2020-06-30-accounts

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Registered number: 12194319 Charity number: 1187301 Quadrature Climate Foundation {A Company Limited by Guarantee Trustees, Report and Financial Statements 30 June 2020 Rees Pollock Chartered Accountants

DocuSign Envelope ID: F107533C-D0BD-466F-B3E6-4DD4162297FE

Quadrature Climate Foundation

(A Company Limited by Guarantee)

REFERENCE AND ADMINISTRATIVE DETAILS OF THE COMPANY, ITS TRUSTEES AND ADVISERS For the Period Ended 30 June 2020

Trustees	G H Skinner
	S Setiya
	N Cosgrove
	J Hooke
Company registered
number	12194319
Charity registered
number	1187301
Registered ofice	The Leadenhall Building
	122 Leadenhall Street
	London
	EC3V 4AB
Independent auditors	Rees Pollock
	35 New Bridge Street
	London
	EC4V6BW
Banker	UBS Wealth Management
	5 Broadgate
	London
	EC2M 2AN

Page 1

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) TRUSTEES. STATEMENT For the Period Ended 30 June 2020 The Quadralure Climate Foundation was established in September 2019 and received charitable status in January 2020. Throughout our first year we have been fortunate to be working with an excellent team in our partnership with consultancy SYSTEMIQ which has allowed us to research opportunities and begin grant making at scale al once, reflecting our views on the urgency at which we need to tackle this challenge. We are also grateful for the support provided by a ffinge of experts and advisors with particular thanks to Joanna Messing, Ten Years, Time and the Climate Leadership Initiative. We have benefitted hugely from this support lo build a wide range of relationships and knowledge across the sector. We also want lo offer thanks lo those who generously shared their insights and expertise as we established our strategy and granting processes. We were supported by QCL'S Finance, Legal and People teams to establish the Foundation and set up our granting processes. In June 2020 we finalised the transition lo an inhouse team and began recruiting permanent staff with continued support from QCL as needed. By the end of our first financial year we were delighted to have distributed £20m lo 33 grantees focusing on a range of geographies including the UK, Europe, South America, Asia and the Middle East. We are learning-by-doing in our granl-making and have granted at different scales and over different durations. We have incubated entirely new organisations and made grants to well established players, including global regranting organisalions who hold so much kn￿edge about groups driving change on the ground. The areas we have focused on include making a coal to clean tfftnsilion in the power sector, decarbonising transport and protecting natural carbon sinks and biodiversity. We've supported groups focused on movement building and citizen action alongside those who adopt a more inside track approach to conveying information and ideas. We hope, through our investment in research and grant making, lo make a lasting positive contribution in the fight lo preserve our fragile and unique planetary home. In doing so, we hope to inspire others and are commilled lo being open and transparent about our activities and what we are learning. Below we present our annual report together with the audited financial statements of the Company for the period 6 September 2019 10 30 June 2020. Yours Greg, Suneil, Jen and Neil Page 2

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) TRUSTEES. REPORT For the Period Ended 30 June 2020 This Annual ReFK)rt serves the purposes of both a Trustees, report and 8 directors, report under company18W. The Trustees confirm that the Annual Report and financial statements of the charitable company comply with the eurrenl statutory requirements, the requirements of the Charitable company's goveming document and the provisions of the Statement of Recommended Practice ISORPI applicable lo charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ire18nd IFRS1021 leffeclive 1 January 20191. Structure, governance and management a. Constitution Quadralure Climate Foundation (referred lo below as QCFI is 8 charitable company limited by guarantee, incorporsted on 6 September 2019 under the name QCF and registered as a charity on 10 January 2020. The chari18ble company changed ils name to Quadralure Climate Foundation on 6 March 2020. b. Methods of appointment or election of Tmstees The number of Trustees shall be not less than three but, unless and until QCF determines otherwise by ordinary resolution, shall not be subject to any maximum. Any person who is willing to act as a Trustee and is permitted by law to do so may be appointed lo be a Trustee by ordinary resolution or by a decision of the Trustees. c. Organisational structure and decision-making policies The Board of Trustees delegate day to day management of QCF to two co4ireclors. All permanent staff are employed by QCF and a Service Level Agreement exists between QCF and Quadrsture Capital Limited IQCLI for additional services that may be provided lo support the day to day operations of QCF. These include leg81, finance and personnel support. The Trustees delegate decision making in accordance with a Grant Making Policy that is reviewed annually. This details the priorities for support, the grant making criteri8 and principles 81ong with the delegated criteria for grant approval. In addition, il stipulates the grant application process, due diligence principles and conditions for monitoring and ￿portIng. There is 81so clear direction on any clawback and repayment criteria. Grant making and due diligenee are then detailed in separate policies which are reviewed and approved by the Board of Trustees. d. Policies adopted for the induction and training of Trustees Upon apKX)inlment, Trustees are required to familiarise themselves with Charity Commission and HMRC guidance relating lo charitable organisalions, and in particular. "The Essential Trustee ICC31" corporate foundations", and Payments by charities to overseas bodies. The Trustees are also required lo understand and apply QCF'S policies and procedures, including the Grant Making Policy. Page 3

