Annual Report and Financial Statements
31 January 2022
BAILLIE GIFFORD
SHIN NIPPON PLC
Investing in new
opportunities in Japan

Notes
None of the views expressed in this document should be construed as advice to buy or sell a particular investment.
Investment trusts are UK public listed companies and as such comply with the requirements of the UK Listing
Authority. They are not authorised or regulated by the Financial Conduct Authority.
Baillie Gifford Shin Nippon PLC currently conducts its affairs, and intends to continue to conduct its affairs, so that
the Company’s Ordinary Shares can qualify to be considered as a mainstream investment product and can be
recommended by Independent Financial Advisers (IFAs) to ordinary retail investors in accordance with the rules of
the Financial Conduct Authority (FCA) in relation to non-mainstream investment products.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take you should consult your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000
immediately if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser.
If you have sold or otherwise transferred all of your holding in Baillie Gifford Shin Nippon PLC, please forward this
document, together with accompanying documents, but not your personalised Form of Proxy, as soon as possible
to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was
or is being effected for delivery to the purchaser or transferee.
1 Financial Highlights
Strategic Report
2 Chairman’s Statement
4 One Year Summary
5 Three Year and Five Year
Performance Summary
7 Business Review
11 Managers’ Report
14 Review of Investments
18 Investment Changes
19 Baillie Gifford Statement on Stewardship
21 Distribution of Total Assets and
Relative Weightings
22 List of Investments
24 Portfolio by Investment Theme
25 Ten Year Record
Governance Report
26 Directors and Management
28 Directors’ Report
32 Corporate Governance Report
36 Audit Committee Report
38 Directors’ Remuneration Report
40 Statement of Directors’ Responsibilities in
respect of the Annual Report and Financial
Statements
Financial Report
41 Independent Auditor’s Report
46 Income Statement
47 Balance Sheet
48 Statement of Changes in Equity
49 Cash Flow Statement
50 Notes to the Financial Statements
Shareholder Information
62 Notice of Annual General Meeting
65 Further Shareholder Information
66 Cost-effective Ways to Buy and Hold
Shares in Baillie Gifford Shin Nippon
67 Sustainable Finance Disclosure
Regulation (‘SFDR’)
69 Glossary of Terms and Alternative
Performance Measures
71 Communicating with Shareholders
Contents
Investor Disclosure Document
The UK Alternative Investment Fund Managers Regulations requires certain information to be
made available to investors prior to their investment in the Company. The Company’s Investor
Disclosure Document is available for viewing at shinnippon.co.uk.

Baillie Gifford Shin Nippon PLC 01
Source: Thomson Reuters Datastream.
Premium/(Discount)
J
2021
FMAMJJA
S
O
N D
J
2022
(4%)
4%
6%
2%
(2%)
0%
Financial Highlights
†
Alternative Performance Measure – see Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
#
The comparative index is the MSCI Japan Small Cap Index (total return and in sterling terms).
Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 68.
Past performance is not a guide to future performance.
Source: Refinitiv.
Share price
NAV
Benchmark*
J
2021
FMAMJJA
S
O
N D
J
2022
70
80
110
95
100
105
85
90
75
NAV, Share Price and
Comparative Index
(figures rebased to 100
at 31 January 2021)
Share price
NAV (after deducting
borrowings at fair value
†
)
Comparative Index
#
Total Returns*
Premium/(discount)
†
Premium/(discount)
(after deducting
borrowings at fair
value) plotted as at
month end dates
Share Price -28.5% NAV -24.1%
(borrowings at
book value)
NAV -24.1%
(borrowings at
fair value
†
)
Comparative Index -4.3%
Financial Highlights – Year to 31 January 2022
Shin Nippon’s objective is to pursue long term
capital growth through investment principally in
small Japanese companies.
* Source: Refinitiv/Baillie Gifford. Alternative Performance Measure – see Glossary of Terms and Alternative Performance Measures
on pages 69 and 70 and comparatives for 2021 on page 4.
Cover image: The paper lantern
has become a readily recognisable
part of Japanese life that has a
long history steeped in Japanese
and Asian culture.

02 Annual Report 2022
This Strategic Report, which includes pages 2 to 25 and incorporates the Chairman’s
Statement has been prepared in accordance with the Companies Act 2006.
Strategic Report
Strategic Report
Chairman’s Statement
Past performance is not a guide to future performance.
Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 68.
* After deducting borrowings at fair value. For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 69 and 70 .
Performance
As highlighted in my prior reports, your Board reviews performance
principally over rolling three-year periods. Over this period, to
31 January 2022, the Company’s comparative index (MSCI Japan
Small Cap Index, total return in sterling terms) return appreciated
by 10.4%. Shin Nippon’s net asset value per share* (‘NAV’)
appreciated by 10.9% during this period and its share price
by 1.9%.
Whilst frustrating that the returns over the three years are not stronger,
they need to be set against the backdrop of 2021 when there was
a pronounced shift in investor sentiment away from high growth
smaller businesses, despite their good ongoing operational
performance, in favour of larger and more cyclically exposed
companies. Over the year to 31 January 2022, Shin Nippon’s
NAV per share declined by 24.1% and its share price by 28.5%.
The comparative index declined by 4.3%. Having started the
period at a 5.4% premium, the Company’s shares ended the
period at a 0.8% discount to the NAV per share.
Until the current reporting period, the Managers’ stock picking
approach, which aims to identify young, entrepreneurial and
disruptive Japanese companies, had produced impressive results
over several years. This approach pays little attention to the
composition of the comparative index when constructing the
portfolio and consequently the portfolio differs quite markedly
from it. It is therefore not unexpected to have a period when
performance is not as hoped and indeed it would be odd for
this not to be the case; shareholders should expect periods of
underperformance. In the Managers’ Report on pages 11 to 13,
you will find a more detailed explanation of the more recent
performance and commentary on some of the holdings, as well
as performance numbers over five and ten years.
Borrowings
The Managers, with the Board’s support, continue to use gearing.
Over the course of the year invested gearing increased from 8%
to 11% and potential gearing from 9% to 16%. Total borrowings
increased by ¥5bn (£32.3m) to ¥14.1bn (£91.1m) as the Company
drew ¥5bn from a new three-year fixed rate facility with an interest
rate of 1.4%.
During the year the yen weakened against sterling by 7.0%.
The Company undertook no currency hedging during the year
and has no plans to do so.
Revenue Return and Ongoing Charges
Revenue return per share was a positive 0.29p compared to a
loss of 0.05p the prior year. The revenue reserve remains in deficit
therefore the Company is not in a position to pay a dividend.
It is pleasing to note however that the Company’s ongoing
charges were 0.66% compared to 0.71% a year earlier.
Share Issuance and Buybacks
During the course of the year the Company issued 12.96m shares
(4.3% of the issued share capital as at 31 January 2021) at a
premium to NAV per share, raising £31.4m of new capital.
This was undertaken when there was a notable imbalance
between demand and supply. In addition to the issuance helping
manage the share price premium to NAV, the Board is of the view
that increasing the size of the Company helps to improve liquidity,
reduces costs per share and increases the appeal of the Company
to a wider range of shareholders.
As part of this year’s Annual General Meeting (‘AGM’) business,
authority will once again be sought to approve share issuance,
on a non pre-emptive basis, of up to 10% of the Company’s
issued share capital. Any share issuance would be undertaken at
a premium to NAV per share and therefore be NAV accretive for
existing shareholders.
Although no shares were bought back during the year, there will
also be an AGM resolution to authorise the approval of share buy
backs should the shares start trading at a substantial discount to
NAV per share. As with issuing shares at a premium, buying back
shares at a discount enhances the net asset value attributable to
all existing shareholders.
Board Composition and Governance
Merryn Somerset Webb will not be seeking re-election as a
Director at our AGM on 12 May 2022. I would like to place
on record the Board’s huge gratitude for the support Merryn has
given the Company over the past 10 years. I am pleased to report
that the Board has agreed to appoint Sethu Vijayakumar as the
Company’s Senior Independent Director following Merryn’s departure.
I am also pleased to report the appointment of two new Directors.
Claire Finn joined the Board on 1 November 2021 and Abigail
Rotheroe on 1 March 2022. Claire has lived and worked in Japan
and brings with her a wealth of relevant experience. Abigail is a
former fund manager specialising in Asian (including Japanese)
equities who has recently moved into impact investing and
sustainability. Both appointments are subject to shareholder
approval at the AGM in May.
During the year an external agency, Fletcher Jones, was
commissioned to conduct an independent evaluation of both the
Board and the Chairman. I am pleased to report a satisfactory
outcome to this process.

Baillie Gifford Shin Nippon PLC 03
Strategic Report
Environmental, Social and Governance (ESG)
The consideration of ESG factors is part of the long term, active,
patient and growth focussed approach to investment by our
Managers. Your Board is pleased with the focus the Managers
place on ESG and the resources applied to it. ESG in its widest
sense is a broad and complex subject and it features as part of
every Board meeting. Along with additional training undertaken,
the appointment of Abigail strengthens the Board’s oversight of
such matters. No doubt there will be more to report on ESG in
future years as further research and techniques are developed to
evolve the integration of ESG issues into the investment decision
making process.
Annual General Meeting
I am pleased to report that as matters stand, it is intended that
this year’s AGM will take place in person at Baillie Gifford’s offices
in Edinburgh at 9.30am on Thursday 12 May 2022. The Managers
will be presenting and the Board and I look forward to seeing as
many of you there as possible. Should circumstances change,
and shareholders not be permitted to attend the AGM, further
information will be made available through the Company’s website
at shinnippon.co.uk and the London Stock Exchange regulatory
news service.
Outlook
2021 created a difficult backdrop for small cap growth investing
in Japan. The favourable environment for disruptive small caps
stalled last year. This was particularly pronounced due to their
inherent characteristics: many are embryonic, operate in niche
areas and have sparse investment analyst coverage. The share
price underperformance of high growth businesses is disappointing
but perhaps not unusual as one period of strong outperformance
will often lead to a period of underperformance. Over the course
of the last year, investor sentiment shifted away from the growth
companies in which we invest in favour of so-called value names.
That said, sentiment and macro matters often have no bearing
on the fundamentals of small cap growth businesses adding
significant value over longer, more meaningful, time periods as
can clearly be demonstrated by Shin Nippon’s five-year performance.
The appalling situation developing in Ukraine has weighed heavily
on global markets and the Company’s share price and NAV are not
immune. There is a key emerging risk from the interconnectedness
of global economies and the related exposure of the Company’s
portfolio to the societal and financial implications of the military
conflict. This may well restrain growth in some of the Company’s
investments.
Our Managers will continue to promote a ‘bottom-up’ stock
picking approach dedicated to researching and sourcing
disruptive companies and technologies that will allow those
businesses to outperform in the long term. A proposed Board trip
to Japan has been postponed for two years and it is hoped that
our trip, planned for November 2022, will proceed. This will allow
your Board to visit existing and potential holdings within the
portfolio. Inevitably after the disappointing short-term performance
of the Company your Board will look to the Managers to reverse
this trend by continuing to look for good quality companies which
have the ability to challenge norms.
M Neil Donaldson
15 March 2022

04 Annual Report 2022
Strategic Report
Past performance is not a guide to future performance.
31 January
2022
31 January
2021 % change
Total assets (before deduction of bank loans)* £643.8m £761.3m
Bank loans £91.1m £63.2m
Shareholders’ funds £552.7m £698.1m
Net asset value per ordinary share (after deducting borrowings at fair value)
†
175.8p 231.5p (24.1)
Net asset value per ordinary share (after deducting borrowings at book value)* 175.9p 231.7p (24.1)
Share price 174.4p 244.0p (28.5)
Comparative index
#
(4.3)
Yen/sterling exchange rate 154.59 143.77 (7.0)
(Discount)/premium (after deducting borrowings at fair value)
†
(0.8%) 5.4%
(Discount)/premium (after deducting borrowings at book value)
†
(0.9%) 5.3%
Revenue earnings per ordinary share 0.29p (0.05p)
Ongoing charges
†
0.66% 0.71%
Active share
†
95% 95%
Year to 31 January 2022 2022 2021 2021
Year’s high and low High Low High Low
Net asset value per ordinary share (after deducting borrowings at fair value)
†
263.2p 169.5p 251.4p 121.4p
Share price 268.0p 169.0p 270.0p 109.6p
Premium/(discount) (after deducting borrowings at fair value)
†
5.0% (4.7%) 13.3% (17.0%)
31 January
2022
31 January
2021
Net return per ordinary share
Revenue return 0.29p (0.05p)
Capital return (56.95p) 55.96p
Total return (56.66p) 55.91p
* See Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
†
Alternative Performance Measure – see Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
#
The comparative index is the MSCI Japan Small Cap Index (total return and in sterling terms).
Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 68.
One Year Summary
The following information illustrates how Shin Nippon has performed over the year to
31 January 2022.

Baillie Gifford Shin Nippon PLC 05
Past performance is not a guide to future performance.
Strategic Report
Three Year and Five Year Performance Summary
The following charts indicate how an investment in Shin Nippon has performed relative
to its comparative index, peer group and its net asset value over three and five year
periods to 31 January 2022. The Board reviews performance principally over rolling
three year periods.
Source: Refinitiv/Morningstar/Baillie Gifford and relevant underlying index providers
‡
.
Shin Nippon NAV
#
Shin Nippon share price
#
Comparative Index
*
Peer Group NAV
#
2019
Cumulative to 31 January
2022
2020 2021
75
175
150
125
100
Annual change in Net Asset Value and Share Price
Three Year Performance
(figures rebased to 100 at 31 January 2019)
Annual change in Net Asset Value and Share Price
relative to the Comparative Index*
Source: Refinitiv/Baillie Gifford
‡
.
NAV return (after deducting borrowings at fair value)
†
Share price return
2018
Years to 31 January
2019 2020
2021
2022
(30%)
10%
20%
60%
40%
0%
30%
50%
(20%)
(10%)
2018
Years to 31 January
2019 2020
2021
2022
(30%)
(20%)
0%
20%
40%
30%
10%
Source: Refinitiv/ Baillie Gifford and relevant underlying index providers
‡
.
Relative NAV return (after deducting borrowings at fair value)
†
Relative share price return
(10%)
#
Total return. NAV data is after deducting borrowings at fair value (see Glossary of Terms and Alternative Performance Measures on pages 69 and 70. AIC peer group
comprises: Atlantis Japan Growth, AVI Japan Opportunity, JP Morgan Japan Small Cap Growth & Income and Nippon Active Value; data is unweighted.
* The comparative index is the MSCI Japan Small Cap Index (total return and in sterling terms).
†
See Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
‡
See disclaimer on page 68.

06 Annual Report 2022
Strategic Report
Five Year Performance
(figures rebased to 100 at 31 January 2017)
2017
Cumulative to 31 January
2022
2019 2021
2018 2020
Source: Refinitiv/Baillie Gifford and relevant underlying index providers
‡
.
Share price
NAV (after deducting borrowings at fair value)
#
Comparative Index
*
*
The comparative index is the MSCI Japan Small Cap Index (total return and in
sterling terms).
#
See Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
50
300
150
200
100
Five Year Peer Group Performance
(figures rebased to 100 at 31 January 2017)
2017
Cumulative to 31 January
20222019 20212018 2020
50
250
200
Source: Morningstar/Baillie Gifford
‡
.
Shin Nippon
Peer Group
†
NAV total return (after deducting borrowings at fair value) in sterling terms
#
.
†
AIC peer group comprises: Atlantis Japan Growth, AVI Japan Opportunity,
JP Morgan Japan Small Cap Income & Growth and Nippon Active Value.
Data is unweighted.
#
See Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
150
100
Premium/(Discount) to Net Asset Value
(plotted on a quarterly basis)
2017
Years to 31 January
2022
2019 2021
2018 2020
(10%)
15%
5%
0%
(5%)
Source: Refinitiv/Baillie Gifford and relevant underlying index providers
‡
.
Shin Nippon premium/(discount)
The premium/(discount) is the difference between Shin Nippon’s underlying net asset
value per share (after deducting borrowings at fair value) and its quoted share price
expressed as a percentage of the net asset value per share (
see Glossary of Terms
and Alternative Performance Measures on pages 69 and 70
).
10%
Ongoing Charges
Source: Baillie Gifford.
Ongoing charges are calculated as total operating costs divided by average net
asset value (after deducting borrowngs at fair value) (see
Glossary of Terms and
Alternative Performance Measures on pages 69 and 70
).
2018
Years to 31 January
2019 2020
2021
2022
0.0%
1.2%
1.0%
0.8%
0.6%
0.4%
0.2%
‡
See disclaimer on page 68.
Past performance is not a guide to future performance.

