investment Experience of the Tenderer's Team Representative
Experience in conductinginvestments, fundraising in consecutive rounds and exits from investments, including those with a profile in line with the investment profileof the Tenderer as described in the appendix “Financial Intermediary’s Operating Concept”
It should be pointed out and distinguished between experience where Tenderer’s Team Representative: (1) conducted capital investments with own funds (amount of own funds invested should be stated, as well as the return on invested capital), and (2) gained experience in investment projects, where he/she was involved as a manager of a PE/VC fund.
[description]
List of all the investment projects in which the Team Representative has been involved
Full name of the undertaking with which the transaction was concerned / Name of the entity
on behalf of which the Team Representative acted, and the position
held at the time / Sector and business profile of the undertaking (investment target),
including a description of innovation (if applicable) / Undertaking development stage at the time of investment and form of investment / Source of investment funding (e.g. own funds, private funds from a natural / legal person; public funds / EU programme funds) / Date and amount of investment (entry) - initial investment, follow-ons[5] and/or external funding rounds acquired / Date, exit path and amount obtained from divestment, with IRR/Cash on Cash stated[6] (exit)
Role and description of the activities by the Team Representative in the investment entry/and or exit process
[7]
Role and description of the activities by the Team Representative in the field of business growing and value creation (i.e. smart money)
Authentication of the investment project (e.g. contact to key representatives of the undertaking or investing entity and/or co-investing entity)

Form C Template

Entrepreneurial Experience of the Tenderer's Team Representative
Experience in the management, development (including, but not limited to, the acquisition of financing) and/or sale of property rights of undertakings, including those in line with the investment profile of the Tenderer as described in the appendix “Financial Intermediary’s Operating Concept”
[description]
List of all the undertakings, in the management and/or development of which the Team Representative was involved
Name of entity
in the business of which the team Representative was involved and the position
held at the time / Sector and business profile of the undertaking,
including a description of innovation (if applicable) / Stage/stages of the development stage of the undertaking in the period in which the Team Representative was involved in its business / Date and amount of any external funding acquired
(in particular from seed/VC sources, including public/EU funding) by the Team Representative on behalf of the undertaking
Role and description of the activities by the Team Representative in the field of business growing and value creation
[8]
Role and description of the activities by the Team Representative for the acquisition by the undertaking of any external financing, including public/EU funding
Special business achievements/awards/mentions of the undertaking and the Team Representative’s participation/contribution in their achievement
Authentication of the information provided about the involvement of the Team Representative in the management/development of the undertaking (e.g. by giving contact details to key representatives of the undertaking)

Form D Template

Experience Other than Investment and/or Entrepreneurial Experience of the Tenderer’s Team Representative, e.g. Sector-Specific, Strategic, Advisory (Including Transactions/M&A), or Restructuring Experience.
Description of experience other than investment and/or entrepreneurial experience of the Tenderer’s Team Representative, e.g. sector-specific, strategic, advisory (including transactions/M&A), or restructuring experience, with the indication of the sector, period of experience, role and description of the Team Representative’s activities within that experience.
[description]

Exhibit A Tenderer’s Team Member Statement

[9]First name and surname:
Address of residence:
- country:
- town/city:
- street:
- building no. / apt. no.:
- postal code:
Identity card number or passport number:
Contact details:
- phone:
- e-mail address:
Re. / Tenderer’s Team Form

TEAM MEMBER STATEMENT

I, the undersigned, hereby represent that:

1.1.I was nominated by ______[10] (the “Applicant”) as a member of the Key Personnel / member of the Investment Committee / member of the Team in the position ______[11] responsible / to be responsible[12] for managing the investment activities of the Financial Intermediary after receiving financing from PFR Biznest FIZ under the Call conducted by PFR Biznest FIZ, and I agree to perform this function on the following terms, in accordance with the terms and conditions set forth in the Applicant's Tender and in accordance with the terms set forth in the Call Rules.

1.2.I have read the Rules for the Submission and Selection of Tenders, Call No. 1 for Tenders for Financial Intermediaries (the “Rules”), and hereby accept these without any reservations.

