Registre de Commerce et des Sociétés

YYQUHLP20220428T13283701_002
Numéro RCS : B204552
Référence de dépôt : L220123096 RCSL Nr. : B204552 Matricule : 2016 2409 884
Déposé et enregistré le 04/07/2022
eCDF entry date : 01/07/2022

ABRIDGED BALANCE SHEET

Financial year from 01 01/01/2021 to 02 31/12/2021 (in 03 CHF )

Nemesia S.à r.l.

40, Boulevard Grande Duchesse Charlotte
L-1330 Luxembourg

ASSETS

Reference(s) Current year Previous year

A. Subscribed capital unpaid 1101 101 102

I. Subscribed capital not called 1103 103 104

II. Subscribed capital called but

unpaid 1105 105 106

B. Formation expenses 1107 107 108

C. Fixed assets 1109 109 110

I. Intangible assets 1111 111 112

II. Tangible assets 1125 125 126

III. Financial assets 1135 135 136

D. Current assets 1151 151 3.027.393.219,38 152 2.862.643.891,50

I. Stocks 1153 153 154

II. Debtors 1163 163 20.814.120,00 164 21.962.192,87

a) becoming due and payable
within one year 1203 3 203 20.814.120,00 204 21.962.192,87
b) becoming due and payable
after more than one year 1205 205 206

III. Investments 1189 4 189 3.006.555.841,60 190 2.838.196.121,10

IV. Cash at bank and in hand 1197 197 23.257,78 198 2.485.577,53

E. Prepayments 1199 5 199 200 3.162,51

TOTAL (ASSETS) 201 3.027.393.219,38 202 2.862.647.054,01

The notes in the annex form an integral part of the annual accounts
 YYQUHLP20220428T13283701_002

RCSL Nr. : B204552 Matricule : 2016 2409 884

CAPITAL, RESERVES AND LIABILITIES

Reference(s) Current year Previous year

A. Capital and reserves 1301 6 301 3.019.984.904,86 302 2.856.860.450,63

I. Subscribed capital 1303 303 21.457,06 304 21.457,06
II. Share premium account 1305 305 2.789.829.417,81 306 2.756.249.933,99
III. Revaluation reserve 1307 307 308

IV. Reserves 1309 309 2.145,71 310 2.145,71

V. Profit or loss brought forward 1319 319 100.586.913,87 320 10.083.971,21
VI. Profit or loss for the financial year 1321 321 200.678.644,72 322 90.502.942,66
VII. Interim dividends 1323 323 -71.133.674,31 324 0,00
VIII. Capital investment subsidies 1325 325 326

B. Provisions 1331 331 332

C. Creditors 1435 7 435 7.408.314,52 436 5.786.603,38

a) becoming due and payable
within one year 1453 453 197.053,03 454 177.759,33
b) becoming due and payable
after more than one year 1455 455 7.211.261,49 456 5.608.844,05

D. Deferred income 1403 403 404

TOTAL (CAPITAL, RESERVES AND LIABILITIES) 405 3.027.393.219,38 406 2.862.647.054,01

The notes in the annex form an integral part of the annual accounts
Registre de Commerce et des Sociétés
YYQUHLP20220428T13283701_003
Numéro RCS : B204552
Référence de dépôt : L220123096 RCSL Nr. : B204552 Matricule : 2016 2409 884
Déposé le 04/07/2022
eCDF entry date : 01/07/2022

ABRIDGED PROFIT AND LOSS ACCOUNT

Financial year from 01 01/01/2021 to 02 31/12/2021 (in 03 CHF )

Nemesia S.à r.l.

40, Boulevard Grande Duchesse Charlotte
L-1330 Luxembourg

Reference(s) Current year Previous year

1. to 5. Gross profit or loss 1651 8 651 -1.386.308,10 652 -852.959,64

6. Staff costs 1605 12 605 -134.052,76 606 -109.022,84

a) Wages and salaries 1607 607 -118.465,82 608 -94.645,19
b) Social security costs 1609 609 -13.503,63 610 -12.314,15
i) relating to pensions 1653 653 -13.503,63 654 -12.314,15
ii) other social security costs 1655 655 656

c) Other staff costs 1613 613 -2.083,31 614 -2.063,50

7. Value adjustments 1657 657 658

a) in respect of formation expenses

and of tangible and intangible
fixed assets 1659 659 660

b) in respect of current assets 1661 661 662

8. Other operating expenses 1621 621 622

The notes in the annex form an integral part of the annual accounts
 YYQUHLP20220428T13283701_003