Baillie Gifford Shin Nippon PLC 07
Business Model
Business and Status
Baillie Gifford Shin Nippon PLC (‘the Company’) is a public
company limited by shares and is incorporated in Scotland.
The Company is an investment company within the meaning of
section 833 of the Companies Act 2006 and carries on business
as an investment trust. Investment trusts are UK public listed
companies and their shares are traded on the London Stock
Exchange. They invest in a portfolio of assets in order to spread
risk. The Company has a fixed share capital although, subject
to shareholder approval sought annually, it may purchase its
own shares or issue shares. The price of shares is determined,
like other listed shares, by supply and demand.
The Company has been approved as an investment trust by
HM Revenue & Customs subject to the Company continuing to
meet the eligibility conditions. The Directors are of the opinion that
the Company has continued to conduct its affairs so as to enable
it to comply with the ongoing requirements of section 1158 of the
Corporation Tax Act 2010 and the Investment Trust (Approved
Company) Tax Regulations 2011.
The Company is an Alternative Investment Fund (AIF) for the purposes
of the UK Alternative Investment Fund Managers Regulations.
Objective and Policy
Baillie Gifford Shin Nippon’s objective is to pursue long term capital
growth through investment principally in small Japanese companies
which are believed to have above average prospects for growth.
The Board and Managers currently consider a small company to
be one that has either market capitalisation or turnover of less
than ¥150 billion. The Company is classified by the AIC within its
Japanese Smaller Companies sector.
The portfolio is constructed through the identification of individual
companies which offer long term growth potential, typically over a
three to five year horizon. The portfolio is actively managed and
does not seek to track the comparative index, hence a degree of
volatility against the index is inevitable.
In constructing the equity portfolio a spread of risk is achieved by
diversifying the portfolio through investment in 40 to 80 holdings.
Although sector concentration and the thematic characteristics of
the portfolio are carefully monitored, there are no maximum limits
to deviation from comparative index stock or sector weights.
Holdings are limited to 5% of total assets at time of purchase.
Any holding that, as a result of performance exceeds 5% of total
assets is subject to particular scrutiny. A holding greater than 5%
will continue to be held where the Managers are convinced of the
ongoing merits of the investment case.
The Company may invest in UK and Overseas domiciled pooled
funds, including UK listed investment trusts, that invest principally
in Japanese securities. On acquisition, no more than 15% of the
Company’s total assets will be invested in such companies or funds.
The portfolio is expected to consist of predominantly listed
equity holdings, however unlisted investments may also be held.
Holdings of unlisted investments shall not exceed 10% of the total
assets of the Company in aggregate at the time of purchase.
From time to time, fixed interest holdings, or non equity investments,
may be held on an opportunistic basis. The Company may use
derivatives which will be principally, but not exclusively, for the
purpose of efficient portfolio management (i.e. for the purpose
of reducing, transferring or eliminating investment risk in its
investments, including protection against currency risks).
The Company recognises the long term advantages of gearing.
Although the Company may have maximum equity gearing of
50% of shareholders’ funds, the Board would seek to have a
maximum equity gearing level of 30% of shareholders’ funds at
the time of drawdown.
Borrowings are typically invested in securities when it is considered
that investment grounds merit the Company taking a geared
position to securities. Gearing levels, and the extent of equity
gearing, are discussed by the Board and Managers at every
Board meeting. The Managers are tasked with ensuring that
gearing is managed efficiently and within the parameters set by
the Board and any loan covenants.
Performance
At each Board meeting, the Directors consider a number of
performance measures to assess the Company’s success in
achieving its objectives.
Key Performance Indicators
The key performance indicators (KPIs) used to measure the
progress and performance of the Company over time are
established industry measures and are as follows:
— the movement in net asset value per share compared to
the comparative index;
— the movement in the share price;
— the premium/discount of the share price to the net asset
value per share; and
— the ongoing charges.
An explanation of these measures can be found in the Glossary of
Terms and Alternative Performance Measures on pages 69 and 70.
These are also compared against the Company’s peers.
Performance is assessed over periods of one, three and five years
although the Board reviews performance principally over rolling
three year periods.
A historical record of the KPIs is shown on pages 4 to 6 and on
page 25.
Borrowings
The Company has ¥14,100 million (£91.1 million) fixed rate
secured borrowings with ING Bank N.V. (2021 – ¥9,100 million
(£63.2 million)) maturing between 27 November 2023 and
18 December 2024 as detailed on page 55.
During the year a new ¥5,000 million three year fixed rate
secured loan at an interest rate of 1.40% was drawn down
from ING Bank N.V.
Business Review
Strategic Report

08 Annual Report 2022
Principal and Emerging Risks
As explained on pages 33 and 34 there is a process for identifying,
evaluating and managing the risks faced by the Company on a
regular basis. The Directors have carried out a robust assessment
of the principal and emerging risks facing the Company, including
those that would threaten its business model, future performance,
regulatory compliance, solvency or liquidity. A description of these
risks and how they are being managed or mitigated is set out below.
The Board considers the ongoing Covid-19 pandemic to be a factor
which exacerbates existing risks, rather than a new emerging risk.
Its impact is considered within the relevant risks.
Financial Risk – the Company’s assets consist mainly of listed
securities and its principal risks are therefore market related and
include market risk (comprising currency risk, interest rate risk and
other price risk), liquidity risk and credit risk. An explanation of
those risks and how they are managed is contained in note 18
to the Financial Statements on pages 57 to 61. The Board has,
in particular, considered the impact of heightened market volatility
since the Covid-19 pandemic. To mitigate this risk the Board
considers at each meeting various portfolio metrics including
individual stock performance and weightings, the top and bottom
contributors to performance and relative sector weightings against
the comparative index. The Manager provides rationale for stock
selection decisions. A comprehensive strategy meeting is held
annually to facilitate challenge of the Company’s strategy. The Board
has considered the potential impact on the yen/sterling exchange
rate following the UK’s departure from the European Union and
subsequent trade agreement. The value of the Company’s investment
portfolio would be affected by any impact, positively or negatively,
on sterling but would be partially offset by the effect of exchange
movements on the Company’s yen denominated borrowings.
Investment Strategy Risk – pursuing an investment strategy to
fulfil the Company’s objective which the market perceives to be
unattractive or inappropriate, or an ineffective implementation of
an attractive or appropriate strategy, may lead to reduced returns
for shareholders and, as a result, a decreased demand for the
Company’s shares. This may lead to the Company’s shares trading
at a widening discount to their Net Asset Value. To mitigate this
risk, the Board regularly reviews and monitors the Company’s
objective and investment policy and strategy; the investment
portfolio and its performance; the level of premium/discount to
Net Asset Value at which the shares trade; and movements in
the share register.
Climate and Governance Risk – as investors place increased
emphasis on Environmental, Social and Governance (ESG) issues,
perceived problems on ESG matters in an investee company
could lead to that company’s shares being less attractive to
investors, adversely affecting its share price, in addition to potential
valuation issues arising from any direct impact of the failure to
address the ESG weakness on the operations or management of
the investee company (for example in the event of an industrial
accident or spillage). Repeated failure by the Investment Manager
to identify ESG weaknesses in investee companies could lead to
the Company’s own shares being less attractive to investors,
adversely affecting its own share price. This is mitigated by the
Investment Manager’s strong ESG stewardship and engagement
policies which are available to view on the Managers’ website:
bailliegifford.com and have been reviewed and endorsed by the
Strategic Report
Company, and which are fully integrated into the investment
process as well as the extensive up-front and ongoing due
diligence which the Investment Manager undertakes on each
investee company. This due diligence includes assessment of the
risks inherent in climate change (see page 35).
Discount Risk – the premium/discount at which the Company’s
shares trade relative to its Net Asset Value can change. The risk of
a widening discount is that it may undermine investor confidence
in the Company. To manage this risk, the Board monitors the level
of premium/discount at which the shares trade and the Company
has authority to buy back its existing shares when deemed by
the Board to be in the best interests of the Company and its
shareholders.
Regulatory Risk – failure to comply with applicable legal and
regulatory requirements such as the tax rules for investment trust
companies, the FCA Listing Rules and the Companies Act could
lead to suspension of the Company’s Stock Exchange listing,
financial penalties, a qualified audit report or the Company being
subject to tax on capital gains. To mitigate this risk, Baillie Gifford’s
Business Risk, Internal Audit and Compliance Departments
provide regular reports to the Audit Committee on Baillie Gifford’s
monitoring programmes. Major regulatory change could impose
disproportionate compliance burdens on the Company. In such
circumstances representation is made to ensure that the special
circumstances of investment trusts are recognised. Shareholder
documents and announcements, including the Company’s
published Interim and Annual Report and Financial Statements,
are subject to stringent review processes, and procedures are in
place to ensure adherence to the Transparency Directive and the
Market Abuse Directive with reference to inside information.
Custody and Depositary Risk – safe custody of the Company’s
assets may be compromised through control failures by the
Depositary, including breaches of cyber security. To mitigate this
risk, the Board receives six monthly reports from the Depositary
confirming safe custody of the Company’s assets held by the
Custodian. Cash and portfolio holdings are independently reconciled
to the Custodian’s records by the Managers. The Custodian’s
audited internal controls reports are reviewed by Baillie Gifford’s
Internal Audit Department and a summary of the key points is
reported to the Audit Committee and any concerns investigated.
Small Company Risk – the Company has investments in smaller
companies which are generally considered higher risk as changes
in their share prices may be greater and the shares may be
harder to sell. Smaller companies may do less well in periods of
unfavourable economic conditions. To mitigate this risk, the Board
reviews the investment portfolio at each meeting and discusses
the investment case and portfolio weightings with the Managers.
A spread of risk is achieved by holding a minimum of 40 stocks
and the relative industry weightings against the comparative index
are considered at each Board meeting.
Operational Risk – failure of Baillie Gifford’s systems or those
of other third party service providers could lead to an inability to
provide accurate reporting and monitoring or a misappropriation
of assets. To mitigate this risk, Baillie Gifford has a comprehensive
business continuity plan which facilitates continued operation of
the business in the event of a service disruption (including any
disruption resulting from the Covid-19 pandemic) or major disaster.
Baillie Gifford has continued to operate on a business as usual

Baillie Gifford Shin Nippon PLC 09
Strategic Report
basis throughout the Covid-19 pandemic. Following the relaxation
of Covid-19 restrictions by the Scottish and UK Governments,
Baillie Gifford has begun to see a gradual increase in office
attendance. A hybrid model is now operating, with staff determining
the most appropriate split between working from home and working
in the office. The Board reviews Baillie Gifford’s Report on Internal
Controls and the reports by other key third party providers are
reviewed by Baillie Gifford on behalf of the Board. In the year
under review, the other key third party service providers have
not experienced significant operational difficulties affecting their
respective services to the Company.
Leverage Risk – the Company may borrow money for investment
purposes (sometimes known as ‘gearing’ or ‘leverage’). If the
investments fall in value, any borrowings will magnify the extent
of this loss. If borrowing facilities are not renewed, the Company
may have to sell investments to repay borrowings. To mitigate this
risk, all borrowings require the prior approval of the Board and
leverage levels are discussed by the Board and Managers at every
meeting. Covenant levels are monitored regularly. Details of the
Company’s borrowings can be found in note 11 on page 55.
The majority of the Company’s investments are in listed securities
that are readily realisable. Further information on leverage can be
found on page 69 and in the Glossary of Terms and Alternative
Performance Measures on pages 69 and 70.
Political Risk – political developments are closely monitored
and considered by the Board. Following the departure of the UK
from the European Union and the subsequent trade agreement
between the UK and the European Union, the Board continues to
assess the potential consequences for the Company’s future
activities including those that may arise from further constitutional
change. The Board considers that the Company’s portfolio of
Japanese equities positions the Company to be suitably insulated
from such political risks.
Emerging Risks – as explained on pages 33 and 34, the Board has
regular discussions on principal risks and uncertainties, including
any risks which are not an immediate threat but could arise in the
longer term. The Board considers that the key emerging risks
arise from the interconnectedness of global economies and the
related exposure of the investment portfolio to emerging threats
such as the societal and financial implications of the escalation of
the Russia-Ukraine military conflict, cyber risk, and Covid-19 or
similar public health threat. These are mitigated by the Investment
Manager’s close links to the investee companies and their ability
to ask questions on contingency plans. The Investment Manager
believes the impact of such events may be to impact growth rather
than to invalidate the investment rationale over the long term.
Viability Statement
In accordance with provision 31 of the UK Corporate Governance
Code the Directors have assessed the prospects of the Company
over a period of five years. The Directors continue to believe this
period to be appropriate as it reflects the Company’s longer term
investment strategy and to be a period during which, in the absence
of any adverse change to the regulatory environment and to the
tax treatment afforded to UK investment trusts, they do not expect
there to be any significant change to the current principal risks
facing the Company nor to the effectiveness of the controls employed
to mitigate those risks. Furthermore, the Directors do not reasonably
envisage any change in strategy or any events which would
prevent the Company from operating over a period of five years.
The Directors continue to believe that the prospects for Japanese
small companies remain positive over the long term.
In considering the viability of the Company, the Directors have
conducted a robust assessment of each of the principal and
emerging risks and uncertainties detailed on pages 8 and 9
and in particular the impact of market risk where a significant fall
in Japanese small equities markets would adversely impact the
value of the investment portfolio. The Directors have also considered
the Company’s leverage and liquidity in the context of the fixed
term secured bank loans which are due to expire between
November 2023 and December 2024. Although the Directors do
not envisage difficulty with refinancing these facilities, the majority
of the investments are quoted securities which are readily
realisable and could be sold to repay borrowings if required.
Similarly, investments can be realised to meet expenses to the
extent that they exceed the portfolio income. Specific leverage
and liquidity stress testing was conducted during the year,
including consideration of the risk of further market deterioration
resulting from the Covid-19 pandemic, and no matters of concern
were noted. In addition, all of the key operations required by the
Company are outsourced to third party service providers and it is
reasonably considered that alternative providers could be engaged
at relatively short notice.
Based on the Company’s processes for monitoring revenue
projections, share price premium/discount, the Managers’ compliance
with the investment objective, asset allocation, the portfolio risk
profile, leverage, counterparty exposure, liquidity risk and financial
controls, the Directors have concluded that there is a reasonable
expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due over the next five years.
Promoting the Success of the Company
(Section 172 Statement)
Under section 172 of the Companies Act 2006, the directors
of a company must act in the way they consider, in good faith,
would be most likely to promote the success of the company
for the benefit of its members as a whole, and in doing so have
regard (amongst other matters and to the extent applicable) to:
a) the likely consequences of any decision in the long term;
b) the interests of the company’s employees;
c) the need to foster the company’s business relationships with
suppliers, customers and others;
d) the impact of the company’s operations on the community
and the environment;
e) the desirability of the company maintaining a reputation for
high standards of business conduct; and
f) the need to act fairly as between members of the company.
In this context and having regard to Baillie Gifford Shin Nippon
being an externally-managed investment company with no
employees, the Board considers that the Company’s key
stakeholders are its existing and potential new shareholders,
its externally-appointed Managers (Baillie Gifford) and other
professional service providers (corporate broker, registrar, auditor
and depositary), lenders, wider society and the environment.

10 Annual Report 2022
Strategic Report
Great importance is placed by the Board on communication with
shareholders and the Annual General Meeting provides the key
forum for the Board and Managers to present to shareholders on
the performance of Shin Nippon and on the future plans/prospects
for the Company. It also allows shareholders the opportunity to meet
with the Board and Managers and to raise questions and concerns.
Unfortunately, last year the Company was unable to invite shareholders
to attend the AGM in May in person owing to the Government’s
Covid-19 restrictions. In June, the Managers uploaded a film to the
Company’s website (shinnippon.co.uk) explaining the Managers’
approach to high-growth investing in Japan. The Chairman is
available to meet with shareholders as appropriate and the
Managers meet regularly with shareholders and their respective
representatives, reporting back on views to the Board.
Shareholders may also communicate with the Board at any
time by writing to them at the Company’s registered office or
to the Company’s broker and by emailing the Managers at
trustenquiries@bailliegifford.com. These communication
opportunities help inform the Board when considering how best
to promote the success of the Company for the benefit of all
shareholders over the long term.
The Board seeks to engage with the Managers and other service
providers in a collaborative and collegiate manner, with open and
respectful discussion and debate being encouraged, whilst also
ensuring that appropriate and regular challenge is brought and
evaluation is conducted. The aim of this approach is to enhance
service levels and strengthen relationships with the Company’s
providers with a view to ensuring the interests of the Company’s
shareholders are best served by keeping cost levels proportionate
and competitive, by maintaining the highest standards of business
conduct and by upholding the Company’s values.
Whilst the Company’s operations are limited (with all substantive
operations being conducted by the Company’s third party service
providers), the Board is keenly aware of the need to consider
the impact of the Company’s investment strategy and policy on
wider society and the environment. The Board considers that its
oversight of environmental, social and governance (ESG) matters
is an important part of its responsibility to all stakeholders and
that proper consideration of ESG factors sits naturally with Shin
Nippon’s long term approach to investment. Further details on
the Managers’ approach to stewardship and examples of
engagement on these matters are provided on pages 19 and 20.
The Board monitors the Managers’ response to the current and
anticipated global impact of climate change on its investment
strategy. Further details on the Managers’ engagement on these
matters can be found in its annual Stewardship Report which is
available on the Managers’ website at bailliegifford.com.
The Board recognises the importance of keeping the interests of
the Company’s stakeholders, and of acting fairly between them,
firmly front of mind in its key decision making and the Company
Secretaries are at all times available to the Board to ensure that
suitable consideration is given to the range of factors to which
the Directors should have regard. In addition to ensuring that
the Company’s stated investment objective was being pursued,
key decisions and actions during the year which have required the
Directors to have regard to applicable section 172 factors include:
— the raising of over £31 million from new share issuance,
at a premium to net asset value, in order to satisfy investor
demand over the year and which serves the interests of
current shareholders by reducing costs per share and helping
to further improve liquidity;
— arranging a three year fixed rate loan from ING Bank N.V.
at an attractive interest rate of 1.40% for the purpose of
maintaining the relative gearing level of the Company which
the Board believes will enhance long term returns to
shareholders; and
— Ms CEC Finn and Ms AE Rotheroe were appointed during the
year to enhance the breadth, depth and diversity of the Board.
Employees, Human Rights and Community Issues
The Board recognises the requirement to provide information about
employees, human rights and community issues. The Company has
no employees. All its Directors are non-executive and all its functions
are outsourced. There are therefore, no disclosures to be made in
respect of employees, human rights and community issues.
Further information on the Company’s approach to environmental,
social and governance (ESG) matters are provided below.
Gender Representation
At 31 January 2022 the Board comprises six Directors,
four male and two female. Ms AE Rotheroe was appointed
to the Board on 1 March 2022 and Ms MR Somerset Webb
will retire from the Board at the conclusion of the AGM on
12 May 2022.The Company has no employees. The Board’s
policy on diversity is set out on page 33.
Environmental Social and Governance Policy
Details of the Company’s policy on socially responsible investment
can be found under Corporate Governance and Stewardship
on page 35 and the Managers’ approach to stewardship and
examples of portfolio company engagement are set out on
pages 19 and 20.
The Company considers that it does not fall within the scope of
the Modern Slavery Act 2015 and it is not, therefore, obliged to
make a slavery and human trafficking statement. In any event,
the Company considers its supply chains to be of low risk as its
suppliers are typically professional advisers. A statement by the
Managers under the Act has been published on the Managers’
website at bailliegifford.com.
Future Developments of the Company
The outlook for the Company for the next year is set out in the
Chairman’s Statement on pages 2 and 3 and in the Managers’
Report on pages 11 to 13.
The Strategic Report which includes pages 2 to 25 was approved
by the Board on 15 March 2022.
M Neil Donaldson
Chairman