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) TRUSTEES. REPORT {CONTINUEDI For the Period Ended 30 June 2020 Structure. govornance and management {continued) e. Pay policy for key management personnel QCF benchmarks staff pay within the sector and reviews pay on an annual basis. The Board of Trustees recognise that attracting and retaining high quality staff is essential to the success of the organisalion. In addition, all staff are given a￿sS to a wide range of benefits that are designed to support employee well- being, health and alignment with the values of the organisalion. f. Related party relationships QCF re￿iVeS funding and other contributions from QCL and kn of the Trustees are directors of QCL. Nevertheless, the Trustees a￿ayS act in the best interests of the charity. They have considered the factors listed In the Charity Commission's guidance in relation lo demonslraling the charity's independence from QCL and are satisfied that QCF meets these requirements. g. Financial risk management The Trustees have assessed the major risks to which QCF is exposed, in particular those related to the operations and finances of QCF and are satisfied that systems and prO￿dureS are in place to mitigate exposure to the major risks. h. Truslees. indemnities In accordance with QCF'S Articles of Association, the Trustees are entitled to benefit from trustee indemnity insurance and may re￿1ve an indemnity from QCF under certain Circumstan￿S. i. Objectives and aclivities QCF was founded by Greg Skinner and Suneil Seliya, the C￿CE0S and founders of QCL, and registered as a charity on 10 January 2020. Its primary focus is on making grants lo organisations and people who work on issues relating lo the mitigation of climate change and the promotion of sustainable development. QCF d￿S not seek applications for grants and will generally not make grants in response to unsolicited applications. Page 4

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) TRUSTEES. REPORT {CONTINUEDI For the Period Ended 30 June 2020 Policies and objectives QCF'S objectives are the promotion of sustainable development by". The protection, preservation and improvement of the environment and the prudent use of resources The promotion of sustainable means of achieving economic growth and regeneration To advance the education of the public in subjects relating to sustainable development and the protection, enhancement and rehabililalion of the environment and lo promote study and research in such subjects provided that the useful results of such study are disseminated lo the public at large. QCF maintains a full sel of policies that ensure compliance with all relevant legislative requirements, protect staff and grantees and provide the Trustees with asSuran￿S that the Foundation is well run and that all risks are appropriately managed. Alongside a Grant making Policy, QCF maintains amongst others, safeguarding, data protection, bribery, anti- corruption and money laundering and due diligence policies. In selling objectives and planning for activities, the Trustees have given due consideration to general guidance published by the Charity Commission relating lo public benefit, including the guidance 'Public benefit.. running charity IPB21'. Page 5

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) TRUSTEES. REPORT {CONTINUEDI For the Period Ended 30 June 2020 k. Stralegies for achieving objeclives The Trustees have decided the current focus of the Foundation is on mitigation of global climate change with a global outlook. In view of the relatively high amount of philanthropy committed to climate change in North America, il has been decided al this time lo maintain a focus on other geographies. Within this broad topic, we are seeking to help remove the barriers which prevent urgent action to address climate change risks. Our aim is lo increase the will to act and ensure the right information and incentives exist lo drive change at every level. At present our focus is on the three largest contributors lo the build-up of greenhouse gases in the atmosphere.. power generation, transport and agriculture with associated land use change. In addition, we have Identified three cross-culling levers which we seek to strengthen through our support.. national and international policy and politics, financial sector reform and persuasive communications. We will continue lo adopt a learning-by-doing approach and aim lo be thorough yel agile in our assessment of opportunities and outcomes. We seek lo build capacity in the not for profil sector, promding mulli-year grants and other forms of support where appropriate. The Trustees will priorilise grants to be made in fvrtherance of QCF'S slated priorities which include.. Collaboration The personlentity musl acknowledge others in the sector, be modest and realistic about capacity lo drive change, foster shared knowledge and efforts and commit to making results open to the community. Urgency We want lo focus on achieving near-lerm progress on reducing concentrations of greenhouse gases in the atmosphere. We supp)rt ideas that can be enacted quickly, scaled and sustained over lime. Dispassion We focus on impact and are open lo a wide range of solutions based on facts and sound analysis. We want lo avoid ideologies that can distort focus. Leverage We are looking lo support interventions that can trigger a big impact and ideas that can scale, with international relevance. We are particularly keen to support where other sources of support are hard lo come by. Experimenlalion We want the work lo originate from deep knowledge I specialism in a relevant field bul we are comfortable with some risks relating to novelty as we look lo scale successes. Originality is welcomed. l. Activities undertaken to achieve objectives In order to achieve the objectives of the organisation the Trustees have appointed a leadership team that collectively bring the skills and experience required to deliver a strong, resilient and effective organisation. The focus for the early years is lo build a wealth of research and knowledge that can inform grant making decisions and a strong business model lo enable effective grant delivery and evaluation. To ensure a robust approach lo performance the Foundation is establishing a strong grant portfolio management model including a strong emphasis on benchmarking, evaluation and learning. Page 6