RCSL Nr. : B204552 Matricule : 2016 2409 884

Reference(s) Current year Previous year

9. Income from participating interests 1715 715 716

a) derived from affiliated undertakings 1717 717 718

b) other income from participating

interests 1719 719 720

10. Income from other investments and

loans forming part of the fixed assets 1721 721 166.945.298,37 722 112.514.935,18
a) derived from affiliated undertakings 1723 723 724

b) other income not included under a) 1725 9 725 166.945.298,37 726 112.514.935,18

11. Other interest receivable and similar

income 1727 727 578.302,60 728 6.428.475,71
a) derived from affiliated undertakings 1729 729 730

b) other interest and similar income 1731 10 731 578.302,60 732 6.428.475,71

12. Share of profit or loss of

undertakings accounted for under the
equity method 1663 663 664

13. Value adjustments in respect of

financial assets and of investments
held as current assets 1665 665 666

14. Interest payable and similar expenses 1627 627 36.105.571,79 628 -26.950.368,80
a) concerning affiliated undertakings 1629 629 630

b) other interest and similar expenses 1631 11 631 36.105.571,79 632 -26.950.368,80

15. Tax on profit or loss 1635 13 635 -1.336.748,27 636 -522.892,67

16. Profit or loss after taxation 1667 667 200.772.063,63 668 90.508.166,94

17. Other taxes not shown under items

1 to 16 1637 637 -93.418,91 638 -5.224,28

18. Profit or loss for the financial year 1669 669 200.678.644,72 670 90.502.942,66

The notes in the annex form an integral part of the annual accounts
Registre de Commerce et des Sociétés
Numéro RCS : B204552
Référence de dépôt : L220123096
Déposé le 04/07/2022

Nemesia S.à r.l.

ANNUAL ACCOUNTS

FOR THE YEAR ENDED

31 DECEMBER 2021

Registered office : 40, Boulevard Grande Duchesse Charlotte

L-1330 Luxembourg
R.C.S. Luxembourg B204552
 Table of contents

Page(s)

Abridged balance sheet 1/2 - 2/2

Abridged profit and loss account 1/2 - 2/2
Notes to the annual accounts 1-8
 Nemesia S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)

1. GENERAL
Nemesia S.à r.l. (the “Company”) was incorporated in Luxembourg on 22 February 2016 as a
société à responsabilité limitée (“S.à r.l.”) subject to the Luxembourg law for an unlimited period
of time. On 29 April 2016, the Company transferred its registered office from 19, rue de
Bitbourg, L-1273 Luxembourg to 40, Boulevard Grande Duchesse Charlotte, L-1330
Luxembourg. The Company is registered with the “Registre de Commerce et des Sociétés” in
Luxembourg under the number B204.552.

The purpose of the Company is the holding of participations, in any form whatsoever, in
Luxembourg and foreign companies and in any other form of investment, the acquisition by
purchase, subscription or in any other manner as well as the transfer by sale, exchange or
otherwise of securities of any kind and the administration, management, control and
development of its portfolio.

The Company may further guarantee, grant security, grant loans or otherwise assist the
companies in which it holds a direct or indirect participation or right of any kind or which form
part of the same group of companies as the Company.

The Company may, except by way of public offering, raise funds especially through borrowing
in any form or by issuing any kind of notes, securities or debt instruments, bonds and
debentures and generally issue securities of any type.

The Company may carry out any commercial, industrial, financial, real estate or intellectual
property activities which it may deem useful in accomplishment of these purposes.

On the basis of the criteria set out by article 313 of the Luxembourg Law on Commercial
Companies, the Company is exempted from the obligation to draw up consolidated accounts
and a consolidated management report for the year 31 December 2016. Therefore, in
accordance with the legal provisions, these annual accounts were presented on a non-
consolidated basis for approval by annual general meeting of sole shareholder.

The Company’s financial year runs form 1 January to 31 December except for the first financial
period which ran from 22 February 2016 (date of incorporation) to 31 December 2016.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1. Basis of preparation

These annual accounts have been prepared in conformity with applicable legal and statutory
requirements in Luxembourg under the historical cost convention except for transferable
securities which are valued at the lower of cost or market.

2.2. Significant accounting policies

The following are the significant accounting policies and valuation rules adopted by the
Company in the preparation of these annual accounts.

