SEC Form SC 13G/A filed by SOPHiA GENETICS SA (Amendment)
$SOPH
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SOPHiA GENETICS SA
______________________________________________
(Name of Issuer)
Ordinary Shares
______________________________________________
(Title of Class of Securities)
H82027105
______________________________________________
(CUSIP Number)
December 31, 2021
______________________________________________
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d1(b)
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Rule 13d1(c)
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Rule 13d1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
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1
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NAMES OF REPORTING PERSONS
Generation Investment Management LLP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
6,789,560
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,789,560
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,789,560
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%*
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12
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TYPE OF REPORTING PERSON
IA
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* Beneficial ownership based on 63,857,604 ordinary shares, based on the 63,338,111 ordinary shares expected to be outstanding as of July 27, 2021, as reported on the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) filed with the Securities
and Exchange Commission (the “SEC”) on July 23, 2021 plus the 519,493 ordinary shares reported, on the Issuer’s Form 6-K filed on August 25, 2021, as being issued and sold to the underwriters of its initial public offering pursuant to the
underwriters’ exercise of their option to purchase additional shares.
2
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1
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NAMES OF REPORTING PERSONS
Generation IM Sustainable Solutions GP III Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
6,789,560
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,789,560
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,789,560
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%*
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12
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TYPE OF REPORTING PERSON
OO
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* Beneficial ownership based on 63,857,604 ordinary shares, based on the 63,338,111 ordinary shares expected to be outstanding as of July 27, 2021, as reported on the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) filed with the SEC on July
23, 2021 plus the 519,493 ordinary shares reported, on the Issuer’s Form 6-K filed on August 25, 2021, as being issued and sold to the underwriters of its initial public offering pursuant to the underwriters’ exercise of their option to purchase
additional shares.
3
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1
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NAMES OF REPORTING PERSONS
Generation IM Sustainable Solutions Fund III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(c) ☐
(d) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
6,789,560
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||
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7
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SOLE DISPOSITIVE POWER
0
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||
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8
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SHARED DISPOSITIVE POWER
6,789,560
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,789,560
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%*
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12
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TYPE OF REPORTING PERSON
OO
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* Beneficial ownership based on 63,857,604 ordinary shares, based on the 63,338,111 ordinary shares expected to be outstanding as of July 27, 2021, as reported on the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) filed with the SEC on July
23, 2021 plus the 519,493 ordinary shares reported, on the Issuer’s Form 6-K filed on August 25, 2021, as being issued and sold to the underwriters of its initial public offering pursuant to the underwriters’ exercise of their option to purchase
additional shares.
4
Explanatory Note: This amendment is being filed solely to correct the name of one of the reporting persons. No other changes are being reported by this Amendment.
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Item 1(a)
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Name of Issuer:
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SOPHiA GENETICS SA
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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Rue du Centre 172
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CH-1025 Saint-Sulpice
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Switzerland
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Items 2(a)
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Name of Person Filing:
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Generation Investment Management LLP
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Generation IM Sustainable Solutions GP III Limited
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Generation IM Sustainable Solutions Fund III, L.P.
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Item 2(b)
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Address of Principal Business Office:
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Generation Investment Management LLP: 20 Air Street, 7th floor, London, United Kingdom W1B 5AN.
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Generation IM Sustainable Solutions GP III Limited: 20 Air Street, 7th floor, London, United Kingdom W1B 5AN.
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Generation IM Sustainable Solutions Fund III, L.P.: 20 Air Street, 7th floor, London, United Kingdom W1B 5AN.
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Item 2(c)
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Citizenship:
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Generation Investment Management LLP – England and Wales
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Generation IM Sustainable Solutions GP III Limited – Guernsey
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Generation IM Sustainable Solutions Fund III, L.P. – Guernsey
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Item 2(d)
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Title of Class of Securities:
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Ordinary Shares
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Item 2(e)
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CUSIP Number:
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H82027105
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:
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(a)
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Broker or dealer registered under Section 15 of the Act;
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(b)
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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5
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Item 4
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Ownership:
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The information required by Items 4(a)-(c), as of the date hereof, is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each
such Reporting Person.
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof a reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check
the following [ ].
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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N/A
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
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N/A
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Item 8
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Identification and Classification of Members of the Group:
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N/A
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Item 9
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Notice of Dissolution of Group:
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N/A
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Item 10
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Certification:
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N/A
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6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete
and correct.
Dated: February 15, 2022
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GENERATION INVESTMENT MANAGEMENT LLP
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By:
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/s/ Alexander Marshall
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Name:
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Alexander Marshall
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Title:
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Partner
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GENERATION IM SUSTAINABLE SOLUTIONS GP III LIMITED
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By:
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/s/ Anne Ewing
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Name:
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Anne Ewing
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Title:
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Director
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GENERATION IM SUSTAINABLE SOLUTIONS FUND III, L.P.
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By: Generation IM Sustainable Solutions GP III Limited
Its: General Partner
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By:
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/s/ Anne Ewing
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Name:
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Anne Ewing
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Title:
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Director
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