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) TRUSTEES. REPORT {CONTINUEDI For the Period Ended 30 June 2020 m. Social investmenl policies QCF actively and rigorously pursues a policy of diversity in recruilmenl. Grant-making policies The Trustees have approved a comprehensive Grant-making Policy that is reviewed at least annually. The policy sets out the principles, criteria and processes that govern how QCF makes grants across all fund types. It also provides information for those applying for grants. The Trustees further ensure proper governance through clear grant making criteria, grant making principles lensuring that the wishes of Trustees are followed) and through a clear grant making process. They also sel out priorities for support that are reviewed each year. In addition, grants may be made that fall outside of the priorities provided that the Trustees are satisfied that the activity supported will be charitable and is an appropriate use of QCF funds. In addition, the Trustees sel out a clear scheme of delegation for grant contract approval, ensuring that they retain oversight whilst ensuring that QCF is agile and responsive. Grants are awarded on an 'invitalion lo apply, only basis. o. Volunteers QCF does not use volunteers to deliver any services or in support of grant making activities. p. Main activities undertaken to further the Company's purposes for the public benefit aCF's primary activities are research and grant-making. We also engage with other philanthropic entities and their ne￿orkS to exchange views and best practice. Stralegic report This has been the first year of QCF'S operations and it has reflected our core principles as sel out alxjve. We have sought lo respond lo the urgent nature of the problem by making grants from day one as we built our team and systems. We have been able lo make those grants thanks to the collaborative partnerships that we have sought to build across the sector with other foundations, nelworks, advisors and grantees themselves. Finally, we have been experimental, learning by doing and thus granting quickly lo ideas or organisations who can have impact towards our goals. From the start we have recognised the need for long-term, directed support within the sector and we anlicipale that we will build longer term and continuing relationships with grantees where appropriate. We also recognise the opportunity lo support innovation and entrepreneurship and QCF will look to mirror our founders, risk-laking appetite. We have supported new entities built out of entrepreneur or intrapreneurship across the globe both through our own granting and through our partners. Page 7

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) TRUSTEES. REPORT {CONTINUEDI For the Period Ended 30 June 2020 Stralegic report Icontinugd) a. Main achievements of QCF Since its inception in September 2019 to the end of this reporting period, QCF has been on a path of learning. We have engaged with those throughout the climate and sustainable development sector, seeking the opinion of experts and leaders. QCF engaged the services of SYSTEMIQ and their ne￿Ork of advisors, partners and employees. This permitted QCF to swiftly build up its knowledge, neI￿ork, and partnerships with both grant makers and grantees. In our initial granting, QCF aimed to support both leaders and Institutions who are already having demonstrable impact within the sector which our funding aims lo accelerate, and lo seed more experimental or project focused grants which will have the capacity lo grow and develop. In our first year of granting we created an initial prioritisalion of the potential areas of focus which was used for the majority of our grant-making. Alongside these, QCF also sought to respond lo opportunities which arose where urgent support was needed either to address a particular issue or to give stability to a particular Individual or organisalion. aCF's initial areas of focus included.. Power". moving from coal to clean while limiting the expansion of gas., Agriculture, forestry and other land use". supporting an emissions positive agricultural system in Europe and strengthening deforestation efforts on the tropical forest frontier., Communication.. creation of narratives and engagement to a wider audience and building a de•polarised political landscape for climate action., UK and COP26'. strengthening the OLJtcomes for COP26 and supporting a moment of wider engagement both nationally and seclorally., Transport.. reducing the demand ft)r oil across road, maritime and aviation Below is a selection of the enlilies supported within these strategies by QCF since its inception in January 2020 lo the end of the first year. As we evolve into our second year, QCF will delineate its core granting areas and continue lo seek to respond in an agile and flexible manner to needs as they arise. b. Key perfomiance indicators QCF measures a number of key areas to ensLJre appropriate oversight, efficient operation and timely intervention. QCF recognises that it is important to ensure that funds are utilised in such a way that they maximise the potential to positively support the core aims of the organisation. As a new charity, our forms of evaluation will be reviewed and adapted as we develop. Operational metrics include the volume of grants by quantLJm and type, ratio of applications lo successful receipt of grant. the speed with which grant applications can be processed and impact achieved through selection of the right grantees lo deliver against the strategic aims of the organisation. We conduct anonymous grantee surveys to improve performance. Additionally, QCF aims to measure the shape and size of the open grant portfolio, allrition rates, the level of additional Inon-monelaryl support provided lo grantees and the promotion of programme outputs lo the appropriate audiences in order lo maximise the potential for addressing the global climate change challenge. Page 8