-1-
 Nemesia S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)

2.2.1. Foreign currency translation

The Company maintains its books and records in Swiss Francs (“CHF”). The abridged
balance sheet and the abridged profit and loss account are expressed in CHF.
Translation of foreign currency transactions

Foreign currency transactions are translated into CHF using the exchange rates prevailing at
the dates of the transactions.

Translation of foreign currency balances as at the balance sheet date

x Financial fixed assets denominated in currencies other than CHF are translated at the
historical exchange rates;
x Other assets denominated in currencies other than CHF are translated at the lower
between the exchange rate prevailing at the balance sheet date and historical exchange
rate;
x Debts denominated in currencies other than CHF having an economic link with financial
fixed assets are translated at the historical exchange rates;
x Other debts denominated in currencies other than CHF are translated at the higher
between the exchange rate prevailing at the balance sheet date and historical exchange
rate; and
x Cash at bank and in hand denominated in currencies other than CHF are translated at the
exchange rates prevailing at the balance sheet date.

As a result, realized exchange gains and losses and unrealized exchange losses are recorded
in the profit and loss account. Unrealized exchange gains are not recognized unless if it arises
from cash at bank and in hand.

2.2.2. Debtors
Debtors are recorded at their nominal value. These are subject to value adjustments where
their recovery is compromised. These value adjustments are not continued if the reasons for
which the value adjustments were made ceased to apply.

2.2.3. Investments
Investments are valued, individually, at the lower of purchase price or market value. Acquisition
cost includes the incidental costs incurred at the time of the acquisition and is calculated on
the basis of weighted average cost method. A value adjustment is recorded where the market
value is lower than the purchase price. The market value corresponds to:

x For securities listed on a stock exchange or traded on another regulated market, the
market value is based on the last available quote.
x For unlisted securities or securities that are not traded on another regulated market or
where the last quote is not representative, the market value is based from the most
probable market or recovery value estimated with due care and in good faith by the Board
of Managers.

-2-
 Nemesia S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)

2.2.4. Provisions
Provisions are intended to cover losses or debts which originate in the financial year under
review or in the previous financial year, the nature of which is clearly defined and which, at the
date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain
as to their amount or the date they will arise.
Provisions for taxation
Provisions for taxation corresponding to the tax liability estimated by the Company for the
financial years for which the tax return has not yet been filed are recorded under the caption
“Provisions”. The advance payments are shown in the assets of the balance sheet under the
“Debtors” item.

2.2.5. Creditors
Creditors are recorded at their reimbursement value.

3. DEBTORS
Debtors are composed of the following:
31/12/2021 31/12/2020
CHF CHF
Debenture Facility Shamaran 20.814.120,00 20.182.560,00
Secure fees Natixis - 1.779.632,87

Total 20.814.120,00 21.962.192,87

All debtor balances are due and payable within one year.

4. INVESTMENTS
Investments are composed of:
31/12/2021 31/12/2020
CHF CHF

Investments equity securities, at cost 3.192.243.715,96 3.063.351.418,82

Unrealized revaluation loss - equity securities -185.687.874,36 -225.155.297,72

Total 3.006.555.841,60 2.838.196.121,10

5. PREPAYMENTS
This account is mainly constituted by charges recorded during the period but partly chargeable
in the next year.

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 Nemesia S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)

6. CAPITAL AND RESERVES

Movements during the year are as follows:
Subscribed Share premium Reserves Profit or loss Profit or loss for Interim Total
capital account brought forward the financial dividends
year
CHF CHF CHF CHF CHF CHF CHF
Opening balance 21.457,06 2.756.249.933,99 2.145,71 10.083.971,21 90.502.942,66 - 2.856.860.450,63

Capital contribution increase - 33.579.483,82 - - - - 33.579.483,82

Capital contribution refund - - - - - - -
Allocation of prior year's result - - - 90.502.942,66 -90.502.942,66 - -
Result for the financial year - - - - 200.678.644,72 200.678.644,72
Interim dividends - - - - - -71.133.674,31 -71.133.674,31

Closing balance 21.457,06 2.789.829.417,81 2.145,71 100.586.913,87 200.678.644,72 -71.133.674,31 3.019.984.904,86