Baillie Gifford Shin Nippon PLC 11
Managers’ Report
Strategic Report
Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 68.
Past performance is not a guide to future performance.
For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
The past twelve months have been tough for high growth
investors globally. Following a strong year in 2020, high growth
stocks have seen a reversal in their share prices. Japanese small
caps have been hit particularly hard as a number of external factors
have soured investor sentiment. While we may be past the worst in
terms of the human cost of the pandemic, supply chain disruptions
and travel restrictions continue to weigh on Japanese small caps
and these will take time to resolve. More positively, it appears to
us that the pandemic is in its final throes and this is encouraging
governments to loosen some of their current restrictions.
However, as mentioned in the Chairman’s Statement, the dreadful
situation in Ukraine has resulted in more extreme volatility in global
markets and it is likely that this will further impair high growth
stocks at least in the medium term.
As noted in the Interim Manager’s Report, there was moderate
weakness in markets during the first six months of the year.
However, the subsequent six months experienced an accelerated
sell-off in small cap growth stocks. Although it is difficult to identify
a single reason for this, we believe it is driven by a combination
of external factors. There has been a noticeable shift in investor
preference from the so-called ‘pandemic winners’ to traditional
cyclical companies seen as beneficiaries of a return to normality.
For instance, one of the best performing sectors over the past
year has been shipping and transportation. The share price
performance of most shipping companies over the past year
has been exceptionally strong, and they constitute the bulk of
the top ten performing stocks within the comparative index.
Concerns around the Russia-Ukraine situation have contributed
to a sharp rise in energy prices. This has resulted in significant share
price gains amidst record profits at some oil and gas companies.
More recently, the spectre of high inflation and rising interest rates
has added to the list of market concerns. While these external
factors require due consideration, to our mind, they have little
bearing on the long-term growth prospects of high growth
Japanese small caps. It is pleasing to note that despite these
macro headwinds, operational performance at the majority of
Shin Nippon’s holdings over the past year continues to be strong.
Disruptive business models
and dynamic entrepreneurs
Domestic champions and
global leaders
Secular growth and
innovation: ‘New Japan’
Genuinely long-term:
five years and beyond
Fundamental, bottom-up
research
Growth
Serious about engagement
and alignment
Dedicated Governance and
Sustainability team
Pragmatic approach
WHAT WE LOOK FOR HOW WE INVEST HOW WE ENGAGE
Performance
Shin Nippon’s investment philosophy is to seek and invest in
disruptive and fast-growing smaller businesses run by young and
dynamic entrepreneurs in Japan. These young businesses are
often driving much needed change across the country. Despite
these stocks being out of favour in the short-term, we continue to
believe that remaining true to this investment philosophy provides
us the best chance of generating significant shareholder returns in
the long run. Our investment style and philosophy also mean that
we are unlikely to invest in companies operating in traditional
sectors. The latter may have performed exceptionally well in the
short-term, but we see significant long-term structural challenges
for such companies.
For the year ending 31 January 2022, Shin Nippon’s NAV decreased
by 24.1% compared to a fall of 4.3% in the MSCI Japan Small
Cap Index (all figures total return and in sterling terms, NAV with
borrowings at fair value). We are quite disappointed with this
performance but given the weak sentiment around high growth
Japanese small caps, it is perhaps no surprise that Shin Nippon
has lagged. However, we believe a fairer way of looking at
performance is to focus on the long-term. Over five and ten years,
Shin Nippon’s NAV has increased by 52.2% and 399.4%, compared
to a rise of 19.1% and 144.6% respectively in the comparative index.
The share price weakness of many high growth holdings is
disappointing to note given their fundamentals; most companies
are continuing to achieve rapid sales and profit growth. It is
heartening to see management teams of these companies not
being afraid of investing for future growth despite the negative
market sentiment. In some cases, these companies are also
beginning to exercise their pricing power, given their strong
competitive positions. Bengo4.com, one of Japan’s leading online
legal websites and digital contracts providers is on track to more
than triple its profits year-on-year. Thanks to its strong market

12 Annual Report 2022
Strategic Report
© Bloomberg/Getty Images.
position, it has been able to increase the price of some of its
subscription plans. Despite a heavy investment burden,
management also recently announced a share buyback
programme which suggests they believe their shares to be
undervalued given the strong long-term growth prospects of the
business. KH Neochem, a manufacturer of complex, environmentally
friendly chemicals used in air-conditioners, cosmetics and
semiconductors, also raised prices over the past year. It operates
in an oligopolistic industry and is one of three companies globally
that can mass produce these high-purity chemicals. Longstanding
holding MonotaRO, Japan’s largest pure-play online retailer of
maintenance, repair, and operations equipment, is investing
aggressively despite a hit to short-term profits. The company is
adding a new distribution centre that would increase its sales
capacity by nearly 50%. It is an example of a company that is
seeing continued strong demand for its products and is growing
rapidly in the process, contrary to what its short-term share price
direction might suggest.
Positive contributions to performance over the past year came
from a wide range of sectors. Snow Peak, a camping equipment
manufacturer, was among the best performing stocks. It is Japan’s
leading brand of high-end camping items and has a strong
reputation within Japan’s growing camping community. Camping
as a recreational activity is seeing strong growth in Japan as an
increasing number of ‘second’ baby boomers (those born in the
early 1970s) and young families embrace this form of recreation.
In the US, where the company is expanding aggressively, roughly
one in three households now go camping, representing a huge
market for the company. Outdoor camping has been a big
beneficiary of the pandemic and Snow Peak’s growth momentum
has remained strong. Management is forecasting another period
of high growth next year. Semiconductor equipment manufacturer
Jeol was another strong performer. It has developed a unique
semiconductor production device that allows end customers to
significantly shorten production lead times. It is seeing strong
demand for this product that is being used to manufacture the
next generation of semiconductor chips.
Training and employment assistance provider Litalico also
performed well over the past year. It works exclusively with
disabled people and children with developmental difficulties.
It targets the roughly five million adults and children in Japan
who suffer from cognitive and mental disabilities. The Japanese
government has put in place policies to improve access and
employment opportunities for disabled people. As a pioneer in
this area, Litalico is benefitting from these policies. Management
have been trying to diversify their business in order to reduce their
reliance on government subsidies. They have added numerous
fee-paying business lines like computer programming for kids,
financial planning for families with disabled members and after
school and day-care services. These fee-paying segments are all
growing rapidly, establishing Litalico as a leading one-stop-shop
service provider in this niche area. Sportswear manufacturer
Descente was another strong performer. It is seeing rapid growth
in the large Chinese market where it has a joint venture with Anta
Sports, one of China’s largest home-grown trainers and
sportswear brands.
Given the indiscriminate nature of the sell-off in growth stocks
over the past year, it is no surprise to see many of Shin Nippon’s
internet holdings perform poorly in share price terms. As alluded
to earlier, despite exceptional operational performance,
Bengo4.com was among the largest negative contributors to
performance. This is a classic example of a stock where the
weak share price performance is very much at odds with strong
operational progress. Japan’s leading online food ordering and
delivery company Demae-Can also performed poorly. As the
nascent online food delivery market in Japan continues to
expand, Demae-Can is steadily strengthening its position as the
leading player. Management is investing aggressively in enhancing
their delivery and logistics capabilities, generating over 100%
annual sales growth in the process. However, this significant
upfront investment is also resulting in large operating losses which
was not taken well by the market. Management has ambitions of
expanding beyond food delivery and have recently started delivery
Snow Peak is Japan’s leading brand of high-end camping items.

Baillie Gifford Shin Nippon PLC 13
Strategic Report Strategic Report
services for daily necessities. Expansion into non-food categories
significantly broadens Demae-Can’s addressable market and
could potentially be very exciting in terms of its future growth
prospects. Online real estate company GA Technologies was
another weak performer. It is attempting to automate the entire
process of buying, selling and renting/leasing real estate properties
through the use of its in-house developed suite of software tools
and services. Its target market is quite large and is dominated by
numerous small and mid-sized players with traditional business
practices. GA Technologies is consistently taking share from these
incumbents. Management has been investing aggressively to
strengthen their software development capabilities and this is
resulting in near-term operating losses.
Portfolio
We pay less attention to the comparative index and focus more on
a company’s individual attractions. Consequently, Shin Nippon’s
active share continues to be high at 95%, implying just a 5%
overlap with the index. Portfolio turnover for the financial year was
13.4%, which is consistent with our philosophy of being patient
and long-term investors with an investment horizon of at least five
to ten years.
Among the new holdings purchased over the past year was
Enechange, a disruptive and rapidly growing company that is
run by its young, dynamic and Cambridge educated founder.
Established in 2015, it has grown rapidly to become Japan’s
largest independent online energy switching service. Numerous
independent power producers and suppliers have entered the
Japanese energy market following its deregulation in 2016.
Although this has meant more choice for the end consumer, a
simple and easy to use service to help customers search and
switch to the best deal available has been lacking. Enechange
has filled this gap through its online switching model where it
charges energy companies a commission each time customers
switch to them. It also has a software-as-a-service business
where it provides software tools to energy companies, allowing
them to monitor, analyse and manage their energy distribution
infrastructure in real-time, thereby reducing significant costs.
We also invested in Spiber, a private synthetic biology company
founded by two Keio University bioinformatics students who
currently serve as co-CEOs. It designs custom-made fibres from
proteins that are manufactured on an industrial scale by
genetically modified microbes. These custom-made fibres can
then be used in prototyping new products for applications like
apparels. Products made from these custom-made fibres can be
an economically viable and environmentally friendly alternative to
conventional textiles that contribute to environmental degradation,
be it through the use of hydrocarbon-based feedstock, carbon
emissions or water/energy consumption. Spiber has an opportunity
to disrupt large swathes of not just the apparel industry but many
other sectors with a significant carbon footprint. The company
has made good progress in commercialisation, with their first
commercial-grade plant in Thailand expected to start production
soon. We also took a holding in Shima Seiki, a world leader in the
production of automated flat-knitting machines. It developed the
world’s first ‘Wholegarment’ knitting machine that can 3D knit an
entire garment seamlessly from start to finish, thereby reducing
waste, saving time and cutting production costs. The apparel
industry is notorious for using significant amounts of natural
resources and generating large quantities of waste. There is an
increasing awareness within the industry to remedy this resource
intensity and we believe Shima Seiki’s Wholegarment machine
provides a very attractive option for companies.
We also sold a few holdings over the past year. Among these
was JP Holdings, Japan’s largest private sector child day-care
services provider. We had hoped that the rising number of women
participating in the labour market would lead to increased demand
in childcare. However, this has not materialised to the extent that we
had hoped. We were also concerned about increasing competition
in the sector and were left underwhelmed by management’s
ability in being able to respond to this. We also sold longstanding
holding H.I.S., Japan’s largest travel operator. The company has
suffered large losses in the wake of the pandemic induced travel
disruption globally, leading to a significant deterioration of its
balance sheet. Biotech company Nanocarrier was also sold from
the portfolio following a series of disappointing clinical trial results
of its main cancer drug.
Outlook
Although the sharp sell-off in high growth Japanese small caps has
resulted in relative underperformance for Shin Nippon, we remain
optimistic about the future growth prospects of the underlying
holdings. As an investor, it can be unnerving to witness such a
sharp drawdown in a short period of time. However, especially
in these market conditions, we believe it is important to remain
focussed on maintaining consistency in terms of our stated
investment philosophy and process that has served shareholders
well over longer periods of time. By ignoring market noise and
focusing on company fundamentals, we give ourselves the best
chance of picking exceptional growth companies that can deliver
attractive long-term returns for shareholders. As noted in the
Interim Manager’s Report, the pandemic has caused wide-spread
disruption to businesses and societies globally, but it is also
serving to accelerate much needed and long overdue change in
the way businesses operate. In Japan, a country steeped in
tradition, we continue to see significant changes to working
practices and consumer behaviour and preferences. All these
changes are leading to new growth opportunities for Japanese
small caps. The current weakness in stock markets has meant
that valuations of high growth small caps in Japan are now at very
attractive levels given their strong growth prospects and excellent
operational progress. This presents us with an exciting opportunity
to invest in such exceptional smaller companies that we believe
will reward patient and long-term shareholders of Shin Nippon.

14 Annual Report 2022
Strategic Report
Review of Investments
A review of some of the Company’s new acquisitions together with a list of the ten largest
investments is given below and on the following four pages.
Descente
2.7% of total assets
Descente is a sportswear manufacturer. It has a portfolio of
owned and licensed brands which include names like Descente,
Le Coq Sportif, Umbro, and Srixon. Its portfolio of brands varies
by price and category. For example, Descente is a high-end skiing
and active-wear brand whereas Umbro is more of a mid-market
brand best known for football. It has a heritage in performance
sportswear, backed by research and development, which feeds
into its product range, particularly at the higher end. Around 50%
of its revenue comes from South Korea and 40% from Japan.
China is a big opportunity for Descente where it has a joint
venture with Anta Sports, China’s largest sportswear brand by
revenue. It appointed a new President in June 2019 signalling less
of a reliance on the founding family. This followed on from trading
house Itochu upping its stake in Descente to around 40%. This
rejig should give Descente fresh impetus and it has set out plans
to be more aggressive in China and refocus on profitability in
Japan. It also seems confident that a downturn in its South Korea
business is temporary in nature. On top of this, Olympic sporting
years are ahead in both Japan and China. This along with health
and well-being increasingly becoming a policy lever should be
helpful. Overall, an improving demand backdrop along with a
more focused strategy should mean sales and profit can grow
meaningfully from here.
Litalico
2.7% of total assets
Litalico provides training and employment assistance for disabled
people and educational services for children with developmental
difficulties. It targets the roughly 5 million adults and children in
Japan who suffer from cognitive and mental disabilities. The
Japanese government has put in place policies to improve access
and employment opportunities for disabled people. This should
benefit the likes of Litalico that is one of the few players with
nationwide coverage. The company is also developing new
businesses to support its core operation of providing training and
employment. These include computer programming for kids,
financial planning for families with disabled members, and after
school and day-care services. We think the growth opportunity for
the company could be quite attractive given these tailwinds. It is
also run by a young and dynamic President who owns a large
stake in the business.
Top Ten
Jeol
3.0% of total assets
Jeol is a specialist manufacturer of high-powered microscopes
and other scientific analysis equipment. The company has strong
global market positions in its niche markets which are growing on
the back of increased R&D spending both by academia and the
corporate sector. The company has a history of developing new
products targeted at these areas. As an example, it has recently
developed a direct electron beam mask writer that is used in the
early stages of the semiconductor development process to etch
circuit patterns onto a silicon substrate. This could disrupt the
current method of using mask blanks to indirectly transfer
patterns onto silicon substrates and open a significant market
opportunity for the company.
Katitas
2.9% of total assets
Katitas is a specialist real-estate developer that buys and renovates
old, abandoned homes before selling them on to first-time buyers.
The problem of empty houses in Japan is reaching acute levels,
resulting in a hollowing out of entire communities. There are an
estimated 8 million old or abandoned houses across Japan, most
of them vacant. A lot of these are ancestral homes which families,
despite living elsewhere, are reluctant to sell. For authorities looking
to regenerate local economies, the only option is to demolish
these properties and build new establishments, often for business
purposes. The families are reluctant to give up these properties
for sentimental reasons. Katitas offers an attractive option for
these families by offering to acquire these houses and the
associated land for a reasonable price, renovate these to a high
standard before selling them. In the process, Katitas also ends up
playing a part in rejuvenating local communities. Because these
houses are scattered across Japan, sourcing potential is quite
difficult. Over the years, Katitas has developed a strong network
of local contacts across Japan that ensures a steady supply of
properties they can buy. The company generates very attractive
margins despite selling these properties at a meaningful discount
to new-build houses. Finally, second-hand home ownership in
Japan is exceptionally low compared to other developed markets
although this is changing and should provide a long-term tailwind
for Katitas.

Baillie Gifford Shin Nippon PLC 15
Strategic Report
Snow Peak
2.7% of total assets
Snow Peak is Japan’s leading brand of high-end camping items
with a line-up of around 800 products. It has a strong reputation
within Japan’s camping community and has a dedicated and
growing user-base. Camping as a recreational activity is seeing
strong growth in Japan as an increasing number of ‘second’
baby boomers (those born in the early 1970s) and young families
embrace this form of recreation. In the US, where the company is
expanding aggressively, one in three households now undertake
camping, representing a large market for Snow Peak. The company
is run by a father (founder) and daughter duo who between them
own about 30% of the company, thereby ensuring strong alignment.
The daughter is the chief designer of Snow Peak’s products and
has a background in fashion and design. We think the long-term
growth prospects for the company could be quite exciting given
the favourable industry background and its strong brand.
Sho-Bond
2.6% of total assets
Sho-Bond specialises in reinforcing concrete structures such
as bridges, highways, and tunnels with its proprietary resin.
The demand background has been improving due to the need
to repair and replace some of the ageing infrastructure in Japan.
The competitive environment has become more favourable for
Sho-Bond as it operates a fabless model whereas competitors
are more labour intensive and are suffering from cost escalations
due to labour shortages in Japan. Through its business, Sho-
Bond also addresses the problem of environmental degradation
caused by excessive use of concrete whose manufacturing
process can be very polluting. By using its expertise, it repairs,
restores, and reinforces existing concrete structures thereby
prolonging their useful life.
Sho-Bond specialises in reinforcing concrete structures with its proprietary resin.