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) TRUSTEES. REPORT {CONTINUEDI For the Period Ended 30 June 2020 Stralegic report Icontinugd) c. Review of activities The following selected case studies provide examples of our grant-making to date. Pov￿r. Coal to clean Emissions from coal fired power generation remain the biggest single contributor lo the global pollution blanket causing climate change. We support work lo phase out coal and move lo clean. Alongside some direct grants, we use re-granlors which allows us to leverage their ne￿or￿S and expertise to maximise our impact. For example, by allocating funds to civil society across the European Union member slates, the UK, the Western Balkans and Turkey, the Europe Beyond Coal IEBCI campaign aims to educate about the importance of declining coal use and ensure coal in power is phased out across Europe by 2030. Following coal plant cancellations in Poland, retirements in Spain and Portugal, and legislation in Germany on coal phase-out, EBC has seen capacity wns in 2020 almost as high as Combined capacity wins in the period 2017-2019. The focus is Increasingly turning to Turkey and the Weslem Balkans where progress remains slow. Pov￿r. Tech-Neutrality We believe the urgency and seriousness of the climate challenge requires us to ernbra￿ the full range of sustainable zero emissions technologies available. To decarbonise the parts of the world economy that cannot be easily electrified and to help balance highly variable power grids, we will need zero-carbon fuels IZCFSI. The world is awash in cheap gas, oil, and coal that may be hard to regulate or pri￿ out of existence without low-carlxjn, affordable subslilules. ZCFS can be made from a variety of sources,. renewable energy, gas Iwth carbon caplurel and nuclear energy. QCF has granted lo the Us-founded Clean Air Task Force ICATFI to establish a European presence. As a technologically neutral Vol￿ in the debate, CATF will develop a bi-regional EUIMiddle East North Africa strategy for increasing awareness of the role of ZCFS. In parallel, il will also engage with the EU Methane Strategy to ensure that the EU effectively attacks methane emissions from its domestic and imported oil and gas sector. Europe can use its leverage as the world's largest importer of natural gas and one of the world's largest importers of oil lo reduce emissions from suppliers including Russia, Algeria and the US among others. By supporting facl-based, technologically neutral information provision and advocacy in the EU, we seek to accelerate the creation of an enabling policy environment for the bloc lo reach nel-zero before 2050. Transport: reducing demand for oil With the UK hosting the next global climate conference in 2021, we have focused on activities which can support a successful conference. This needs lo include accelerated domestic action on climate, demonstrating the pathway to transition In a major economy. Our aim is to educate and inform about the importance of blueprint policies in Britain that can cost effectively deliver decarbonisation goals with maximum buy inlminimum backlash across all demographic groups. Transport is responsible for 28 /0 of UK greenhouse gas emissions, the most of any sector. Progress has been slow, with emissions dropping only 3g since 1990. QCF has granted to a cluster of mutually re-enforcing organisalions lo address this hard-lo-tackle problem from the complementary angles of policy, finance and communications. We granted to.. Green Alliance to coordinate civil society on policies which can accelerate decarbonisalion of transport, including the bringing forward of the ban of international combustion engines IICEI, possible for its work on streetscape changes in English cities and for work on aviation., and UK100 lo empower local authorities in the green transition. We are also supporting the Green Finance Institute to convene stakeholders to identify barriers and solutions in relation lo the deployment of capital to clean transport solutions. As part of our commitment to innovation, we've seeded New Automotive, a start-up research group that performs dala-led Page 9

