Effective as of 15 May 2003
Based on Art. 3 of the Articles of Association, the Board of
Directors of ProgressNow! invest
AG has issued the following investment guidelines. These are
available to interested parties upon request.
I. Fundamental Principles
1. Company Purpose
As stated in the company’s Articles of Association, the purpose
of the company is inter alia as follows:
"The Company’s purpose is the direct or indirect acquisition,
holding and management of participations in domestic and foreign
listed and unlisted companies that are active in a field, or
offer products or services, that make an active contribution to
human well-being, in particular the holding of shares in
ProgressNow! (Overseas) Ltd."
2. Basis of the Investment Policy
The basis of the investment policy is defined in Art. 3 of the
Articles of Association and is as follows:
The investment objective is to increase the company’s value,
with controlled risk, by investing the company’s assets globally
in a diversified portfolio of listed and unlisted companies that
are active in a field, or offer products or services, that make
an active contribution to human well-being.
No investments will be made in the exploitation of non-renewable
resources, the trade of endangered animal or plant species, the
weapons industry, the tobacco industry, waste-intensive or
environmentally harmful products or production processes,
unhealthy or genetically modified foodstuffs and food additives,
or companies whose business or production processes violate
human rights or threaten the health and safety of their
The company can borrow up to 30% of the consolidated net asset
II. Investment objective and strategy
These investment guidelines apply to ProgressNow! invest AG and
its subsidiary ProgressNow! (Overseas) Ltd (hereinafter referred
to as “ProgressNow! invest Group"). The guidelines are binding
for all investments. Investments that do not conform to the
following guidelines may not be made.
2. Investment Strategy
The ProgressNow! invest Group invests globally in companies that
are active in a field, or offer products or services, that make
an active contribution to human well-being. The investment focus
is on companies in healthcare, education and environment,
including renewable energy sources. Positive criteria for
- a high degree of innovation
- a revolutionary approach
- a unique product or service
- universal applicability
- a long-term benefit to consumers
- a minimum of negative side-effects.
No investments will be made in
- the exploitation of non-renewable resources
the trade of endangered animal or plant species
the weapons industry
the tobacco industry
waste-intensive or environmentally harmful products
unhealthy or genetically modified foodstuffs and food additives
companies whose business or production processes violate human
rights or threaten the health and safety of their employees.
Investments can be made
3. Investment Objectives
in privately held companies (venture capital to pre-IPO stage
in companies listed on an official stock exchange.
After allowing for risk factors, a medium and long term return
of 15% p.a. is to be targeted.
After taking into account the state of the economy and capital
markets, the ProgressNow! invest Group invests the available
assets in companies in accordance with the investment guidelines.
Depending on the investment environment, liquidity amounting to
several times the value of the investments may be held.
4. Investment Style
The investment style of the ProgressNow! invest Group is
characterized by the building up of holdings based on a medium
to long term view. The investment focus is on young, privately
held companies with promising technological innovations.
Investments take the form of blocks of shares (majority holdings
or significant minorities) or co-investments with leading
venture capitalists. Holdings in companies with above-average
growth potential should be targeted. No restrictions exist
regarding the regional focus of the companies in which the
ProgressNow! invest Group may invest.
5. Weighting of Investments
5.1. Weighting of investments according to industries:
5.2. Weighting of investments according to a company's stage of
a maximum of 100% of investments in the healthcare segment
a maximum of 50% of investments in the education segment
a maximum of 50% of investments in the environmental segment
including renewable energies
6. Selection Criteria
a maximum of 100% of investments in private equity
a maximum of 50% of investments in stock exchange listed
ProgressNow! advisers AG performs a constant market analysis.
Companies corresponding to the criteria listed in paragraph
II.2. are put on a screening list. The market prospects are
evaluated and the risks analysed.
The following considerations in particular are decisive for an
7. Risk Diversification
Is the investment in line with the investment guidelines?
Are the current strategic positions being strengthened after
taking into account the opportunities and risks?
What is the development potential from a technological and
market point of view?
Is the risk/return ratio appropriate?
Is the price appropriate?
As a general rule, at
acquisition no single investment should exceed 30% of the
consolidated net asset value of the company.
Transactions with derivatives and options will only be made for
9. Use of Leverage
In accordance with Art. 3 of the Articles of Association of
ProgressNow! invest AG, the ProgressNow! invest Group can borrow
up to 30% of the consolidated net asset value.
The company intends to keep a high investment degree. However,
it is likely that at the beginning of the investment process,
substantial cash positions will be held. Furthermore, the
characteristics of private equity business may make it necessary
to bridge short-term cash inflows. In both cases the ProgressNow!
invest Group may invest in short-term (less than twelve months
to maturity) and medium-term (no more than five years to
maturity) debt securities or hold cash with prime banks. The
company intends to invest only in debt securities that are rated
A or better by Standard & Poor’s Ratings Group or Moody’s
Investors Service Inc.
III. Short term deviations from the above investment guidelines
The investment guidelines can at any time be completely or
partly altered or supplemented by resolution of the board of
directors of ProgressNow! invest AG, provided the alterations
are in accordance with the company purpose and Art. 3 of the
Articles of Association.
IV. Alterations to the investment guidelines
According to Art. 22 of the Swiss stock exchange’s supplementary
regulations for the listing of investment companies, the
alteration of the guidelines must be published at least one
month before it comes into effect in accordance with Art. 73 of
the listing regulations. The new investment guidelines must be
observed within a month of taking effect.
Frauenfeld, 11 April 2003