16 Annual Report 2022
Megachips
2.5% of total assets
Megachips is a fabless semiconductor chip design company. The
company is a significant supplier of chips for Nintendo’s gaming
consoles and has been enjoying strong growth thanks to the
ongoing success of Nintendo’s latest console, Switch. They also
have a subsidiary called SiTime that is emerging as a global
leader in microelectromechanical (MEMS) based timing
components for electronic devices. These are more accurate and
energy efficient than the current quartz-based timing components
which are present in most electronic devices so the potential
market opportunity for SiTime could be huge.
Raksul
2.3% of total assets
Raksul is an online cloud-based service provider that connects
printing companies with end customers. The printing industry in
Japan is very sizeable but quite traditional. It is also very inefficient
in that a small number of printing companies get a large chunk of
customer orders, leaving smaller and mid-sized players with very
low-capacity utilisation. Online penetration also remains very low
compared to other developed markets. Through its online
platform, Raksul is attempting to modernise this industry by using
its platform to efficiently allocate orders thereby improving
utilisation rates across the sector. It also has another similar
business called ‘Hacobell’ that acts as an on-demand order
management platform connecting clients with small and medium
sized trucking companies. This is like an ‘Uber of logistics’ and
operates in an industry that is about 3x the size of the printing
industry. The company is growing its sales rapidly and is run by a
young and dynamic management team headed by the founder
who has a large stake in the business.
Shoei
2.3% of total assets
Shoei is the leading manufacturer of premium motorcycle helmets
globally. The market is expanding thanks to growth in emerging
markets and barriers to entry are high given the strict safety
requirements. Shoei has been operating in this niche market for
over four decades and has established a strong and globally
recognised brand. It operates exclusively at the premium end of
the market and therefore, can make very high margins and
returns. The company is run by a dynamic and sensible
management team that have sought to maintain the high-end
nature of its products and continue to engage in innovative
product development.
Tsugami
2.2% of total assets
Tsugami is a machine tool manufacturer specialising in automatic
lathes. It has high market shares in Japan and overseas, most
notably China. It generates 80% of sales from overseas so the
mature domestic market is of less importance to its long-term
growth prospects. Within overseas, China accounts for just over
half of total sales and is growing rapidly. Sales in China are
undertaken by a subsidiary listed in Hong Kong and 71% owned
by Tsugami. The end markets for Tsugami’s products in China are
huge and growing, and the company has built a strong reputation
for product quality and service reliability given its nationwide
network. Although quite small currently, Tsugami also has an
Indian business that is growing fast in a market that is very
immature. Management have indicated they might list the Indian
subsidiary soon, following the same playbook as the Hong Kong
subsidiary.
Strategic Report
© Imago Images.
Megachips is a significant supplier of chips for Nintendo’s
gaming consoles.
© Wachiwit/Shutterstock.
Tsugami has high market shares in Japan and overseas.

Baillie Gifford Shin Nippon PLC 17
Strategic Report
New Buys
Enechange
1.2% of total assets
Enechange is a young, disruptive, and rapidly growing company
founded in 2015 by the current CEO Yohei Shiroguchi. He started
this business whilst reading for a PhD at Cambridge University.
Enechange operates two distinct businesses: ‘Platform’ and
‘Data’. The platform business is an online service allowing
individuals and businesses to switch their energy providers easily.
Enechange charges a fixed percentage of a customer’s monthly
energy bill and also gets paid a one-off commission by the energy
companies for each successful switch. The data business
involves Enechange selling a SaaS package to energy companies
that allows them to monitor, analyse, and manage their energy
distribution infrastructure in real-time. Following deregulation in
2016, the Japanese energy market has seen a huge influx of
smaller, independent power providers, offering competitive energy
tariffs. This has encouraged a significant increase in customers
switching to the best deals. The number of such switches
remains quite small, thereby offering Enechange a large growth
opportunity. It is also gaining traction with energy suppliers for its
data business as these companies are keen to use customer data
in terms of energy usage to improve their own efficiency and cut
costs. Enechange is the only such provider of both the platform
and the data business and is building a strong competitive
position.
Spiber
1.1% of total assets
Spiber is a private Japanese bio-materials company spun out of
Keio University in 2007. It was founded by two Keio University
bioinformatics students who currently serve as co-CEOs and own
around 12% of the company between them. It is an R&D led,
vertically integrated bio-materials science business offering in-
house end-to-end protein design, synthesis, evaluation, and
manufacturing. In layman’s terms, Spiber designs custom-made
fibres from proteins that are manufactured on an industrial scale
by genetically modified microbes. These custom-made fibres can
then be used in prototyping new products across numerous
applications. The appeal of innovative, bio-fabricated (i.e., made
from engineered microbes) and biodegradable materials is obvious.
They can be an economically viable and environmentally friendly
alternative to conventional textiles that contribute to environmental
degradation, be it through the use of hydrocarbon-based feedstock
(over 60% of feedstock for conventional fibres comes from plastics),
carbon emissions (the apparel and footwear industries alone
account for nearly 10% of global greenhouse gas emissions) or
water/energy consumption (textile production is said to account
for 5 – 10% of global freshwater withdrawal). Spiber has an
opportunity to disrupt large swathes of not just the apparel
industry but many other sectors that currently use environmentally
intensive raw materials. The company has made good progress in
terms of commercialisation, with their first commercial-grade plant
in Thailand expected to start production soon.
Toyo Tanso
0.8% of total assets
Toyo Tanso makes speciality carbon products and has a leading
global share in isotropic graphite used in renewable energy
equipment and semiconductor manufacturing. It also has a
leading global share in silicon carbide coated graphite materials
that are used in the manufacture of compound semiconductors.
Due to its excellent heat resistance and durability, Toyo Tanso’s
isotropic graphite is a key consumable part of the heaters and
crucibles used in the manufacturing process of monocrystal
silicon which is the raw material for solar-cell devices and
semiconductors. Both markets are expected to see strong growth
in the coming years, thanks to the proliferation of devices that are
using an increasing number of chips in them as well as the
emphasis on increasing the use of renewable energy. Toyo
Tanso’s isotropic graphite and silicon carbide coated devices are
high margin products and given the favourable industry backdrop,
we believe this has the potential of transforming the company’s
margin and returns profile. This is a family run business with
around 30% of the company being held by the family and related
investment vehicles. We think this ensures strong long-term
alignment with minorities.
Custom-made fibres from proteins are manufactured by genetically
modified microbes and used in prototyping new products.
© Masatoshi Okauchi/Shutterstock.

18 Annual Report 2022
Strategic Report
Investment Changes
Valuation at
31 January 2021
£’000
Net acquisitions/
(disposals)
£’000
Appreciation/
(depreciation)
£’000
Valuation at
31 January 2022
£’000
Equities:
Consumer Discretionary 128,308 (13,799) (3,043) 111,466
Consumer Staples 51,174 (1,157) (18,163) 31,854
Communication services 64,813 7,925 (38,952) 33,786
Financials 46,608 12,581 (25,719) 33,470
Healthcare 81,922 1,110 (25,362) 57,670
Industrials 192,546 14,202 (32,302) 174,446
Information Technology 154,852 19,086 (38,750) 135,188
Materials 14,115 – 43 14,158
Real Estate 16,605 2,253 (39) 18,819
Total investments 750,943 42,201 (182,287) 610,857
Net liquid assets* 10,308 22,729 (140) 32,897
Total assets 761,251 64,930 (182,427) 643,754
Bank loans (63,199) (32,655) 4,752 (91,102)
Shareholders’ Funds 698,052 32,275 (177,675) 552,652
* See Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
Kamakura Shinsho
0.5% of total assets
Kamakura Shinsho is an online end-of-life services business. It
operates Japan’s leading funeral consultation websites, such as
Good Funeral, where prices can be compared, and advice sought
from its team of specialist counsellors. Death is a notoriously
expensive affair in Japan with concerned parties often in a
vulnerable state. The current value-add proposition in this very
traditional industry is questionable at best. We think Kamakura
Shinsho’s attempts to bring more transparency to this industry are
admirable. With online penetration low in funerals and related
services it has a big opportunity set to go after. This combined
with Japan’s well-known demographics and sizeable insider
ownership makes the investment case compelling. It also has a
few newer business lines like inheritance and tax planning which
could become a bigger part of the whole over time.
Shima Seiki
0.2% of total assets
Shima Seiki is a world leader in the production of automated
flat-knitting machines. It is family-run, with founder as chairman
and his son as President. Each owns 3% and there is a further
8.4% held through a family trust. Founded in 1962, its computerised
flat knitting machines were first used to knit gloves and socks, but
their use has broadened out to general garment knitting and more
recently, knitting for the industrial sector with carbon fibre. In 1995,
Shima Seiki invented the world’s first fully automated knitting machine
(called ‘Wholegarment’) that can 3D knit an entire garment
seamlessly from start to finish. Wholegarment has recently gained a
lot of attention as a potential solution to the problem of excessive
waste generated by the apparel industry, with the ‘fast-fashion’
segment being the chief culprit. The company’s Wholegarment
machine can significantly reduce apparel wastage and save
time and money as it offers a complete end-to-end automated
solution. We think there is likely to be a huge opportunity for
Shima Seiki and its Wholegarment machine in future as the
global apparel industry makes a serious effort to tackle waste
and its own environmental footprint. Although there are at least a
couple of competitors currently, Shima Seiki has by far the most
advanced and sophisticated solution and management are
constantly trying to reduce the cost of ownership further to
encourage wider adoption.

Baillie Gifford Shin Nippon PLC 19
Strategic Report
Baillie Gifford Statement on Stewardship
Reclaiming Activism for Long-Term Investors
Baillie Gifford’s over-arching ethos is that we are ‘actual’ investors. We have a responsibility to behave as supportive and constructively
engaged long-term investors. We invest in companies at different stages in their evolution, across vastly different industries and
geographies and we celebrate their uniqueness. Consequently, we are wary of prescriptive policies and rules, believing that these often
run counter to thoughtful and beneficial corporate stewardship. Our approach favours a small number of simple principles which help
shape our interactions with companies.
Our Stewardship Principles
Prioritisation of long-term value creation
We encourage company management and their boards to be
ambitious and focus their investments on long-term value creation.
We understand that it is easy for businesses to be influenced by
short-sighted demands for profit maximisation but believe these
often lead to sub-optimal long-term outcomes. We regard it as our
responsibility to steer businesses away from destructive financial
engineering towards activities that create genuine economic value
over the long run. We are happy that our value will often be in
supporting management when others do not.
A constructive and purposeful board
We believe that boards play a key role in supporting corporate
success and representing the interests of minority shareholders.
There is no fixed formula, but it is our expectation that boards
have the resources, cognitive diversity and information they need
to fulfil these responsibilities. We believe that a board works best
when there is strong independent representation able to assist,
advise and constructively test the thinking of management.
Long-term focused remuneration with stretching targets
We look for remuneration policies that are simple, transparent and
reward superior strategic and operational endeavour. We believe
incentive schemes can be important in driving behaviour, and
we encourage policies which create alignment with genuine
long-term shareholders. We are accepting of significant pay-outs
to executives if these are commensurate with outstanding
long-run value creation, but plans should not reward mediocre
outcomes. We think that performance hurdles should be skewed
towards long-term results and that remuneration plans should be
subject to shareholder approval.
Fair treatment of stakeholders
We believe it is in the long-term interests of companies to maintain
strong relationships with all stakeholders, treating employees,
customers, suppliers, governments and regulators in a fair and
transparent manner. We do not believe in one-size-fits-all
governance and we recognise that different shareholder structures
are appropriate for different businesses. However, regardless of
structure, companies must always respect the rights of all equity
owners.
Sustainable business practices
We look for companies to act as responsible corporate citizens,
working within the spirit and not just the letter of the laws and
regulations that govern them. We believe that corporate success
will only be sustained if a business’s long-run impact on society
and the environment is taken into account. Management and
boards should therefore understand and regularly review this
aspect of their activities, disclosing such information publicly
alongside plans for ongoing improvement.

20 Annual Report 2022
Sato Holdings
Sato Holdings is a manufacturer of labelling products and supply
chain management solutions. We met with CEO Kotaki-san to
discuss a range of ESG-related topics. Sato present themselves
as a dynamic workplace where every employee is encouraged to
experiment and not be afraid of failure. In this context, it was
interesting to hear that around 70 per cent. of employees take
part in the share purchase scheme. However, we believe some
aspects of Sato’s employee engagement, such as encouraging
employees to quit smoking, detract attention from more material
areas such as work life balance and career development.
We discussed this with Kotaki-san, as well as broader points
around Sato’s culture and approach to long-term strategy.
Cybozu
Cybozu is a founder-led software solutions developer which caters
mainly to SMEs. Its products are varied but generally support
team collaboration and better working practices. Its culture is
powerfully differentiated: employees can declare their own
working hours; it offers up to six years’ worth of parental leave;
and staff are permitted to work a second job in the interest of
promoting an entrepreneurial attitude amongst all employees.
We believe Cybozu’s approach to culture is a crucial component
of the investment case; however, as can sometimes happen with
companies that break from industry norms, their unique culture
also manifests in certain governance practices that warrant
additional scrutiny.
At the most recent annual general meeting they appointed 16 new
inside directors, and disclosed that the process of reviewing the
applications resulted in the decision to appoint everyone that
applied, including an employee who had been with the company
for only one year. We contacted the company to present our view,
while unique cultures are undoubtedly to be celebrated, this
shouldn’t be at the expense of certain checks and balances that a
board are supposed to supply. We decided to abstain on the vote
to elect the CEO, Yoshihisa Nishibata, but voted in favour of the
rest of the candidates. We believe this struck the balance of
conveying the importance of the concerns we have regarding
some functions of the board, whilst supporting the company in
challenging mainstream conceptions of how Japanese companies
should be run.
Corporate Governance and Sustainability Engagement
By engaging with companies, we seek to build constructive relationships with them, to better inform our investment activities and, where
necessary, effect change within our holdings, ultimately with the goal of achieving better returns for our shareholders. The three
examples below demonstrate our stewardship approach through constructive, ongoing engagement.
Yonex
As part of a review of Japanese holdings for exposure to potential
human rights concerns, with a particular focus on companies with
supply chains extending into Xinjiang, Yonex was identified as
having relatively limited disclosure. While their human rights policy
includes a reference to zero tolerance to forced labour, there was
no information on monitoring and due diligence processes.
Yonex advised they do not have any exposure to Xinjiang;
however, they acknowledged our recommendations regarding
actively monitoring beyond a policy and informed us that they are
at the start of building out a comprehensive management system.
We recognise that smaller companies generally must make
complex decisions about where to prioritise internal investment
and we understand that the costs of supply chain transparency
can be very high. That said, we believe that as a company grows
its internal controls must also mature and develop to keep pace.
We hold the view that Yonex are slightly behind the curve but are
encouraged that they have plans to address this and recognise
the vital importance of improving in this area. We intend to
continue this engagement and provide any support we can to
help management remain ahead of stakeholder expectations.
Strategic Report
© Getty Images AsiaPac.
Yonex have plans to address supply chain transparency.