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) TRUSTEES. REPORT {CONTINUEDI For the Period Ended 30 June 2020 Stralegic report Icontinugd) analysis and communicates directly with consumers to dispel myths and aC￿lerate the take up of electric vehicles. Internationally, we want lo support outcomes in the real economy through country level buy-in lo the clean transport transition and shifting financial flows. QCF is supporting Influencemap to educate about misinformation., the Global Maritime Forum lo help the shipping sector identify pathways lo commercially viable zero-emission vessels and funding The Climate Group lo coordinate international work around eleclro-mobility in the run up lo COP26. Financial refomi: Pensions Meeting the goals of the Paris Agreement will require enormous shifts in financial flows. Ullimalely, asset owners need to shift the frameworks against which they ask for their funds lo be invested to include climate related considerations, whether through stewardship, investment or diveslmenl. The pension providers offer a key intervention point for driving this change with £3tn invested in British pensions. Our support in this area has started with Make My Money Matter, an information and action campaign c founded by film-maker Richard Curtis, focused on asking consumers lo ensure their pension fvjnds are aligned with a nel-zero world. Led by providers like Nest, more British pension funds are commilling lo Paris- aligned investments. QCF is also supporting Peers for the Planet IP4PI, a cross party group for members of the House of Lords concerned about climate change and the environment. P4P helped add climate change into the Pensions Schemes Bill. Following amendments tabled by P4P co-chair Baroness Hayman, a crossbencher in the House of Lords and engagement with the Minister, key changes lo the Bill were included requiring pension fund Trustees lo assess, manage and disclose climale-relaled risks. Agriculture and Land Use: Forest Protection Fighting climate change requires us not only lo cul off the sources of gr￿nhOuSe gas emissions but lo protect the sinks, particularly on the deforestation frontier. Three grants made this year seek lo strengthen the enabling conditions for national and slate governments to protect and manage their essential forests while following a pathway to sustainable development. Monitoring and reporting on illegal deforestation in Brazil is essential for enforcement and prevention. QCF has granted to MapBiomas, multi-slakeholder initiative formed of non-profits, universities and technology companies mapping de-forestation and land use changes in Brazil. Using high-lech geospatial mapping MapBiomas generates lens of thousands of reports every year, providing essential data to federal agencies and public prosecutors defending the Amazon from illegal incursions. Scaling what has been shown lo work, we've given a further support lo the RAISG network lo roll out the model and mapping in order lo provide the same monitoring and reporting across the northern Amazon region. Clear and enforceable land rights and tenure are a strong pillar of any national land planning strategy. Supporting the development and protection of these rights for local communities and indigenous peoples is essential in the development of robust land management and use. QCF has granted to Rights and Resour￿$ Institute for their work with partners globally on the development of robust and resilien￿ land rights laws and protections d. Fundraising activities and income generation QCF does not currently undertake fundraising activities. Page 10

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) TRUSTEES. REPORT {CONTINUEDI For the Period Ended 30 June 2020 Stralegic report Icontinugd) Investment policy and performance QCF does not currently hold any material inveslmenls. Any fvture investments will be approved by the Board only after obtaining such advice from a financial expert as the Trustees consider necessary and having regard lo the suitability of investments and the need for diversification. Financial review Going concern After making appropriate enquiries, the Trustees have a reasonable expectation that QCF has adequate resources lo continue in operational existence for the foreseeable future. For this reason, they continue lo adopt the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found In the accounting policies. b. Reserves policy QCF will, at all times, ensure that there is a minimum level of reserves available to sufticiently cover future expenditure. The approval of a Formal Reserves Policy will be a priority for the Board of Trustees in early 2021. All financial and other risks are considered and monitored on an on-going basis. The Reserves Policy when approved will be subject to annual review by the Board of Trustees. c. Material investments policy QCF does not currently hold any material inveslmenls. Any future investments will be approved by the Board only after obtaining such admce from a financial expert as the Trustees consider necessary and having regard lo the suitability of investments and the need for diversification. d. Principal risks and uncertainties The principal risk is an economic downturn for acL leading to a reduction in future funding. e. Financial risk management objectives and policies QCF recognises that risk management is essential to ils g0Veman￿ and to sustainable operation of ils services. The Trustees are responsible for ensuring that QCF has a sound system of internal control lo safeguard its assets and funds and to ensure its assets and funds are used only in furtherance of QCF'S objectives. f. Principal funding All principal funding is provided by QCL. Page11