1.3.I am aware of the selection criteria of the Tenders, in particular the substantive requirements for the experience of the Financial Intermediary’s Team in line with the presented Financial Intermediary’s Operating Concept and potential in the context of an effective expansion of the Financial Intermediary's investment portfolio.

1.4.I have experience / no experience[13]in investment entries and exits in line with the investment profile presented by the Tenderer under the Financial Intermediary’s Operating Concept attached to the Tender.

1.5.I am familiar with the assumptions of the Financial Intermediary’s Operating Concept and will follow the same.

1.6.I have experience / no experience [14]in managing and developing (e.g. by acting as founder or management board member) of Eligible Undertakings in line with the investment profile presented by the Tenderer under the Financial Intermediary’s Operating Concept.

1.7.I have experience other than that related to the investment activity and/or entrepreneurial experience / no experience other than that related to the investment activity and/or entrepreneurial experience[15].

1.8.I do not hold, nor will perform, without a prior consent of PFR Biznest FIZ, during the Investment period, following the signature by the Tenderer of the Investment Agreement, any managerial, supervisory, advisory or other key functions in entities other than the Financial Intermediary, Managing Entity and/or the Eligible Undertaking in which the Financial Intermediary is investing, the holding or performing of which would lead to a conflict of interest in relation to the activity of the Financial Intermediary, which shall be in each case verified by PFR Biznest FIZ, and I undertake not to hold such functions without a prior consent of PFR Biznest FIZ throughout the entire period of time over which the Tenderer acts in the capacity of the Financial Intermediary.

1.9.If the Tenderer’s Tender is selected under the Call, I undertake to spend at least [__][16] hours per week working for the Financial Intermediary.

1.10.To the best of my knowledge, I do not assume any other roles in Tenders other than the Tenderer’s Tender.

1.11.I consent to a due diligence to be conducted, prior to the signature of the Investment Agreement, by PFR Ventures, PFR Biznest FIZ or their professional advisers, in order to verify my legal and financial capacity to provide the private contribution in the declared amount[17], and to verify my market reputation. To this end, at the request of PFR Ventures, PFR Biznest FIZ or their professional advisers, I undertake to provide PFR Ventures, PFR Biznest FIZ or their professional advisers with any documents and information required to conduct such due diligence in the scope referred to above.

1.12.I represent that I am not in the position of a conflict of interests due to any reasons referred to under §12.1 of the Rules. I also represent that I will immediately inform PFR Ventures of any circumstances that would result in a conflict of interest rendering this representation invalid.

1.13.I consent to the disclosure by PFR Ventures and/or PFR Biznest FIZ, at any time, of information about me, received by PFR Ventures and/or PFR Biznest FIZ in connection with the Tender, to entities belonging to the capital group of which PFR Ventures and/or PFR Biznest FIZ is a member, and to TFI BGK and Bank Gospodarstwa Krajowego, and the competent ministry responsible for the management of the SG OP (the managing institution), to the extent necessary to assess the correct implementation of the financial instrument.

1.14.I consent to the processing of my personal data contained in any documents submitted in connection with the Tenderer’s Tender (including the data contained in this statement) by PFR Ventures, PFR Biznest FIZ and/or other authorized entities, for the purposes related to the analysis of the Tender, in compliance with the Act of 29 August 1997 on protection of personal data (Journal of Laws No 133, item 883).

1.15.Any terms not defined herein shall have the meaning assigned to them in the Rules.

______
Signature
______
Date, place

Exhibit B Statement of the Team Member providing a contribution to the Financial Intermediary as part of the contribution of the Managing Entity and/or declaring the intent to co-invest with the Financial Intermediary in the Eligible Undertakings[18]

[19]First name and surname:
Address of residence:
- country:
- town/city:
- street:
- building no. / apt. no.:
- postal code:
Identity card number or passport number:
Contact details:
- phone:
- e-mail address:
Re. / Tenderer’s Team Form

TEAM MEMBER STATEMENT

I, the undersigned, hereby represent that:

  1. Status and authority
  2. I am fully capable of entering into legal transactions and I am authorised to provide the private contribution at the declared amount.
  3. [20]A) The fulfilment of the commitment to provide private contribution is not / and will not be conditioned upon my obtaining of any consent, approval, notice or registration issued by any public or local government authority, by any other authority and/or by any other third party (including under any contract or agreement).