Baillie Gifford Shin Nippon PLC 21
Portfolio Weightings
*
Relative to comparative index
Consumer
Discretionary
Consumer
Staples
Financials
Healthcare
Industrials
Information
Technology
Energy
Materials
Communication
Services
Utilities
Real Estate
12-12 -8 40 8
% points underweight/overweight
-4
0510 15 20 25 30 35
Consumer
Discretionary
Consumer
Staples
Financials
Healthcare
Industrials
Information
Technology
Net Liquid
Assets
5.2%
8.5%
2022
2021
Real Estate
Materials
Communication
Services
17.5%
17.0%
4.9%
6.7%
5.2%
6.1%
9.0%
10.7%
27.0%
25.4%
21.0%
20.2%
2.2%
1.8%
2.9%
2.2%
5.1%
1.4%
0
10
25 35
52015
30
JASDAQ
0102030405
06
0
Tokyo
Second
Section
TOPIX Mid
TOPIX Small
TSE Mothers
Net Liquid
Assets
17.6%
4.0%
6.5%
58.6%
1.5%
10.6%
5.1%
Unlisted
52.7%
0.5%
1.2%
1.4%
15.0%
2.6%
22.7%
0
30 6010 20 40
2022
2021
50
Industry Listings
* Source: Baillie Gifford/StatPro and relevant underlying index providers. See disclaimer on page 68 and Glossary of Terms and Alternative Performance Measures
on pages 69 and 70.
5–10 years
2–5 years
<2 years
>10 years
40200 10
% of portfolio
30
Holding Period
Distribution of Total Assets
Strategic Report

22 Annual Report 2022
Name Business
2022
Value
£’000
% of
total
assets
Absolute
†
performance
%
2021
Value
£’000
Jeol Manufacturer of scientific equipment 19,044 3.0 34.2 16,725
Katitas Real estate services 18,818 2.9 3.6 16,605
Descente Manufactures athletic clothing 17,512 2.7 95.6 8,854
Litalico Provides employment support and learning support
services for people with disabilities 17,425 2.7 45.0 12,131
Snow Peak Designs and manufactures outdoor lifestyle goods 17,097 2.7 141.7 9,343
Sho-Bond Infrastructure reconstruction 16,518 2.6 4.4 10,823
Megachips Electronic components 16,415 2.5 26.5 16,254
Shoei Manufactures motor cycle helmets 14,971 2.3 (2.9) 17,838
Raksul Internet based services 14,841 2.3 (18.2) 19,832
Tsugami Manufacturer of automated machine tools 14,359 2.2 (27.4) 22,608
Technopro Holdings IT staffing 14,269 2.2 3.4 11,716
Torex Semiconductor Semiconductor company 14,020 2.2 76.6 7,543
Infomart Internet platform for restaurant supplies 12,525 1.9 (31.8) 16,169
GMO Payment Gateway Online payment processing 12,520 1.9 (38.5) 21,644
Tsubaki Nakashima Industrial machinery 11,275 1.8 11.3 3,714
MatsukiyoCocokara & Co Retail company 11,067 1.7 (22.0) 12,177
Nifco Value-added plastic car parts 10,837 1.7 (14.2) 11,554
MonotaRO Online business supplies 10,499 1.6 (33.8) 16,360
eGuarantee Guarantees trade receivables 10,002 1.6 (24.6) 14,017
OSG Manufactures machine tool equipment 9,915 1.5 1.0 10,001
Top 20 283,929 44.0
Horiba Manufacturer of measuring instruments 9,719 1.5 (15.3) 14,708
Harmonic Drive Robotic components 9,715 1.5 (46.6) 9,961
Noritsu Koki Holding company with interests in biotech and
agricultural products 9,440 1.5 (8.6) 10,284
Nihon M&A Center M&A advisory services 9,201 1.4 (45.0) 17,639
Cosmos Pharmaceuticals Drugstore chain 8,942 1.4 (16.3) 12,260
Bengo4.com Online legal consultation 8,883 1.4 (62.1) 24,830
Cybozu Develops and markets internet and intranet application
software for businesses 8,817 1.4 (49.9) 10,830
Wealthnavi Digital robo wealth-management 8,795 1.4 (40.5) 8,710
Nabtesco Robotic components 8,622 1.3 (28.1) 6,752
Iriso Electronics Specialist auto connectors 8,590 1.3 (8.7) 9,327
Outsourcing Employment placement services 8,423 1.3 (5.2) 19,359
Healios K.K. Regenerative medicine 8,410 1.3 (40.2) 8,078
Nakanishi Dental equipment 8,378 1.3 (4.5) 8,737
KH Neochem Chemical manufacturer 8,172 1.3 17.8 7,098
Weathernews Weather information services 7,705 1.2 50.8 2,554
Enechange IT service management company 7,581 1.2 (24.9)
#
–
Spiber Synthetic spider silk 7,116 1.1 (2.0)
#
–
Peptidream Drug discovery and development platform 6,844 1.1 (68.8) 10,196
Anest Iwata Manufactures compressors and painting machines 6,658 1.0 (34.6) 8,729
GA Technologies Interactive media and services 6,282 1.0 (67.8) 16,983
Inter Action Corporation Semiconductor equipment 6,193 1.0 (25.0) 5,327
Kumiai Chemical Specialised agrochemicals manufacturer 5,986 0.9 (13.4) 7,017
WDB Holdings Human resource services 5,953 0.9 (2.8) 6,200
M3 Online medical services 5,733 0.9 (54.3) 20,647
Optex Infrared detection devices 5,606 0.9 (26.0) 6,612
Seria Discount retailer 5,533 0.9 (25.4) 7,240
Yonex Sporting goods 5,497 0.9 12.3 3,673
List of Investments at 31 January 2022
Strategic Report

Baillie Gifford Shin Nippon PLC 23
Name Business
2022
Value
£’000
% of
total
assets
Absolute
†
performance
%
2021
Value
£’000
SIIX Out-sources overseas production 5,448 0.9 (19.6) 4,970
Poletowin Pitcrew Game testing and internet monitoring 5,399 0.8 (23.9) 7,187
oRo Develops and provides enterprise planning software 5,341 0.8 (40.9) 8,482
Toyo Tanso Electronics company 5,301 0.8 (2.5)
#
–
Gojo & Company Inc Class D
Preferred
Diversified financial services
5,266 0.8 8.1 4,869
Nippon Ceramic Electronic component manufacturer 5,246 0.8 (15.1) 5,531
Kitanotatsujin Online retailer 5,212 0.8 (63.9) 18,429
Gumi Mobile games developer 4,942 0.8 (41.5) 8,724
Findex Healthcare software developer 4,742 0.7 (21.1) 6,048
Akatsuki Mobile games developer 4,732 0.7 (47.1) 9,108
Uzabase Financial data services 4,716 0.7 (72.8) 13,497
Lifenet Insurance Online life insurance 4,690 0.7 (57.3) 3,940
Brainpad Business data analysis 4,604 0.7 (23.6) 7,784
Kitz Industrial valve manufacturer 4,520 0.7 5.1 4,392
Moneytree K.K. Class B
Preferred
AI based fintech platform
4,234 0.7 (13.4) 4,889
Asahi Intecc Specialist medical equipment 3,984 0.6 (47.2) 7,573
Pigeon Baby care products 3,742 0.6 (54.6) 4,659
Nikkiso Industrial pumps and medical equipment 3,730 0.6 (20.6) 4,358
Locondo E-commerce services provider 3,722 0.6 (44.5) 6,729
Daikyonishikawa Automobile part manufacturer 3,529 0.5 (26.3) 4,976
Kamakura Shinso Information processing company 3,455 0.5 (54.9)
#
–
Freakout Holdings Digital marketing technology 3,309 0.5 42.9 1,485
Broadleaf Online platform for buying car parts 2,930 0.5 (47.9) 7,595
Crowdworks Crowd sourcing services 2,903 0.5 (48.9) 5,780
Calbee Branded snack foods 2,891 0.4 (19.6) 3,649
Istyle Beauty product review website 2,383 0.4 (57.4) 7,395
CyberAgent Japanese internet advertising and content 2,184 0.3 (24.6) 3,683
Demae-Can Online meal delivery service 1,942 0.3 (74.6) 23,661
Aeon Delight Shopping mall maintenance 1,797 0.3 7.8 3,340
Shima Seiki Machine industry company 1,082 0.2 (5.0)
#
–
JP Holdings Operates child-care facilities 1,002 0.2 (22.4) 4,148
Sato Holdings Barcode and RFID technology 621 0.1 (12.1) 3,924
Modalis Therapeutics Healthcare technology 535 0.1 (86.1) 2,311
Total investments 610,857 94.9
Net liquid assets* 32,897 5.1
Total assets 643,754 100.0
Bank loans (91,102) (14.2)
Shareholders’ funds 552,652 85.8
†
Absolute performance (in sterling terms) has been calculated on a total return basis over the period 1 February 2021 to 31 January 2022.
Source: Baillie Gifford/StatPro and relevant underlying index data providers. See disclaimer on page 68.
#
Figures relate to part period returns where the investment has been purchased in the period.
Unlisted holding (private company).
* See Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
Past performance is not a guide to future performance.
Strategic Report

24 Annual Report 2022
Portfolio by Investment Theme at 31 January 2022
Name
% of
total assets
Descente 2.7
Snow Peak 2.7
Shoei 2.3
Yonex 0.9
Akatsuki 0.7
Pigeon 0.6
Calbee 0.4
Total 10.3
Name
% of
total assets
MatsukiyoCocokara & Co 1.7
Noritsu Koki 1.5
Cosmos Pharmaceuticals 1.4
Healios K.K. 1.3
Nakanishi 1.3
Peptidream 1.1
WDB Holdings 0.9
Findex 0.7
Asahi Intecc 0.6
Modalis Therapeutics 0.1
Total 10.6
Global Brands Healthcare
Name
% of
total assets
Jeol 3.0
Megachips 2.5
Tsugami 2.2
Torex Semiconductor 2.2
Tsubaki Nakashima 1.8
Nifco 1.7
Harmonic Drive 1.5
Horiba 1.5
OSG 1.5
Iriso Electronics 1.3
KH Neochem 1.3
Nabtesco 1.3
Spiber 1.1
Anest Iwata 1.0
Inter Action Corporation 1.0
Kumiai Chemical 0.9
Optex 0.9
Gumi 0.8
Nippon Ceramic 0.8
Toyo Tanso 0.8
Kitz Corp 0.7
Nikkiso 0.6
Daikyonishikawa 0.5
Shima Seiki 0.2
Sato Holdings 0.1
Total 31.2
Niche Manufacturers
Name
% of
total assets
Litalico 2.7
Raksul 2.3
GMO Payment Gateway 1.9
Infomart 1.9
MonotaRO 1.6
Cybozu 1.4
Bengo4.com 1.4
Enechange 1.2
Weathernews 1.2
M3 0.9
Kitanotatsujin 0.8
Brainpad 0.7
Moneytree K.K. Class B
Preferred 0.7
Locondo 0.6
Broadleaf 0.5
Crowdworks 0.5
Freakout Holdings 0.5
Kamakura Shinso 0.5
Istyle 0.4
CyberAgent 0.3
Demae-Can 0.3
Total 22.3
Name
% of
total assets
Sho-Bond 2.6
Technopro Holdings 2.2
Nihon M&A Center 1.4
Outsourcing 1.3
Seria 0.9
SIIX 0.9
oRo 0.8
Poletowin Pitcrew 0.8
Aeon Delight 0.3
JP Holdings 0.2
Total 11.4
Online Disruptors Outsourcing/Services
Name
% of
total assets
Katitas 2.9
eGuarantee 1.6
Wealthnavi 1.4
GA Technologies 1.0
Gojo & Company Inc Class D
Preferred 0.8
Lifenet Insurance 0.7
Uzabase 0.7
Total 9.1
Real Estate and Financials
Net liquid assets represent 5.1% of total assets. See Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
Unlisted holding (private company).
Strategic Report

Baillie Gifford Shin Nippon PLC 25
Past performance is not a guide to future performance.
Revenue Gearing Ratios
Year to
31 January
Gross
revenue
£’000
Available
for ordinary
shareholders
£’000
Revenue
earnings/(loss)
per ordinary share
p
Ongoing
charges
‡
%
Gearing
¶
%
Potential
gearing
§
%
2012 1,219 98 0.06 1.49 14 17
2013 1,165 (22) (0.01) 1.53 10 11
2014 1,259 (239) (0.14) 1.19 11 17
2015 1,554 (374) (0.20) 1.14 9 15
2016 1,798 (290) (0.16) 1.02 9 12
2017 2,912 101 0.05 0.96 8 10
2018 3,496 (227) (0.11) 0.89 11 12
2019 5,092 106 0.04 0.77 11 12
2020 6,006 790 0.28 0.73 10 11
2021 5,587 (141) (0.05) 0.71 8 9
2022 7,436 896 0.29 0.66 11 16
‡
Calculated as total operating costs divided by average net asset value (with borrowings at fair value). See Glossary of Terms and Alternative Performance Measures on
pages 69 and 70.
¶
Borrowings at book value less all cash and cash equivalents divided by shareholders’ funds. See Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
§
Borrowings at book value divided by shareholders’ funds. See Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
Source: Baillie Gifford.
Cumulative Performance (taking 2012 as 100)
At
31 January
Net asset value
per share
^
Share
price
Comparative
index **
2012
100 100 100
2013 120 134 103
2014 175 196 121
2015 195 192 137
2016 245 268 152
2017 328 357 205
2018 479 551 240
2019 450 512 221
2020
491 509 243
2021 658 729 255
2022 499 521 245
Compound annual returns
5 year 8.8% 7.8% 3.6%
10 year 17.4% 18.0% 9.4%
^
Net asset value per ordinary share has been calculated after deducting borrowings at fair value. See Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
** The comparative index is the MSCI Japan Small Cap Index (total return and in sterling terms).
Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 68.
All per share figures have been restated for the five for one share split on 21 May 2018.
Ten Year Record
Capital
At
31 January
Total
assets *
£’000
Bank
loans
£’000
Shareholders’
funds
£’000
Net asset value
per share
†
p
Share
price
p
(Discount)/
premium
#
%
2012 64,362 9,557 54,805 35.2 33.5 (4.9)
2013 77,074 7,948 69,126 42.3 44.8 6.0
2014 133,828 19,867 113,961 61.6 65.6 6.5
2015 147,529 18,894 128,635 68.7 64.2 (6.6)
2016 182,817 19,427 163,390 86.2 89.6 3.9
2017 257,448 23,576 233,872 115.5 119.6 3.5
2018 449,289 47,877 401,412 168.7 184.4 9.3
2019 486,101 51,946 434,155 158.5 171.2 8.0
2020 535,801 52,085 483,716 172.8 170.4 (1.4)
2021 761,251 63,199 698,052 231.5 244.0 5.3
2022 643,754 91,102 552,652 175.8 174.4 (0.8)
* Total assets comprise total assets less current liabilities, before deduction of bank loans.
†
Net asset value per ordinary share has been calculated after deducting borrowings at fair value. See Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
#
(Discount)/premium is the difference between Shin Nippon’s quoted share price and its underlying net asset value (after deducting borrowings at fair value) expressed
as a percentage of net asset value. See Glossary of Terms and Alternative Performance Measures on pages 69 and 70 .
Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 68.
Strategic Report

26 Annual Report 2022
Members of the Board come from a broad variety of backgrounds. The Board can draw
on a very extensive pool of knowledge and experience.
Directors
M Neil Donaldson
Neil Donaldson was appointed a Director in 2014 and became
Chairman in 2015. Mr Donaldson is president of James
Donaldson & Sons Limited, an independent Fife based timber
merchants, having previously been chairman since 1985.
Formerly the chairman of Securities Trust of Scotland, he served
on its board from 2005 until 2017 and has more than 20 years’
experience of the investment trust sector. He also holds
appointments with several charities.
Merryn R Somerset Webb
Merryn Somerset Webb was appointed a Director in 2011.
She is the editor-in-chief of UK personal finance magazine
MoneyWeek, writes for the Financial Times and is a radio and
television commentator on financial matters. She has a strong
interest in and knowledge of Japan and is a director of Murray
Income Trust PLC, Netwealth Investments Limited and
BlackRock Throgmorton Trust plc.
Professor Sethu Vijayakumar
Professor Vijayakumar was appointed Director in 2018. He is the
Professor of Robotics at the University of Edinburgh and the
Director of the Edinburgh Centre for Robotics. He holds additional
responsibility as the Programme Director for Artificial Intelligence
at The Alan Turing Institute, London, where he helps shape the
UK National roadmap in Robotics and Autonomous Systems. He
is a world-renowned roboticist, pioneering the data driven control
of several iconic robotic platforms including a recent collaboration
with the NASA Johnson Space Centre on the Valkyrie humanoid
robot being prepared for unmanned robotic pre-deployment
missions to Mars. He is a Fellow of the Royal Society of Edinburgh,
a judge on BBC Robot Wars and winner of the 2015 Tam Dalyell
Prize for Excellence in engaging the public with science. Sethu
has strong ties with Japan having spent seven years in Tokyo
during his PhD and postdoctoral training, still closely collaborates
with several R&D firms and multinationals on translational research
projects and is a fluent Japanese speaker. He is also a director of
Robots in Motion Limited.
Claire EC Finn
Claire Finn was appointed a Director on 1 November 2021.
Claire began her career in Japan in 1995 before moving back to
the UK in 1999. She worked for Tokyo Mitsubishi Bank in London
from 1999 to 2001. In 2001 she joined Henderson Global Investors
undertaking roles in client service and product development. In
2005 Claire joined Merrill Lynch Investment Managers (MLIM) as
Vice President of Product Development. MLIM was subsequently
bought by BlackRock and Claire moved into the distribution team,
rising to the position of Managing Director of Defined Contributions,
Unit Linked and Platforms. Claire left BlackRock in 2018 and
transitioned to a portfolio career in 2019. She is now a director of
The Law Debenture Corporation PLC, Octopus Apollo VCT PLC,
Artemis Fund Managers Limited and Sparrows Capital Limited.
Jamie Skinner
Jamie Skinner was appointed a Director in 2018 and is Chairman
of the Audit Committee. Jamie is a qualified accountant and a
fellow of the Chartered Institute for Securities and Investment.
He joined Cazenove & Co in 1989 as a corporate finance executive
working principally on investment companies and also other
sector IPO activity, and in 1995 he was appointed Managing
Director of the Johannesburg office. In 1999 he joined Martin
Currie Investment Management Limited as a director and in 2014
was appointed Head of Client Services. He served as President
and CEO of The China Fund, Inc. until 2012, President and CEO
of The Taiwan Fund, Inc. until 2014 and President of the Martin
Currie Business Trust until 2015. He also served on the boards of
Martin Currie, Inc. and the Martin Currie Japan Absolute Return
Fund up to his retirement from Martin Currie on 31 July 2018.
Jamie is a non-executive director of Ediston Property Investment
Company plc and the Asian Opportunities Absolute Return Fund
Limited and Audit Chair of the Ashoka India Equity Trust plc.
Directors and Management
Governance Report

Baillie Gifford Shin Nippon PLC 27
Kevin Troup
Kevin Troup was appointed to the Board in 2020. Kevin qualified
as a Chartered Accountant in 1993 with Coopers & Lybrand.
He started his Japanese investment career with Scottish Life in
1995 later becoming Head of Japan. In 2000 he joined Martin
Currie Investment Management managing Japanese Smaller
Companies. In 2004 he launched two Japanese Funds, a
Mid-Cap Fund and was co-manager at launch for the Daijiro
Absolute Return Fund responsible for picking small cap positions.
Kevin joined the Global team at Standard Life Investments in 2010
launching a new Global Equity Income product and with responsibility
for Japanese investments within a Global franchise. He retired in
2018 and is now a director at Baring Fund Managers Limited and
at TPI Fund Managers Limited. He is also on the Investment
Committee at The National Trust for Scotland.
Abigail E Rotheroe
Abigail was appointed to the Board on 1 March 2022. Abigail is a
CFA® charterholder whose investment career began at Schroder
Capital Management in 1987 as an analyst on the Japanese
desk. She worked in Hong Kong for Schroders and then HSBC,
managing specialist Asia/Pacific equity portfolios for Japanese
clients. On her return to London in 1994, she joined Threadneedle
Investments with responsibility for the Threadneedle Asia Growth
Fund, Threadneedle Asia and Pacific inc. Japan Growth Fund and
the TIML India Fund. Since 2013 Abigail has been at the forefront
of social and impact investing and has published broadly on the
subject. She is the Investment Director of Snowball Impact
Management, an asset manager that invests responsibly to
achieve impact alongside financial returns.
The Directors listed above were in office during the year to
31 January 2022 (with the exception of Abigail Rotheroe who
was appointed a Director on 1 March 2022) and remained in
office as at 15 March 2022.
All Directors are members of the Nomination and Audit
Committees with the exception of Mr Donaldson who is
not a member of the Audit Committee.
Governance Report
Managers and Secretaries
The Company has appointed Baillie Gifford & Co Limited, a wholly
owned subsidiary of Baillie Gifford & Co, as its Alternative Investment
Fund Manager and Company Secretary. Baillie Gifford & Co Limited
has delegated portfolio management services to Baillie Gifford &
Co. Baillie Gifford & Co is an investment management firm formed
in 1927 out of the legal firm Baillie & Gifford, WS, which had been
involved in investment management since 1908.
Baillie Gifford is one of the largest investment trust managers in
the UK and currently manages twelve investment trusts. Baillie
Gifford also manages unit trusts and Open Ended Investment
Companies, together with investment portfolios on behalf of
pension funds, charities and other institutional clients, both in the
UK and overseas. Funds under the management or advice of
Baillie Gifford totalled around £252 billion at 11 March 2022.
Based in Edinburgh, it is one of the leading privately owned
investment management firms in the UK, with 47 partners and a
staff of around 1,630.
The manager of Shin Nippon is Praveen Kumar, a member of
the Japan Team. He joined Baillie Gifford & Co in 2008 and
has specialised in Japanese equities since 2011. He is the
investment manager with responsibility for Japanese smaller
companies investments and became Manager of Shin Nippon
in 2015.
Baillie Gifford & Co Limited and Baillie Gifford & Co are both
authorised and regulated by the Financial Conduct Authority.