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) TRUSTEES. REPORT {CONTINUEDI For the Period Ended 30 June 2020 Statemenl of Trustees. responsibilities The Trustees (who are also the directors of the Company for the purposes of company lawl are responsible for preparing the Trustees. Report including the Strategic Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally A¢￿pted Accounting Practi￿1. Company law requires the Trustees to prepare financial statements for each financial period. Under company law, the Trustees musl not approve the financial statements unless they are satisfied that they give a true and fair view of the stale of affairs of the Company and of ils incoming resourTrs and application of reSoUr￿s, including its income and expenditure, for that period. In preparing these financial statements, the Trustees are required lo.. select suitable accounting policies and then apply them consistently., observe the methods and principles of the Charities SORP IFRS 1021., make judgments and accounting estimates that are reasonable and prudent., stale whether applicable UK Accounting Standards IFRS 1021 have been followed, subject to any material departures disclosed and explained in the financial statements", prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Trustees are responsible for keeping adequate accounting records that are sufficient lo show and explain the Company's transactions and disclose with reasonable accuracy al any time the financial position of the Company and enable them lo ensure that the financial slalemenls comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Disclosure of information to auditors Each of the persons who are Trustees at the time when this Trustees, Report is approved has confirmed that.. so far as that Trustee is aware, there is no relevant audit information of which the charity's auditors are unaware, and that Trustee has taken all the steps that ought to have been taken as a Trustee in order to be aware of any relevant audit infomialion and to establish that the charity's auditors are aware of that information. Auditors The auditors, Rees Pollock, have indicated their willingness to continue in office. The designated Trustees wll propose a motion reappointing the auditors al a meeting of the Trustees. Approved by order of the members of the board of Trustees on 29 January 2021 and signed on their behalf by.. DtsuSwJnndby." DocuS*Md by.. CIAEIWDFW22... 4588t27FA183161. G H Skinner J Hooke Page 12

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUADRATURE CLIMATE FOUNDATION

Opinion

We have audited the financial statements of Quadrature Climate Foundation (the 'charitable company') for the year ended 30 June 2020 which comprise the Statement of Financial Activities, the Balance Sheet, the Statement of Cash Flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the charitable company's affairs as at 30 June 2020 and of its incoming resources and application of resources, including its income and expenditure for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

• the Trustees' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

• the Trustees have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the charitable company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The Trustees are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUADRATURE CLIMATE FOUNDATION (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Trustees' Report including the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

• the Trustees' Report and the Strategic Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees' Report including the Strategic Report.

We have nothing to report in respect of the following matters in relation to which Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of Trustees' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Responsibilities of trustees

As explained more fully in the Trustees' Responsibilities Statement, the Trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Trustees are responsible for assessing the charitable company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUADRATURE CLIMATE FOUNDATION (CONTINUED)

Use of our report

This report is made solely to the charitable company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and its members, as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Scott (Senior Statutory Auditor)

for and on behalf of

Rees Pollock

Chartered Accountants Statutory Auditor 35 New Bridge Street London EC4V 6BW

1 February 2021

Page 15

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING INCOME AND EXPENDITURE ACCOUNTI For the Period Ended 30 June 2020 Unrestricted funds 2020 Total funds 2020 Note Income from- Donations and legacies Interest 30,818,928 36 30,818,928 36 Total income Expenditure on- Charitable activities Other expenditure 30,818,964 30,818,964 21,348.310 2,977.893 21,348.310 2,977.893 Total expendlture 24,326,203 24,326,203 Net movement in funds Reconciliation of funds.. Net movement in funds 6,492,761 6,492,761 6A92.761 6A92.761 Totsl funds carried forward 6,492,761 6,492,761 The Statement of Financial Activities includes all gains and losses recognised in the period. The notes on pages 19 to 27 form part of these financial statements. Page 16

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limited by Guarantee) Company registered number- 12194319 BALANCE SHEET As at 30 June 2020 2020 Note Fixed assets Tangible assets 7.111 7,111 Current assets Debtors Cash at bank and in hand 4,095 ,167,767 8,171,862 Creditors.. amounts falling due within one year 10 11.686,212} Net current assets 6,485,650 Totsl assets less Current liabilities 6,492,761 Total not assets 6A92.761 Charlty funds Restricted funds Unrestricted funds 6,492.761 Total funds 6,492,761 The Trustees acknowledge their responsibilities for complying with the requirements of the Act with respect lo accounting records and preparation of financial statements. The fi'nancial statements were approved and authorised for issue by the Trustees on 29 January 2021 and signed on their behalf by.. r￿cUS￿an0dty. g&i 4*SB27FA183I$1 G H Skinner Trustee J Hooke Trustee The notes on pages 19 to 27 form part of these financial statements. Page 17