Subscribed capital
As at 31 December 2021, the subscribed capital of the Company amounts to CHF 21.457,06
represented by 687.500 class A shares, 687.500 class B, 687.500 class C and 83.206 class D
with par value of CHF 0,01 each, all of which are fully paid up.
Share premium account
During the year 2021, the shareholders contributed to the share premium (Class A) of the
Company for a total amount of CHF 9.010.385,41 i.e. CHF 4.823.510,31 from Zebra Holdings
and Investments S.à r.l. and CHF 4.186.875,10 from Lorito Holdings S.à r.l..
During the year 2021, Zebra Holdings and Investments S.à r.l., one of the shareholders,
contributed to the share premium (Class B) of the Company for an amount of CHF
13.626.552,86.
During the year 2021, Lorito Holdings S.à r.l., one of the shareholders, contributed to the share
premium (Class C) of the Company for an amount of CHF 10.942.545,55.
As at 31 December 2021, the total share premium account of the Company amounts to CHF
2.789.829.417,81 composed as follows: CHF 213.224.767,21 for the Class A shares, CHF
1.642.163.505,44 for the Class B shares, CHF 565.778.244,62 for the Class C shares and
CHF 368.662.900,54 for the Class D shares.

Legal reserve
In accordance with Luxembourg law, the Company is required to allocate a minimum of 5 %
of its net profits for each financial year to a legal reserve. This requirement ceases to be
necessary once the balance on the legal reserve reaches 10 % of the subscribed capital. The
legal reserve is not available for distribution to the shareholders.

Interim dividends
In 2021, the Company paid to the shareholders interim dividends for a total amount of CHF
71’133’674.31 i.e. CHF 14’501’361.84 to Landor Lux S.à r.l. and CHF 56’632’312.47 to Lorito
Holdings S.à r.l..

-4-
 Nemesia S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)

7. CREDITORS
Creditors are composed of the following:
Due and payable Due and payable Total Total
within one year after more than 31/12/2021 31/12/2020
one year

CHF CHF CHF CHF

Amounts payable to shareholders (budget & C/A) - 7.211.261,49 7.211.261,49 5.608.844,05
Amounts payable to shareholders (int. budget & C/A) 179,92 - 179,92 179,85
Trade creditors 62.820,35 - 62.820,35 68.556,64
Other creditors 134.052,76 - 134.052,76 109.022,84
Total 197.053,03 7.211.261,49 7.408.314,52 5.786.603,38

8. GROSS PROFIT OR LOSS

Gross profit or loss is composed of the following items:
2021 2020
CHF CHF
Accounting, tax and audit fees -70.844,97 -71.876,94
Bank charges -1.268.257,52 -744.228,55
Legal fees -13.436,23 -4.341,61
Rental expenses -30.420,00 -30.057,29
Other external charges -3.349,38 -2.455,25

Total -1.386.308,10 -852.959,64

9. INCOME FROM OTHER INVESTMENTS AND LOANS FORMING PART OF THE

FIXED ASSETS

Income from investments are composed of the following:

2021 2020
CHF CHF

Dividend income from investments 166.945.298,37 112.514.935,18

Total 166.945.298,37 116.596.529,21

-5-
 Nemesia S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)

10. OTHER INTEREST RECEIVABLE AND SIMILAR INCOME

There are composed of the following:
2021 2020
CHF CHF

Realized foreign exchange gains 578.000,52 6.372.025,25

Interests on other amounts 302,08 56.450,46
Total 578.302,60 6.428.475,71

11. INTEREST PAYABLE AND SIMILAR EXPENSES

These are composed of the following:
2021 2020
CHF CHF
Unrealized price and exchange loss on investments 39.467.423,36 -22.475.423,31
Realized foreign exchange losses -4.032.151,38 -3.033.168,98
Unrealized foreign exchange losses 680.454,93 -1.429.770,31
Interest on shareholder payable (budget & C/A) - -37,96
Interest on bank overdrafts -10.155,12 -11.968,24

Total 36.105.571,79 -26.950.368,80

12. STAFF
The Company employed 3 staffs during the financial year ended 31 December 2021 (2020: 3).

13. TAX ON PROFIT OR LOSS

This item is composed of the Canadian withholding taxes held on dividends received.

14. EMOLUMENTS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND

SUPERVISORY BODIES AND COMMITMENTS IN RESPECT OF RETIREMENT
PENSIONS FOR FORMER MEMBERS OF THOSE BODIES
The Company did not grant any emoluments and has no commitments in respect of retirement
pensions to members of its management during the financial year ended 31 December 2021.