28 Annual Report 2022
The Directors present their Report together with the audited Financial
Statements of the Company for the year to 31 January 2022.
Corporate Governance
The Corporate Governance Report is set out on pages 32 to 35
and forms part of this Report.
Managers and Company Secretaries
Baillie Gifford & Co Limited, a wholly owned subsidiary of Baillie
Gifford & Co, has been appointed as the Company’s Alternative
Investment Fund Manager (‘AIFM’) and Company Secretaries.
Baillie Gifford & Co Limited has delegated portfolio management
services to Baillie Gifford & Co. Dealing activity and transaction
reporting have been further sub-delegated to Baillie Gifford
Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited.
The Investment Management Agreement sets out the matters over
which the Managers have authority in accordance with the policies
and directions of, and subject to restrictions imposed by, the Board.
The Management Agreement is terminable on not less than six months’
notice. Compensation fees would only be payable in respect of
the notice period if termination were to occur sooner. The annual
management fee for the year to 31 January 2022 was 0.75% on
the first £50m of net assets, 0.65% on the next £200m of net
assets and 0.55% on the remainder. The fees are calculated and
paid on a quarterly basis.
The Board as a whole fulfils the function of the Management
Engagement Committee.
The Board reviews investment performance and monitors the
arrangements for the provision of investment management and
secretarial services to the Company on a continuous basis.
A formal evaluation of the Managers by the Board is conducted
annually. The Board’s annual evaluation considers, amongst
others, the following topics as recommended by the AIC Guide
‘Evaluation of the Manager’:
— Quality of Team;
— Investment Management;
— Commitment of Manager;
— Managing the Company;
— Promotion;
— Shareholders; and
— Management Agreement.
Following the most recent evaluation in November 2021, the Board
is in agreement that the continuing appointment of Baillie Gifford
& Co Limited as AIFM and the delegation of investment management
services to Baillie Gifford & Co on the terms agreed, is in the
interest of shareholders as a whole. This is due to: the strength
and experience of the investment management team; the Managers’
commitment to the investment trust sector as a whole and to the
Japanese markets in particular; and very good long-term investment
Directors’ Report
performance in relation to investment policy and strategy. The Board
also recognises the high quality of the Managers’ secretarial,
administrative and corporate governance functions.
The Board considers that maintaining a low ongoing charges ratio
is in the best interest of shareholders. The Board continues to
give careful consideration to the basis of the management fee.
Depositary
In accordance with the AIFM Regulations, the AIFM must appoint
a Depositary to the Company. The Bank of New York Mellon
(International) Limited has been appointed as the Company’s
Depositary.
The Depositary’s responsibilities include cash monitoring, safe
keeping of the Company’s financial instruments, verifying ownership
and maintaining a record of other assets and monitoring the
Company’s compliance with investment limits and leverage
requirements. The custody function is also undertaken by The
Bank of New York Mellon (International) Limited (‘the Custodian’).
Directors
Information about the Directors, including their relevant experience,
can be found on pages 26 and 27.
Ms CEC Finn was appointed to the Board on 1 November 2021.
Ms AE Rotheroe was appointed to the Board on 1 March 2022.
The appointments of both Ms CEC Finn and Ms AE Rotheroe
as Directors fall to be ratified by shareholders at the Annual
General Meeting.
Trust Associates, an external search consultancy, was used in the
appointment of both non-executive Directors. Trust Associates
has no other connection with the Company or the Directors.
In accordance with the principles of the UK Corporate Governance
Code, all Directors will retire at the Annual General Meeting and
offer themselves for re-election.
Following formal external performance evaluation the Board considers
that the performance of the Directors continues to be effective
and each remains committed to the Company. The Board,
therefore, recommends their re-election to shareholders.
Director Indemnification and Insurance
The Company has entered into qualifying third party deeds of
indemnity in favour of each of the Directors. The deeds cover any
liabilities that may arise to a third party, other than the Company,
for negligence, default or breach of trust or duty. The Directors
are not indemnified in respect of liabilities to the Company, any
regulatory or criminal fines, any costs incurred in connection with
criminal proceedings in which the Director is convicted or civil
proceedings brought by the Company in which judgement is
given against him or her. In addition, the indemnity does not apply
to any liability to the extent that it is recovered from another
person. The indemnities were in force during the year to
31 January 2022 and up to the date of approval of this report.
The Company maintains Directors’ and Officers’ Liability Insurance.
Governance Report

Baillie Gifford Shin Nippon PLC 29
Conflicts of Interest
Each Director submits a list of potential conflicts of interest to the
Nomination Committee on an ongoing basis. The Committee
considers these carefully, taking into account the circumstances
surrounding them and makes a recommendation to the Board on
whether or not the potential conflicts should be authorised. Board
authorisation is for a period of one year. Having considered the
lists of potential conflicts there were no situations which gave rise
to a direct or indirect interest of a Director which conflicted with
the interests of the Company.
Dividend
The revenue reserve remains in deficit. Consequently the Company
will not pay a dividend.
Share Capital
Capital Structure
The Company’s capital structure consists of 314,252,485 ordinary
shares of 2 pence each at 31 January 2022 (2021 – 301,292,485
ordinary shares of 2 pence each). There are no restrictions
concerning the holding or transfer of the Company’s ordinary shares
and there are no special rights attached to any of the shares.
Capital Entitlement
On a winding up, after meeting the liabilities of the Company, the
surplus assets will be paid to ordinary shareholders in proportion
to their shareholdings.
Voting
Each ordinary shareholder present in person or by proxy is
entitled to one vote on a show of hands and, on a poll, to one
vote for every share held.
Information on the deadlines for proxy appointments can be
found on page 63.
Major Interests in the Company’s Shares
The Company has not received any notification of major interests
of 3.0% or more (for directly held interests) in the voting rights of
the Company as at 31 January 2022. The Company has received
notification of the following interests of 5.0% or more (for indirectly
held interests) in the voting rights of the Company as at 31
January 2022.
Name
No of ordinary
10p shares held at
31 January 2022
%
of issue
Rathbone Investment Management Ltd 15,715,107 5.0
There have been no notifications of major interests in the
Company’s shares intimated up to 11 March 2022.
Annual General Meeting
Share Issuance Authority
At the last Annual General Meeting, the Directors were granted
authority to issue shares up to an aggregate nominal amount of
£2,044,745.40 and to issue shares or sell shares held in treasury
for cash on a non pre-emptive basis for cash up to an aggregate
nominal amount of £613,484.96 representing 10% of the issued
share capital of the Company as at 11 March 2021. Such
authorities will expire at the conclusion of the Annual General
Meeting to be held on 12 May 2022.
Resolution 11 in the Notice of Annual General Meeting seeks a
general authority for the Directors to issue ordinary shares up
to an aggregate nominal amount of £2,094,807.06. This amount
represents 33.33% of the Company’s total ordinary share capital
in issue at 11 March 2022 and meets institutional guidelines.
No issue of ordinary shares will be made pursuant to the
authorisation in Resolution 11 which would effectively alter the
control of the Company without the prior approval of shareholders
in general meeting.
Resolution 12, which is proposed as a special resolution, seeks
authority for the Directors to issue shares or sell shares held in
treasury on a non pre-emptive basis for cash (i.e. without first
offering such shares to existing shareholders pro-rata to their
existing holdings) up to an aggregate nominal amount of
£628,504.96 (representing 10% of the issued ordinary share
capital of the Company as at 11 March 2022). The authorities
sought in Resolutions 11 and 12 will continue until the conclusion
of the Annual General Meeting to be held in 2023 or on the expiry
of 15 months from the passing of the resolutions, if earlier.
Such authorities will only be used to issue shares or sell shares
from treasury at a premium to net asset value and only when
the Directors believe that it would be in the best interests of the
Company to do so. The Directors believe that the ability to buy-back
shares at a discount and re-sell them or issue new shares at a
premium are useful tools in smoothing supply and demand. During
the year to 31 January 2022 the Company issued 12,960,000
shares on a non pre-emptive basis at a premium to net asset value
on 37 separate occasions at an average price of 242.0 pence per
share raising net proceeds of £31,380,000. Between 1 February
and 11 March 2022 the Company issued no further shares.
No shares were held in treasury as at 11 March 2022.
Governance Report

30 Annual Report 2022
Market Purchases of Own Shares by the Company
At the last Annual General Meeting, the Company was granted
authority to purchase up to 45,980,698 ordinary shares
(equivalent to 14.99% of its issued share capital). This authority
expires at the forthcoming Annual General Meeting. The Directors
are seeking shareholders’ approval at the Annual General Meeting
to renew the authority to make market purchases of ordinary
shares up to an amount representing approximately 14.99% of
the Company’s ordinary shares in issue at the date of passing of
the Resolution, such authority to expire at the Annual General
Meeting of the Company to be held in 2023.
No shares were bought back during the year under review.
The principal reasons for share buy backs are:
(i) to enhance net asset value for continuing shareholders by
purchasing shares at a discount to the prevailing net asset
value; and
(ii) to address any imbalance between the supply of and demand
for the Company’s shares that results in a discount of the
quoted market price to the published net asset value per share.
The Company may hold bought back shares ‘in treasury’ and then:
(a) sell such shares (or any of them) for cash (or its equivalent
under the Companies Act 2006); or
(b) cancel such shares (or any of them).
All buy backs will initially be held in treasury. Shares will only
be sold from treasury at a premium to the net asset value per
ordinary share.
The Company shall not be entitled to exercise the voting rights
attaching to treasury shares.
In accordance with the Listing Rules of the UK Listing Authority,
the maximum price (excluding expenses) that may be paid on the
exercise of the authority must not exceed the higher of:
(i) 5% above the average closing price on the London Stock
Exchange of an ordinary share over the 5 business days
immediately preceding the date of purchase; and
(ii) the higher of the last independent trade and the highest
current independent bid on the London Stock Exchange.
The minimum price (exclusive of expenses) that may be paid will be
the nominal value of an ordinary share. Purchases of shares will be
made within guidelines established, from time to time, by the
Board. The Company does not have any warrants or options in
issue. Your attention is drawn to Resolution 13 in the Notice of
Annual General Meeting.
This authority, if conferred, will only be exercised if to do so would
result in an increase in net asset value per ordinary share for the
remaining shareholders and if it is considered in the best interests
of shareholders generally.
Financial Instruments
The Company’s financial instruments comprise its investment
portfolio, cash balances, bank borrowings and debtors and
creditors that arise directly from its operations such as sales and
purchases awaiting settlement and accrued income. The financial
risk management objectives and policies arising from its financial
instruments and the exposure of the Company to risk are
disclosed in note 18 to the Financial Statements.
Articles of Association
The Company’s Articles of Association may only be amended
by Special Resolution at a general meeting of shareholders.
Disclosure of Information to Auditor
The Directors confirm that so far as each of the Directors is aware
there is no relevant audit information of which the Company’s
Auditor is unaware and the Directors have taken all the steps that
they might reasonably be expected to have taken as Directors in
order to make themselves aware of any relevant audit information
and to establish that the Company’s Auditor is aware of that
information.
Independent Auditor
KPMG LLP are willing to continue in office and in accordance
with section 489 and section 491(1) of the Companies Act 2006,
resolutions concerning their reappointment and remuneration will
be submitted to the Annual General Meeting.
Post Balance Sheet Events
The Directors confirm that there have been no significant post
Balance Sheet events which require adjustment of, or disclosure
in, the Financial Statements or notes thereto up to 15 March 2022.
Greenhouse Gas Emissions and Streamlined Energy
and Carbon Report (‘SECR’)
All of the Company’s activities are outsourced to third parties.
The Company therefore has no greenhouse gas emissions to
report from its operations, nor does it have responsibility for any
other emissions producing sources under the Companies Act
2006 (Strategic Report and Directors’ Reports) Regulations 2013.
For the same reasons as set out above, the Company considers
itself to be a low energy user under the SECR regulations and
therefore is not required to disclose energy and carbon
information.
Bribery Act
The Company has a zero tolerance policy towards bribery and is
committed to carrying out business fairly, honestly and openly.
The Managers also adopt a zero tolerance approach and have
policies and procedures in place to prevent bribery.
Governance Report

Baillie Gifford Shin Nippon PLC 31
Shareholder Information
Criminal Finances Act 2017
The Company has a commitment to zero tolerance towards the
criminal facilitation of tax evasion.
Recommendation
The Directors consider each Resolution being proposed at the
Annual General Meeting to be in the best interests of the
Company and its shareholders as a whole and they unanimously
recommend that all shareholders vote in favour of them, as they
intend to do where possible in respect of their own beneficial
holdings of shares which amount in aggregate to 170,285 shares,
representing approximately 0.05% of the current issued share
capital of the Company.
On behalf of the Board
M Neil Donaldson
Chairman
15 March 2022

32 Annual Report 2022
Governance Report
Corporate Governance Report
The Board is committed to achieving and demonstrating high
standards of Corporate Governance. This statement outlines
how the principles of the 2018 UK Corporate Governance Code,
(the ‘Code’) which can be found at frc.org.uk, and the principles
of the Association of Investment Companies (‘AIC’) Code of
Corporate Governance were applied throughout the financial year.
The AIC Code provides a framework of best practice for investment
companies and can be found at theaic.co.uk.
Compliance
The Board confirms that the Company has complied throughout
the year under review with the relevant provisions of the Code
and the recommendations of the AIC Code. The Code includes
provisions relating to the role of the chief executive, executive
directors’ remuneration and the need for an internal audit function.
Given that the Company is an externally-managed investment
trust, the Board considers these provisions are not relevant to the
Company (the need for an internal audit function specific to the
Company has been addressed on page 36). Details of the Board’s
view on Directors who have served on the Board for more than
nine years can be found within the Independence of Directors
section of this Report.
The FRC has confirmed that AIC member companies who report
against the AIC Code will be meeting their obligations in relation
to the UK Code (the AIC Code can be found at theaic.co.uk ).
The Board
Following the appointment of Ms CEC Finn on 1 November 2021
and Ms AE Rotheroe on 1 March 2022, the Board comprises
seven Directors, all of whom are non-executive.
The Chairman is responsible for organising the business of
the Board, ensuring its effectiveness and setting its agenda.
The executive responsibility for investment management has
been delegated to the Company’s Alternative Investment Fund
Manager (‘AIFM’), Baillie Gifford & Co Limited, and in the context
of a Board comprising entirely non-executive directors there is
no chief executive officer. Mrs MR Somerset Webb is the Senior
Independent Director. Following the retirement of Mrs MR
Somerset Webb at the conclusion of the Annual General Meeting,
Professor S Vijayakumar will be the Senior Independent Director.
The Directors believe that the Board has a balance of skills and
experience that enable it to provide effective strategic leadership
and proper governance of the Company. Information about the
Directors, including their relevant experience, can be found on
pages 26 and 27.
The Directors recognise the importance of board succession
planning. The composition of the Board and the succession plan
are reviewed annually to ensure there is an appropriate balance
of skills, experience, length of service and diversity.
There is an agreed procedure for Directors to seek independent
professional advice if necessary at the Company’s expense.
Appointments
The terms and conditions of Directors’ appointments are set out
in formal letters of appointment which are available for inspection
on request.
Under the provisions of the Company’s Articles of Association,
a Director appointed during the year is required to seek election
by shareholders at the next Annual General Meeting.
Independence of Directors
In accordance with the principles of the UK Corporate Governance
Code, all Directors will offer themselves for re-election annually.
All the Directors are considered by the Board to be independent
of the Company and the Managers and free of any business or
other relationship that could interfere with the exercise of their
independent judgement.
The Board is of the view that length of service will not necessarily
compromise the independence or contribution of Directors of an
investment trust company where continuity and experience can
be of benefit to the Board. Mrs MR Somerset Webb has served
on the Board for more than nine years and will be retiring from the
Board at the conclusion of the Annual General Meeting.
The Board is not controlled by long serving Directors.
Policy on Tenure of the Chairman
The Board recognises the importance of an independent and
effective chairman. In the absence of exceptional circumstances,
the Chairman will retire at the Annual General Meeting following
the ninth anniversary of his appointment.
Meetings
There is an annual cycle of Board meetings which is designed to
address, in a systematic way, overall strategy, review of investment
policy, investment performance, marketing, revenue budgets,
dividend policy and communication with shareholders. The Board
considers that it meets sufficiently regularly to discharge its duties
effectively.
Directors’ Attendance at Meetings
Board
Audit
Committee
Nomination
Committee
Number of meetings 4 2 1
MN Donaldson* 4 – 1
CEC Finn
†
1 – 1
MR Somerset Webb 4 2 1
S Vijayakumar 4 2 1
J Skinner 4 2 1
KJ Troup 4 2 1
* MN Donaldson is not a member of the Audit Committee but was in
attendance at both meetings held.
†
CEC Finn was appointed to the Board on 1 November 2021.
AE Rotheroe was appointed to the Board on 1 March 2022.
The table above shows the attendance record for the core Board and
Committee meetings held during the year. The Annual General
Meeting was attended by all the Directors serving at that date.