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation (A Company Limited by Guarantee) STATEMENT OF CASH FLOWS For the Period Ended 30 June 2020 2020 Cash flovB from operating activities Net cash used in operating activities 8,167.767 Change in cash and cash equivalents in the period 8,167,767 Cash and cash equivalents at the end of the period 8,167,767 The notes on pages 19 to 27 form part of these financial statements Page 18

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS For the Period Ended 30 June 2020 Accounting policies 1.1 Basis of preparation of financial statements The financial statements have been prepared in accordance with the Charities SORP IFRS 1021 Accounting and Reporting by Charities.. Statement of Recommended Practice applicable lo charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 1021 (effective 1 January 20191, the Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 1021 and the Companies Act 2006. Quadrature Climate Foundation meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised al historical cost or transaction value unless otherwise staled in the relevant accounting policy. 1.2 Going concem After making appropriate enquiries, the Trustees have a reasonable expectation that QCF has adequate resources to continue in operational existen￿ for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial slatemenls. 1.3 Fund accounting General funds are unreslricled funds which are available for use al the discretion of the Trustees in furtherance of the general objectives of the Company and which have not been designated for other purposes. 1.4 Incoming resources All income is recognised On￿ the Company has entitlement lo the income, it is probable that the income will be received and the amount of income receivable can be measured reliably. 1.5 Resources expended Expenditure is accounted for on an accruals basis and has been included under expense categories that aggregate all costs for allocation lo aclivilies. Where costs cannot be directly allribuled lo particular activities they have been allocated on a basis consistent with the use of the resources. Expenditure on charitable activities is incurred on directly undertaking the activities which further the Company's objectives, as well as any associated support costs. Grants payable are charged in the period when the offer is made except in those cases where the offer is conditional, such grants being recognised as expenditure when the conditions attaching are fulfilled. Grants offered subject to conditions which have not been met al the period end are noted as a commitment, bul not accrued as expenditure. All expenditure is inclusive of irrecoverable VAT. Page 19

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS For the Period Ended 30 June 2020 Accounting policies Icontinuedl 1.6 Interest receivable Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the Company, this is normally upon notification of the interest paid or payable by the institution with whom the funds are deposited. 1.7 Tangible fixed assets and depreciation Tangible fi'xed assets are initially recognised at cost. After recognition, under the cost model, tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. All costs incurred to bring a tangible fixed asset into its intended working condition should be included in the Measu￿Ment of cost. Depreciation is charged so as to allocate the cost of tangible fixed assets less their residual value over their estimated useful lives, using the stffiighl-line method. The estimated useful lives a￿ as follows.. Office equipment Computer equipment 4 years 4 years The assets, residual values, useful lives and depwiation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Financial Activities. 1.8 Debtors Trade and other debtors are recognised al the settlement amount after any trade discount offered. Prepayments are valued al the amount prepaid nel of any trade discounts due. 1.9 Cash at bank and in hand Cash al bank and in hand includes cash and short-term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account. 1.10 Creditors and provisions Creditors and provisions are wognised where the company has a present obligab'on resulting from a past event that will probably result in the transfer of funds lo a third party and the amount due lo settle that obligation can be measured or eslimaled reliably. Creditors and provisions are initially recognised al transaction value as none ￿present a financing transaction. They are only derecognised when they are extinguished. Page 20

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS For the Period Ended 30 June 2020 Accounting policies Icontinuedl 1.11 Pensions The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. Income from donations and legacies Unrestricted funds 2020 Total funds 2020 Donations 30,818,928 30,818,928 Page 21

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS For the Period Ended 30 June 2020 Analysis of grants Grants to Institutions 2020 Total funds 2020 Grants awarded 21,348,310 21,348,310 During the year the Foundation made grants in eX￿sS of £399,000 to the following institutions.. 2020 10.'10 Foundation Possible 415,000 810,649 500.000 1,200,000 510,000 450,000 400.000 430.000 4,030,613 540,000 4,877.176 400,000 458,015 425,000 806.543 1,003,698 400,000 812,863 2,878.753 350.org Canopy Planet Society Clean Air Task Force, Inc. The Climate Group (Climate Change Organisalionl Climate Subak Energy Climate Intelligence Unil IECIUI Energy Transition IETCIRocky Mountain Inslilutel China Global Coal Campaign (Stitchling SED Fund) Green Finance Institute Growald Family Fund Make My Money Matter Map Biomas New Automotive Rights & Resources Initiative Rocky Mountain Institute UK100 Woods Hole Research Cent Other grants lo institutions 21,348,310 The Foundation has entered into commitments that may result in further grants lotalling £42,804,909 being paid to institutions in future years. These payments are subject to criteria that need lo be satisfied by the recipient and are dependent on the Foundation having appropriate funds available to finance them. All future payments are subject to the Foundation's discretion and, as such, liabilities for these grants have not been recognised at 30 June 2020. Page 22