B) The fulfilment of the commitment to provide private contribution is not / and will not be conditioned upon my obtaining, in addition to those listed below, of any consent, approval, notice or registration issued by any public or local government authority, by any other authority and/or by any other third party (including under any contract or agreement)

1.3. [21]A) I am not married.

B) Spouse’s consent to financing of the private contribution is not required.

C) I have obtained by spouse’s consent to financing of the private contribution.

  1. Private contribution
  2. I declare to contribute, to the Financial Intermediary, as part of the Managing Entity’s declared contribution, the amount of PLN ______[22]/ and declare to co-invest in each Eligible Undertaking, the investment in which is approved by the Managing Entity’sInvestment Committee in a percentage declared in Section 11 F in Appendix 1 – Tender Form, submitted by ______.[23] I represent that I have, at my disposal, the necessary resources sufficient to finance the aforementioned contribution in connection with thesubmitted Tender.
  3. The funds I have earmarked for the private contribution that I have declared to make in the Financial Intermediary as part of the Managing Entity’s contribution/ and as co-investment in the Eligible Undertakings[24]are and will be my own and are not encumbered, in any form, and are and will remain free from any public support and/or public aid, and, in particular, do not constitute public funding within the meaning of the Act of 27 August 2009 on Public Finance.
  4. The funds I have earmarked for the private contribution that I have declared to make in the Financial Intermediary as part of the Managing Entity’s contribution/ and as co-investment in the Eligible Undertakings do not infringe, and their use does not and will not infringe[25] any provisions of the Act of 16 November 2000 on Preventing Money Laundering and Financing Terrorism (i.e. Journal of Laws of 2016, item 299, as amended). In particular, the private contribution in the declared amount does not constitute money laundering and does not serve the purpose of financing terrorism.

______
Signature
______
Date, place

1

W/09/2017

[1] Detailed terms of the work time commitment, including, in particular, the degree of dependence on the performance of the Investment Budget, shall be set out in the Investment Agreement.

[2] Detailed terms of the work time commitment, including, in particular, the degree of dependence on the performance of the Investment Budget, shall be set out in the Investment Agreement.

[3] Optional field. An additional document containing references may be enclosed as well.

[4] Lines should be multiplied according to the Tenderer’s needs for the purpose of description.

[5] The amount of investment only for investments of the entity on behalf of which the Team Representative acted. In addition, if applicable, it should be stated whether a given investment was performed as co-investment with other entities and in what proportion (contribution of the co-investing entity). If the investment funds were provided under a public aid scheme, the share/amount of public aid funds in the total investment amount should be indicated.

[6] The amount of divestment only for investments of the entity on behalf of which the Team Representative acted.

[7] Lines for investment projects in which the Team Representative was involved should be multiplied according to the Tenderer’s needs for the purpose of description.

[8] Lines with the description of undertakings in the management and/or development of which the Team Representative was involved should be multiplied according to the Tenderer’s needs for the purpose of description.

[9]To be filled with Team Member’s details. The statement should be completed and signed separately by each Team Member.

[10] Please enter the details of the Tenderer here, in connection with whose Tender the present statement is made.

[11] Please indicate the functions and position that the person making the statement will perform in the structure of the team (the position stated has be coherent with input indicated in Section 11 of Appendix 1 – Tender Form)

[12]Delete as appropriate. The “to be responsible” option relates to a situation where the Financial Intermediary does not exist yet.

[13]Delete as appropriate.

[14]Delete as appropriate.

[15] Delete as appropriate.

[16] Please enter the number of hours here(declared number of hours has to be coherent with number of hours indicated in Section 11 of Appendix 1 – Tender Form).

[17] Delete wherethe Team Member does not declare to provide a contribution to the Managing Entity or make a Co-investment.