Baillie Gifford Shin Nippon PLC 33
Nomination Committee
The Nomination Committee consists of the whole Board due
to the small size of the Board. The Chairman of the Board is
Chairman of the Committee. The Committee meets at least annually
and at such other times as may be required. The Committee
has written terms of reference that include reviewing the Board,
identifying and nominating new candidates for appointment to
the Board, Board appraisal, succession planning and training.
The Committee also considers whether Directors should be
recommended for re-election by shareholders. The Committee is
also responsible for considering Directors’ potential conflicts of
interest and for making recommendations to the Board on
whether or not the potential conflicts should be authorised.
Diversity Policy
Appointments to the Board are made on merit with due regard
for the benefits of diversity. The priority in appointing new
Directors is to identify the candidate with the best range of skills
and experience to complement existing Directors. The Board
therefore does not consider it appropriate to set diversity targets.
The Committee’s terms of reference are available on request from
the Company and on the Company’s website: shinnippon.co.uk.
Board Composition
As reported last year, the Nomination Committee commissioned
a search to find two new independent non-executive Directors in
advance of the retirement of Mrs MR Somerset Webb using the
services of Trust Associates Limited, an executive search firm
which has no other connection with the Company or its Directors.
Ms CEC Finn was appointed to the Board on 1 November 2021
and Ms AE Rotheroe was appointed to the Board on 1 March
2022. The Committee reviewed the composition of the Board
during the year in consideration of succession planning and
developing a diverse pipeline. Mrs MR Somerset Webb will stand
down from the Board at the AGM in May 2022.
Performance Evaluation
During the year the Board appointed Fletcher Jones, a firm which
assists companies with the design and execution of board evaluations,
to facilitate the performance evaluation of the Chairman, each
Director, the Board as a whole and its Committees. Fletcher Jones
has no other connection with the Company or the Directors.
Fletcher Jones provided confidential surveys which were tailored
to the specific needs of the Company. The surveys addressed,
amongst other issues:
— the competence and performance of the Board;
— overall strategic and corporate issues;
— shareholder value;
— governance;
— process and style of meetings;
— contribution made to Board Committees; and
— appraisal of the Chairman and the Chairmen of Board
Committees.
Each Director (with the exception of Ms CEC Finn and Ms AE
Rotheroe, who were appointed following the evaluation process)
and the Chairman completed the surveys and were interviewed
by Fletcher Jones at follow up video meetings. Fletcher Jones
also held meetings with representatives from Baillie Gifford and
the Company’s Corporate Broker, Winterflood Securities. Fletcher
Jones reviewed the output from the evaluation process and
judged the Company’s Board, Committees and Directors to be
operating effectively. The results of the evaluation were considered
by the Nomination Committee.
Following this process it was concluded that the performance of
each Director, the Chairman, the Board and its Committees
continues to be effective and each Director and the Chairman
remains committed to the Company.
A review of the Chairman’s and other Directors’ commitments
was carried out on 23 November 2021 and the Nomination
Committee is satisfied that they are capable of devoting sufficient
time to the Company.
The Board intend that an independent external agency will be
engaged to carry out the evaluation in 2024.
Induction and Training
New Directors are provided with an induction programme which is
tailored to the particular circumstances of the appointee. Regular
briefings are provided on changes in regulatory requirements that
could affect the Company and Directors. Directors receive other
relevant training as necessary.
Remuneration
As all the Directors are non-executive, there is no requirement
for a separate Remuneration Committee. Directors’ fees are
considered by the Board as a whole within the limits approved
by shareholders. The Company’s policy on remuneration is set
out in the Directors’ Remuneration Report on pages 38 and 39.
Management Engagement Committee
The Directors have considered that a separate Management
Engagement Committee is not required given the small size of
the Board.
Audit Committee
The report of the Audit Committee is set out on pages 36 and 37.
Internal Controls and Risk Management
The Directors acknowledge their responsibility for the Company’s
risk management and internal control systems and for reviewing
their effectiveness. The systems are designed to manage rather
than eliminate the risk of failure to achieve business objectives
and can only provide reasonable but not absolute assurance
against material misstatement or loss.
The Board confirms that there is an ongoing process for identifying,
evaluating and managing the significant risks faced by the
Company in accordance with the FRC guidance ‘Guidance on
Risk Management, Internal Control and Related Financial and
Business Reporting’ issued in September 2014.
Governance Report

34 Annual Report 2022
The practical measures in relation to the design, implementation
and maintenance of control policies and procedures to safeguard
the Company’s assets and to manage its affairs properly,
including the maintenance of effective operational and compliance
controls have been delegated to the Managers and Secretaries.
The Board oversees the functions delegated to the Managers and
Secretaries and the controls managed by the AIFM in accordance
with the Alternative Investment Fund Managers Regulations
(as detailed below). Baillie Gifford & Co’s Internal Audit and
Compliance Departments and the AIFM’s permanent risk function
provide the Audit Committee with regular reports on their monitoring
programmes. The reporting procedures for these departments are
defined and formalised within a service level agreement. Baillie
Gifford & Co conducts an annual review of its system of internal
controls which is documented within an internal controls report
which complies with ISAE 3402 and Technical Release AAF 01/06
– Assurance Reports on Internal Controls of Service Organisations
made available to Third Parties. This report is independently reviewed
by Baillie Gifford & Co’s Auditor and a copy is submitted to the
Audit Committee.
A report identifying the material risks faced by the Company and
the key controls employed to manage these risks is reviewed by
the Audit Committee.
These procedures ensure that consideration is given regularly to
the nature and extent of risks facing the Company and that they
are being actively monitored. Where changes in risk have been
identified during the year they also provide a mechanism to
assess whether further action is required to manage these risks.
The Directors confirm that they have reviewed the effectiveness of
the Company’s risk management and internal controls systems,
which accord with the FRC ‘Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting’
issued in September 2014, and they have procedures in place
to review their effectiveness on a regular basis. No significant
weaknesses were identified in the year under review and up to
the date of this Report.
The Board confirms that these procedures have been in place
throughout the Company’s financial year and continue to be in
place up to the date of approval of this Report.
To comply with the Alternative Investment Fund Managers
Regulations, The Bank of New York Mellon (International) Limited
acted as the Company’s Depositary and Baillie Gifford & Co
Limited as its AIFM.
The Depositary’s responsibilities include cash monitoring,
safe keeping of the Company’s financial instruments, verifying
ownership and maintaining a record of other assets and monitoring
the Company’s compliance with investment limits and leverage
requirements. The Depositary is liable for the loss of financial
instruments held in custody. The Depositary will ensure that any
delegate segregates the assets of the Company. The Company’s
Depositary also acts as the Company’s Custodian. The Custodian
prepares reports on its key controls and safeguards which is
independently reviewed by its Auditor, KPMG LLP. The reports are
reviewed by Baillie Gifford’s Business Risk Department and a
summary of the key points is reported to the Audit Committee
and any concerns investigated.
The Depositary provides the Audit Committee with half-yearly
reports on its monitoring activities.
The AIFM has established a permanent risk management function
to ensure that effective risk management policies and procedures
are in place and to monitor compliance with risk limits. The AIFM
has a risk management policy which covers the risks associated
with the management of the portfolio, and the adequacy and
effectiveness of this policy is reviewed and approved at least
annually. This review includes the risk management processes
and systems and limits for each risk area.
The risk limits, which are set by the AIFM and approved by the
Board, take into account the objectives, strategy and risk profile
of the portfolio. These limits, including leverage (see page 68),
are monitored and the sensitivity of the portfolio to key risks is
undertaken periodically as appropriate to ascertain the impact
of changes in key variables in the portfolio. Exceptions from limits
monitoring and stress testing undertaken by Baillie Gifford’s
Business Risk Department are escalated to the AIFM and
reported to the Board along with remedial measures
being taken.
Going Concern
In accordance with the Financial Reporting Council’s guidance on
going concern and liquidity risk, including its Covid-19 guidance,
the Directors have undertaken a rigorous review of the Company’s
ability to continue as a going concern, and specifically in the
context of the Covid-19 pandemic.
The Company’s principal and emerging risks include market risk,
liquidity risk and credit risk. An explanation of these risks and how
they are managed is contained in note 18 to the Financial
Statements. The Board has, in particular, considered the impact of
heightened market volatility since the Covid-19 pandemic and
reviewed the results of specific leverage and liquidity stress testing,
but does not believe the Company’s going concern status is affected.
The Company’s assets, which are primarily investments in quoted
securities and are readily realisable (Level 1) exceed its liabilities
significantly and could be sold to repay borrowings if required.
All borrowings require the prior approval of the Board. Gearing
levels and compliance with loan covenants are reviewed by the
Board on a regular basis. During the year a new ¥5,000 million
three year fixed rate secured loan at an interest rate of 1.40%
was drawn down from ING Bank N.V. The Company’s loans are
not repayable until at least November 2023 as shown in note 11
on page 55. The Company has continued to comply with the
investment trust status requirements of section 1158 of the
Corporation Tax Act 2010 and the Investment Trust (Approved
Company) Regulations 2011. The Company’s primary third party
suppliers, including its Managers and Secretaries, Custodian and
Depositary, Registrar, Auditor and Broker, have not experienced
significant operational difficulties affecting their respective services
to the Company, as a result of the Covid-19 pandemic.
Governance Report

Baillie Gifford Shin Nippon PLC 35
Governance Report
Accordingly, the Financial Statements have been prepared on the
going concern basis as it is the Directors’ opinion, having assessed
the principal and emerging risks and other matters, including the
impact of the Covid-19 pandemic, as set out in the Viability
Statement on page 9, that the Company will continue in operational
existence for a period of at least twelve months from the date of
approval of these Financial Statements.
Relations with Shareholders
The Board places great importance on communication with
shareholders. The Company’s Investment Manager meets
regularly with shareholders and their representatives and reports
to the Board. The Company broker and the Managers’ sales team
also have regular contact with current and potential shareholders,
and these have continued ‘virtually’ since the Covid-19 pandemic.
The Chairman and Directors are available to meet with shareholders
as appropriate. Shareholders wishing to communicate with
any members of the Board may do so by writing to them at
the Company’s registered office, emailing the Managers at
trustenquiries@bailliegifford.com or through the Company’s
broker, Winterflood Securities Ltd (see contact details on back cover).
The Company’s Annual General Meeting provides a forum for
communication with all shareholders. The level of proxies lodged
for each resolution is announced at the meeting and is published
at shinnippon.co.uk subsequent to the meeting. The notice period
for the Annual General Meeting is at least twenty working days.
Shareholders and potential investors may obtain up-to-date
information on the Company at shinnippon.co.uk.
Corporate Governance and Stewardship
The Company has given discretionary voting powers to Baillie
Gifford & Co. The Managers vote against resolutions they consider
may damage shareholders’ rights or economic interests and
report their actions to the Board.
The Company believes that it is in the shareholders’ interests to
consider environmental, social and governance (ESG) factors
when selecting and retaining investments and have asked the
Managers to take these issues into account. The Managers do
not exclude companies from their investment universe purely on
the grounds of ESG factors but adopt a positive engagement
approach whereby matters are discussed with management with
the aim of improving the relevant policies and management systems
and enabling the Managers to consider how ESG factors could
impact long term investment returns. The Managers’ Stewardship
Principles and examples of portfolio company engagement are
set out on pages 19 and 20 and the statement of compliance
with the UK Stewardship Code can be found on the Managers’
website at bailliegifford.com. The Managers’ policy has been
reviewed and endorsed by the Board. Baillie Gifford & Co has
considered the Sustainable Finance Disclosure Regulation (SFDR)
and further details can be found on page 67.
Climate Change
The Board recognises that climate change poses a serious threat
to our environment, our society and to economies and companies
around the globe. Addressing the underlying causes is likely to
result in companies that are high emitters of carbon facing greater
societal and regulatory scrutiny and higher costs to account for
the true environmental impact of their activities. The Managers’
pursuit of long term growth opportunities typically involves investment
in entrepreneurial, disruptive and technology-driven businesses.
These companies are often capital-light with a low carbon footprint.
The Managers’ Report provides some examples of new investments
that address ESG themes, including climate change.
The Manager has engaged an external provider to map the
carbon footprint of the portfolio, using the information to prioritise
engagement and understand what higher emitting companies are
doing to manage climate risk better. This analysis estimates that
the carbon intensity of the Shin Nippon portfolio is 84.1% lower
than the index (MSCI Japan Small Cap Index). Carbon intensity
measures the carbon efficiency of the portfolio per unit of output
and assesses the portfolio’s exposure to carbon-intensive companies.
Baillie Gifford’s Task Force on Climate-Related Financial Disclosures
(‘TCFD’) Climate Report is available on the Managers’ website at
bailliegifford.com. Baillie Gifford will provide a TCFD climate report
for Shin Nippon which is expected to be available during 2023.
The Managers are signatories to the United Nations Principles
for Responsible Investment, the Net Zero Asset Managers
initiative and the Carbon Disclosure Project and are also members
of the Asian Corporate Governance Association and International
Corporate Governance Network.
On behalf of the Board
M Neil Donaldson
Chairman
15 March 2022

36 Annual Report 2022
Audit Committee Report
The Audit Committee consists of all Directors with the exception of
the Chairman, Mr MN Donaldson. The members of the Committee
consider that they have the requisite financial skills and experience
to fulfil the responsibilities of the Committee. Mr J Skinner,
Chairman of the Committee, is a Chartered Accountant.
The Committee’s authority and duties are clearly defined within its
written terms of reference which are available on request from the
Company Secretaries and at shinnippon.co.uk. The terms of
reference are reviewed annually.
The Committee’s effectiveness is reviewed on an annual basis as
part of the Board’s performance evaluation process.
At least once a year the Committee meets with the external
Auditor without any representative of the Managers being present.
Main Activities of the Committee
The Committee met twice during the year and the external Auditor
attended both meetings. Baillie Gifford & Co’s Internal Audit and
Compliance Departments and the AIFM’s permanent risk function
provided reports on their monitoring programmes for these
meetings.
The matters considered, monitored and reviewed by the
Committee during the course of the year included the following:
— the results announcement and the Annual and Interim Reports;
— the Company’s accounting policies and practices and the
implementation of the Managers’ valuation policy for
investments in unlisted (private) companies;
— the regulatory changes impacting the Company;
— the fairness, balance and understandability of the Annual
Report and Financial Statements and whether it provided
the information necessary for shareholders to assess the
Company’s performance, business model and strategy;
— the effectiveness of the Company’s internal control
environment;
— re-appointment, remuneration and engagement letter of
the external Auditor;
— whether the audit services contract should be put out to tender;
— the policy on the engagement of the external Auditor to supply
non-audit services;
— the independence and objectivity of the external Auditor
and the effectiveness of the external audit process;
— the need for the Company to have its own internal audit function;
— internal controls reports received from the Managers and
Custodian;
— written assurance from the Company’s key third party service
providers regarding whether they have been aware of any
fraud or had any suspicions of fraud over the Company’s
financial year; and
— the arrangements in place within Baillie Gifford & Co whereby
their staff may, in confidence, raise concerns about possible
improprieties in matters of financial reporting or other matters.
Internal Audit
The Committee continues to believe that the compliance and internal
controls systems and the internal audit function in place within the
Investment Managers provide sufficient assurance that a sound
system of internal control, which safeguards shareholders’ investment
and the Company’s assets, is maintained. An internal audit function,
specific to the Company is therefore considered unnecessary.
Financial Reporting
The Committee considers that the most significant issue likely to
affect the Financial Statements is the existence and valuation of
quoted investments, as they represent 92.3% of total assets.
Quoted securities are valued using market prices which are readily
available from independent external pricing sources. The Committee
reviewed the Managers’ Report on Internal Controls which details
the controls in place regarding the recording and pricing of
investments, the reconciliation of investment holdings to third party
data and the accurate recording of investment income.
The value of all listed investments as at 31 January 2022 was
agreed to external price sources and the portfolio holdings agreed
to confirmations from the Company’s Custodian.
The Managers confirmed to the Committee that they were not
aware of any material misstatements in the context of the Financial
Statements as a whole and that the Financial Statements are in
accordance with applicable law and accounting standards.
FRC Review
The Financial Reporting Council (‘FRC’) reviewed the Company’s
Annual Report and Financial Statements for the year to 31 January
2021. There were no areas identified for improvement based on
the review. The FRC notes that its review does not provide
assurance that the Annual Report and Financial Statements are
correct in all material respects and that its role is not to verify the
information provided but to consider compliance with reporting
requirements.
Internal Controls and Risk Management
The Committee reviewed the effectiveness of the Company’s risk
management and internal controls systems as described on
pages 33 and 34. No significant weaknesses were identified in
the year under review.
External Auditor
To fulfil its responsibility regarding the independence of the
external Auditor, the Committee reviewed:
— the audit plan for the current year;
— a report from the Auditor describing their arrangements to
manage auditor independence and received confirmation of
their independence; and
— the proposed audit fee and extent of non-audit services
provided by the external Auditor. For the year to 31 January
2022 the proposed audit fee was £35,000 and there were
no non-audit fees for the year to 31 January 2022 (2021 – nil).
Governance Report