15. ADVANCES AND LOANS GRANTED TO MEMBERS OF THE MANAGEMENT AND

SUPERVISORY BODIES
The Company did not grant any advances or loans to members of its management during the
financial year ended 31 December 2021.

-6-
 Nemesia S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)

16. OFF-BALANCE SHEET COMMITMENTS

The Company has the following commitments as at 31 December 2021:
x On 17th October 2016, the Company signed a general pledge and assignment agreement
in favour of Bank Julius Bär & Cie Ltd including its Swiss and foreign branches, as security
for all present and future claims which the bank currently has or may acquire in the future
against Lorito Holdings (Guernsey) Limited.

x On 17th October 2016, the Company signed a general pledge and assignment agreement
in favour of Bank Julius Bär & Cie Ltd including its Swiss and foreign branches, as security
for all present and future claims which the bank currently has or may acquire in the future
against Lorito Holdings S.à r.l..

x On 17th October 2016, the Company signed a general pledge and assignment agreement
in favour of Bank Julius Bär & Cie Ltd including its Swiss and foreign branches, as security
for all present and future claims which the bank currently has or may acquire in the future
against Zebra Holdings and Investments S.à r.l..

x On 21st October 2016, the Company signed a general pledge and assignment agreement
in favour of Bank Julius Bär & Cie Ltd including its Swiss and foreign branches, as security
for all present and future claims which the bank currently has or may acquire in the future
against the Company and against LF Real Estate S.à r.l..

x On 21st December 2016, the Company signed a general pledge and assignment
agreement in favour of Bank Julius Bär & Cie Ltd including its Swiss and foreign branches,
as security for all present and future claims which the bank currently has or may acquire
in the future against Zebra Swiss Real Estate S.A..

x On 30th March 2017, the Company signed a general pledge and assignment agreement
in favour of Bank Julius Bär & Cie including its Swiss and foreign branches, as security for
all present and future claims which the bank currently has or may acquire in the future
against the company Blue Falcon S.à r.l..

x On 12th April 2018, the Company signed a general pledge and assignment agreement in
favour of Bank Julius Bär & Cie including its Swiss and foreign branches, as security for
all present and future claims which the bank currently has or may acquire in the future
against the company Zebra Holdings and Investments (Guernsey) Limited.

x On 18th December 2018, the Company signed a general pledge and assignment
agreement in favour of Bank Julius Bär & Cie including its Swiss and foreign branches, as
security for all present and future claims which the bank currently has or may acquire in
the future against the company Impala SCI.

x On 13th September 2019, the Company signed a general pledge and assignment
agreement in favour of Bank Julius Bär & Cie including its Swiss and foreign branches, as
security for all present and future claims which the bank currently has or may acquire in
the future against the company Nimir Holdings SAS.

-7-
 Nemesia S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)

17. SUBSEQUENT EVENTS

On 15 April 2022, the Company creates three new classes of shares, namely the class E
shares, the class F shares and the class G shares and to convert certain existing shares into
new class of shares. In the context the global restructuring of Nemesia S.à r.l., the actual
shareholders of the Company form a new Luxembourg special limited partnership under the
name Nemesia Holding SCSp with effect as of 15th April 2022. They transfer certain class of
shares to Nemesia Holding SCSp.

On 28 June 2022, the general meeting of shareholders of the Company decides to increase
the share capital by an amount of CHF 39’000’000.- to bring it from its current amount of
CHF 21’457.06 up to CHF 39’021’457.06 through the issue of new class A shares, new class
C shares, new class D shares, new class E shares, new class F shares and new class G
shares.

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 NEMESIA S.À R.L.
SOCIÉTÉ À RESPONSABILITÉ LIMITÉE
REGISTERED OFFICE: 40, BOULEVARD GRANDE DUCHESSE CHARLOTTE
L-1330 LUXEMBOURG
R.C.S. LUXEMBOURG B 204552
_________________________________________________________________________

Board of Managers :

Eric Fort
6, rue Henri Tudor, L-2635 Luxembourg

Mélissa Rigaux
40, Boulevard Grande Duchesse Charlotte, L-1330 Luxembourg

Jérôme Chabannet
40, Boulevard Grande Duchesse Charlotte, L-1330 Luxembourg

Allocation of the result :

Result brought forward from the previous year : CHF 100’586’913.87

Profit for the financial year ended on 31.12.2021 : CHF 200'678'644.72
Interim dividends CHF (71'133'674.31)
Result to be carried forward for the following financial year CHF 230'131'884.28