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS For the Period Ended 30 June 2020 Other expenditure Unrestricted funds 2020 Total funds 2020 Admin expenses Finan￿ costs Foreign Exchange Gain Consulting fees Legal and professional fees Wages and Salaries Employer's National Insurance Pension costs Other staff costs Depreciation 106,019 249 1142,6591 1,898,603 807,417 267,719 35,282 3,115 1,819 329 106,019 249 (142.6591 1,898,603 807,417 267.719 35,282 3,115 1,819 329 2,977,893 2,977,893 Auditors. remuneration Legal and profession81 fees Inole 41 include the following.. 2020 Fees payable lo the Company's auditor for the audit of the Company's annual accounts Fees payable to the Company's auditor in respect of.. All non-audit services not included above 6.000 5.500 Page 23

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS For the Period Ended 30 June 2020 Staff costs 2020 Wages and salaries Social security costs Contribution lo defined contribution pension schemes 267.719 35,282 3,115 306.116 The average number of persons employed by the Company during the period was as follows.. 2020 No. Employees The number of employees whose employee benefits (excluding employer pension costs) ex￿eded £60,000 was. 2020 No. In the band £90,001 - £100,000 In the band £130,001- £140,000 Staff included above are considered lo be key management personnel of the charitable company. Trustee8' remuneration and expenses During the period, no Trustees received any remuneration or other benefits. During the period ended 30 June 2020, no Trustee expenses have been incurred. Page 24

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS For the Period Ended 30 June 2020 Tangible fixed assets Office equipment Compuler equipment Total Cost Additions 315 7.125 7.440 At 30June 2020 315 7.125 7,440 Depreciation Charge for the period 329 329 At 30 June 2020 329 329 Net book value At 30June 2020 315 6,796 7,111 Debtors 2020 Due wlthln one year Prepayments and accrued income 4,095 4.095 10. Creditors: Amounts falling due within one year 2020 Trade creditors Other creditors 206.960 7.021 104,131 1,368,100 Accruals and deferred income Grants payable institutional 1,686.212 Details of future grant commitments are given in note 3 to the accounts. Page 25

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS For the Period Ended 30 June 2020 11. Statement of funds ststement of funds- current period Balance at 30 June 2020 Income Expenditure Unrestricted funds General Funds- all funds 30,818,964 124,326,203} 6,492,761 12. Analysis of net assets between funds Unrestricted funds 2020 Total funds 2020 Tangible fixed assets Current assets Creditors due wthin one year 7,111 7,111 8, 171,862 8,171.862 11,686,212) 11.686.212) Total 6,492,781 6,492,761 13. Reconciliation of net movement in funds to net cash flow from operating activities 2020 Net income for the period las per Statement of Financial Activiliesl 6,492,761 Adjustments for: Depreciation charged Purchase of tangible fixed assets Dec￿aSe/llnC￿aseI in debtors Increase in creditors 329 {7.4401 {4,0951 1,686,212 Net cash provided by operating activities 8,167.767 Page 26

DoGuSign Envelope ID". F107533C-DOBD466F.B3E64DD4162297FE Quadrature Climate Foundation IA Company Limiled by Guarantee) NOTES TO THE FINANCIAL STATEMENTS For the Period Ended 30 June 2020 14. Analysis of cash and cash equivalents 2020 Cash al bank 8,167.767 Total cash and cash equivalents 8,167,767 15. Analysls of Net Debt At 30 June 2020 Cash floKts Cash al bank and in hand 8.167.767 8,167.767 8,167,767 8,167,767 16. Pension commitments The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company In an independently administered fund. The pension cost charge represents contributions payable by the company lo the scheme and amounted to £3,115. AI 30 June 2020 contributions of £3,115 were unpaid and included In other creditors. 17. Related party transactions During the period, donations of £30,818,928 were received from Quadralure Capital Limited IQCLI, a company controlled by kn of the Foundation's trustees. Expenditure of £1,846.049 was Incurred by QCL on behalf of the Foundation and recharged al cost. A total of £16,464 was due lo QCL al the period end and is included in creditors (note 101. Page 27