Baillie Gifford Shin Nippon PLC 37
Governance Report
To assess the effectiveness of the external Auditor, the Committee
reviewed and considered:
— the Auditor’s fulfilment of the agreed audit plan;
— feedback from the Secretaries on the performance of the
audit team; and
— the Audit Quality Inspection Report from the FRC.
To fulfil its responsibility for oversight of the external audit process
the Committee considered and reviewed:
— the Auditor’s engagement letter;
— the Auditor’s proposed audit plan;
— the audit fee; and
— a report from the Auditor on the conclusion of the audit.
The audit partner responsible for the audit will be rotated at least
every five years in accordance with professional and regulatory
standards in order to protect independence and objectivity and to
provide fresh challenge to the business. Mr Waterson, the current
partner was approved in 2017 and, will be replaced as audit
partner at the conclusion of the 2022 audit.
KPMG LLP have confirmed that they believe they are independent
within the meaning of regulatory and professional requirements
and that the objectivity of the audit partner and staff is not impaired.
Having carried out the review described above, the Committee is
satisfied that the Auditor remains independent and effective for
the purposes of this year’s audit.
There are no contractual obligations restricting the Committee’s
choice of external Auditor.
Audit Tender
Following the audit tender process conducted during the year
to 31 January 2017, the Board unanimously decided to appoint
KPMG LLP as Auditor with effect from the audit of the Financial
Statements for the year to 31 January 2018.
In recognition of underlying audit rotation requirements,
the Committee intends to undertake a further tender process
during the year to 31 January 2027.
Accountability and Audit
The respective responsibilities of the Directors and the Auditor
in connection with the Financial Statements are set out on
pages 40 to 45.
On behalf of the Board
Jamie Skinner
Audit Committee Chairman
15 March 2022

38 Annual Report 2022
Directors’ Remuneration Report
This report has been prepared in accordance with the
requirements of the Companies Act 2006.
Statement by the Chairman
The Directors’ Remuneration Policy is subject to shareholder
approval every three years or sooner if an alteration to the policy
is proposed. The Remuneration Policy which is set out below
was approved at the Annual General Meeting in May 2020 and
no changes are proposed to the policy at the forthcoming Annual
General Meeting on 12 May 2022.
The Board reviewed the level of fees during the year and it
was agreed that there would be no change to Directors’ fees.
The Directors’ fees were last increased on 1 February 2020.
Directors’ Remuneration Policy
The Board is composed wholly of non-executive Directors, none
of whom has a service contract with the Company. There is no
separate remuneration committee and the Board as a whole
considers changes to Directors’ fees from time to time.
Baillie Gifford & Co Limited, the Company Secretaries, provide
comparative information when the Board considers the level of
Directors’ fees.
The Board’s policy is that the remuneration of Directors should be
set at a reasonable level that is commensurate with the duties
and responsibilities of the role and consistent with the requirement
to attract and retain Directors of the appropriate quality and
experience. The Board believes that the fees paid to the Directors
should reflect the experience of the Board as a whole, be fair and
should take account of the level of fees paid by comparable
investment trusts. Any views expressed by shareholders on the
fees being paid to Directors will be taken into consideration by
the Board when reviewing the Board’s policy on remuneration.
Non-executive Directors are not eligible for any other remuneration
or benefits apart from the reimbursement of allowable expenses.
There are no performance conditions relating to Directors’ fees
and there are no long term incentive schemes or pension
schemes. No compensation is payable on loss of office.
Limit on Directors’ Remuneration
The fees for the non-executive Directors are payable monthly in
arrears and are determined within the limit set out in the Company’s
Articles of Association which is currently £200,000 in aggregate.
Any change to this limit requires shareholder approval.
The basic and additional fees payable to Directors in respect of the
year ended 31 January 2022 and the expected fees payable in
respect of the year ending 31 January 2023 are set out in the table
below. The fees payable to the Directors in the subsequent financial
periods will be determined following an annual review of the
Directors’ fees.
Expected
fees for
year ending
31 Jan 2023
£
Fees as at
31 Jan 2022
£
Chairman’s fee 37,500 37,500
Non-executive Director fee 25,000 25,000
Additional fee for Chairman of the
Audit Committee 3,500 3,500
Total aggregate annual fees that can be
paid to the Directors in any year under the
Directors’ Remuneration Policy, as set out in
the Company’s Articles of Association (see
‘Limit on Directors’ Remuneration’ above) 200,000 200,000
Annual Report on Remuneration
An Ordinary Resolution for the approval of this report will be put
to the members at the forthcoming Annual General Meeting.
The law requires the Company’s Auditor to audit certain of the
disclosures provided in this report. Where disclosures have been
audited, they are indicated as such. The Auditor’s opinion is
included in KPMG LLP’s report on page 41.
Directors’ Remuneration for the Year (audited)
The Directors who served during the year received the following remuneration in the form of fees and taxable benefits. This represents
the entire remuneration paid to the Directors.
Name
2022
Fees
£
2022
Taxable
benefits *
£
2022
Total
£
2021
Fees
£
2021
Taxable
benefits *
£
2021
Total
£
MN Donaldson (Chairman) 37,500 – 37,500 37,500 – 37,500
MR Somerset Webb 25,000 – 25,000 25,000 – 25,000
SCN Somerville (retired 14 May 2020) – – – 7,211 – 7,211
S Vijayakumar 25,000 – 25,000 25,000 – 25,000
J Skinner 28,500 – 28,500 28,500 25 28,525
KJ Troup (appointed 1 March 2020) 25,000 – 25,000 22,917 – 22,917
CEC Finn (appointed 1 November 2021) 6,250 – 6,250 – – –
147,250 – 147,250 146,128 25 146,153
* Comprises travel and subsistence expenses incurred by Directors in the course of travel to attend Board and Committee meetings held at the
Company’s registered office in Edinburgh. These amounts have been grossed up for income tax.
Governance Report

Baillie Gifford Shin Nippon PLC 39
Governance Report
Annual Percentage Change in Remuneration
This represents the annual percentage change in the total remuneration
paid to the Directors.
Name
% change
from 2021
to 2022
% change
from 2020
to 2021
MN Donaldson (Chairman) – 8.7
MR Somerset Webb – 6.1
SCN Somerville (retired 14 May 2020) n/a (71.2)*
S Vijayakumar – 8.7
J Skinner (0.1) 14.5
KJ Troup (appointed 1 March 2020) 9.1* 100.0*
CEC Finn (appointed 1 November 2021) 100.0* n/a
* Thes e percentage movements reflect the Directors’ retirement/
appointments in the period.
Directors’ Interests (audited)
Name
Nature
of interest
Ordinary 2p
shares held at
31 Jan 2022
Ordinary 2p
shares held at
31 Jan 2021
MN Donaldson Beneficial 100,000 100,000
MR Somerset Webb Beneficial 17,785 17,785
S Vijayakumar – – –
J Skinner Beneficial 17,500 17,500
KJ Troup Beneficial 25,000 20,000
CEC Finn – – –
The Directors are not required to hold shares in the Company.
The Directors at the year end, and their interests in the Company,
were as shown above. The appointment of Ms AE Rotheroe to the
Board came into effect on 1 March 2022. Ms AE Rotheroe holds
10,000 ordinary 2p shares. There have been no other changes in the
Directors’ interests up to 11 March 2022.
Statement of Voting at Annual General Meeting
At the last Annual General Meeting, of the proxy votes received
in respect of the Directors’ Remuneration Report, 99.5% were in
favour, 0.3% were against and votes withheld were 0.2%. At the
last Annual General Meeting at which the Directors’ Remuneration
Policy was considered (May 2020), 99.4% were in favour, 0.4%
were against and votes withheld were 0.2%.
Relative Importance of Spend on Pay
As the Company has no employees, the Directors do not consider
it appropriate to present a table comparing remuneration paid
to employees with distributions to shareholders. The Directors’
Remuneration for the year is set out on the previous page.
There were no distributions to shareholders by way of dividend
or share repurchases during the year (2021 – none).
Directors’ Service Details
Name
Date of
appointment
Due date for
election/re-election
MN Donaldson 1 August 2014 AGM in 2022
MR Somerset Webb* 4 October 2011 –
S Vijayakumar 1 September 2018 AGM in 2022
J Skinner 7 December 2018 AGM in 2022
KJ Troup 1 March 2020 AGM in 2022
CEC Finn 1 November 2021 AGM in 2022
AE Rotheroe 1 March 2022 AGM in 2022
* MR Somerset Webb will retire from the Board at the AGM on
12 May 2022.
Company Performance
The following graph compares the total return (assuming all
dividends are reinvested) to ordinary shareholders compared to
the total shareholder return on a notional investment made up of
shares in the component parts of the Company’s comparative
index. This index was chosen for comparison purposes as it is the
index against which the Company has measured its performance
over the period covered by the graph.
Performance Graph
(figures have been rebased to 100 at 31 January 2012)
Past performance is not a guide to future performance.
Approval
The Directors’ Remuneration Report on pages 38 and 39 was
approved by the Board of Directors and signed on its behalf on
15 March 2022.
M Neil Donaldson
Chairman
Cumulative to 31 January
Source: Refinitiv/Baillie Gifford and relevant underlying index providers.
See disclaimer on page 68.
Baillie Gifford Shin Nippon’s share price
*
Comparative Index
†
* Total return (assuming net dividends are reinvested). See Glossary of Terms and
Alternative Performance Measures on pages 69 and 70.
†
The comparative index is the MSCI Japan Small Cap Index (total return and in
sterling terms). See disclaimer on page
68 .
2012 20132015 2017 2020 20222014 2016 2018 2019 2021
0
800
300
200
100
400
500
700
600

40 Annual Report 2022
The Directors are responsible for preparing the Annual Report
and Financial Statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law they are
required to prepare the Financial Statements in accordance
with United Kingdom accounting standards, including FRS 102
‘The Financial Reporting Standard applicable in the UK and
Republic of Ireland’.
Under company law the Directors must not approve the Financial
Statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of its profit or loss
for that period. In preparing these Financial Statements, the
Directors are required to:
— select suitable accounting policies and then apply them
consistently;
— make judgements and estimates that are reasonable and
prudent;
— state whether applicable United Kingdom accounting
standards have been followed, subject to any material
departures disclosed and explained in the Financial
Statements;
— assess the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern;
and
— use the going concern basis of accounting unless they either
intend to liquidate the Company or to cease operations, or
have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that its Financial Statements comply with the Companies Act
2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of Financial
Statements that are free from material misstatement, whether due
to fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of
the Company and to prevent and detect fraud and other
irregularities.
Statement of Directors’ Responsibilities in Respect
of the Annual Report and the Financial Statements
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The Directors have delegated operational responsibilty to the
Managers for the maintenance and integrity of the corporate
and financial information included on the Company’s website.
Legislation in the United Kingdom governing the preparation and
dissemination of Financial Statements may differ from legislation
in other jurisdictions.
Responsibility Statement of the Directors in Respect
of the Annual Financial Report
We confirm that to the best of our knowledge:
— the Financial Statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company; and
— the Strategic Report/Directors’ Report includes a fair review
of the development and performance of the business and
the position of the issuer, together with a description of the
principal risks and uncertainties that the issuer and business
face.
We consider the Annual Report and Accounts, taken as a whole,
is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company’s position and
performance, business model and strategy.
On behalf of the Board
M Neil Donaldson
Chairman
15 March 2022
Financial Report

Baillie Gifford Shin Nippon PLC 41
Governance Report
Independent Auditor’s Report
1. Our opinion is unmodified
We have audited the financial statem ents of Baillie
Gifford Shin Nippon Plc. (“the Com pany”) for the
year ended 31 January 2022 which com prise the
Incom e Statem ent, Balance Sheet, Statement of
Changes in Equity, Cash Flow Statem ent and the
related notes, including the accounting policies in
note 1.
In our opinion the financial statements:
— give a true and fair view of the state of the
Company’s affairs as at 3 1 January 2022 and of
its return for the year then ended;
— have been properly prepared in accordance
with UK accounting standards, including FRS
102 The Financial Reporting Standard
applicable in the UK an d Republic of Ireland;
and
— have been prepared in accordance with the
requirem ents of the Com panies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit
evidence we have obtained is a sufficient and
appropriate basis for our opinion. Our audit opinion
is consistent with our report to the audit
com m ittee.
We were first appointed as auditor by the
shareholders on 18 May 2017. The period of total
uninterrupted engagement is for the five financial
years ended 31 January 2022. We have fulfilled our
ethical responsibilities under, and we rem ain
independent of the Company in accordance with,
UK ethical requirem ents including the FRC Ethical
Standard as applied to listed public interest entities.
No non-audit services prohibited by that standard
were provided.
Independent
auditor’s report
to the members of Baillie Gifford Shin Nippon Plc.
Overview
Material ity:
Financial
statements as a
whole
£6.46m (2021:£7.6m )
1% (2021: 1%) of Total Assets
Key audit matters vs 2021
Recurring risks Carrying am ount of quoted
investm ents
◄►

42 Annual Report 2022
2. Key audit matters: including our assessment of risks of material misstatement
Key audit m atters are those m atters that, in our professional judgem ent, were of m ost significance in the audit of the financial
statem ents and include the m ost significant assessed risks of m aterial m isstatem ent (whether or not due to fraud) identified
by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and
directing the efforts of the engagem ent team . We sum m arise below the key audit m atter, (unchanged from 2021), in arriving
at our audit opinion above, together with our key audit procedures to address this m atter and, as required for public interest
entities, our results from those procedures. This m atter was addressed, and our results are based on procedures undertaken,
in the context of, and solely for the purpose of, our audit of the financial statem ents as a whole, and in form ing our opinion
thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on this m atter.
The risk Our response
Carrying amount of
quoted investments
(£594.2 m illion; (2021:
£741.2 m illion)
Refer to page 36 Audit
Comm ittee Report),
page 50 (accounting
policy) and note 8 on
page 53 (financial
disclosures).
Low risk, high value:
The Company’s portfolio of quoted
investm ents m akes up 91.9% (2021:
97.1%) of the Com pany’s total
assets (by value) and is one of the
key drivers of results. We do not
consider these investm ents to be at
a high risk of significant
m isstatem ent, or to be subject to a
significant level of judgement
because they com prise liquid,
quoted investm ents. However, due
to their materiality in the context of
the financial statem ents as a whole,
they are considered to be one of the
areas which had the greatest effect
on our overall audit strategy and
allocation of resources in planning
and com pleting our audit.
We perform ed the detailed tests below rather than seeking
to rely on any of the Com pany’s controls, because the nature
of the balance is such that we would expect to obtain audit
evidence primarily through the detailed procedures described
below.
Our procedures included:
— Test of detail: Agreeing the valuation of 100% of
investm ents in the portfolio to externally quoted prices;
and
— Enquiry of custodians: Agreeing 100% of investm ent
holdings in the portfolio to independently received third
party confirm ations from investment custodians.
Our results
— We found the carrying am ount of quoted investm ents to
be acceptable (2021: acceptable).
3. Our application of materiality and an overview of the
scope of our audit
Materiality for the financial statements as a whole was set at
£6.46m (2021: £7.6m ), determ ined with reference to a
benchm ark of total assets, of which it represents 1% (2021:
1%).
In line with our audit m ethodology, our procedures on
individual account balances and disclosures were perform ed
to a lower threshold, perform ance m ateriality, so as to
reduce to an acceptable level the risk that individually
immaterial misstatements in individual account balances add
up to a material amount across the financial statements as a
whole. Perform ance materiality was set at 75% (2021: 75%)
of m ateriality for the financial statem ents as a whole, which
equates to £4.8m (2021: £5 .7m ). We applied this percentage
in our determ ination of perform ance m ateriality because we
did not identify any factors indicating an elevated level of risk.
We agreed to report to the Audit Com m ittee any corrected or
uncorrected identified misstatem ents exceeding £323 k
(2021: £381k), in addition to other identified m isstatem ents
that warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality
level specified above and was perform ed by a single audit
team .
Total Assets
£647.0m (2021: £763.5m)
Materi al ity
£6.46m (2021: £7.6m )
Total Assets
£6.46m
Whole financial
statements materiality
(2021: £7.6m)
£4.8m
Performance materiality
(2021: £5.7m)
£323k
Misstatements reported
to the audit committee
(2021: £3 81k)
The scope of the audit work perform ed was fully substantive
as we did not rely upon the Com pany’s internal control over
financial reporting.
Financial Report

Baillie Gifford Shin Nippon PLC 43
Financial Report
4. Going concern
The Directors have prepared the financial statem ents on the
going concern basis as they do not intend to liquidate the
Company or to cease its operations, and as they have
concluded that the Com pany’s financial position means that
this is realistic. They have also concluded that there are no
m aterial uncertainties that could have cast significant doubt
over its ability to continue as a going concern for at least a
year from the date of approval of the financial statem ents
(“the going concern period”).
We used our knowledge of the Com pany, its industry, and
the general econom ic environm ent to identify the inherent
risks to its business model and analysed how those risks
m ight affect the Com pany’s financial resources or ability to
continue operations over the going concern period. The
risks that we considered m ost likely to adversely affect the
Company’s available financial resources and its ability to
operate over this period were:
— the impact of a significant reduction in the valuation of
investm ents and the im plications for the Com pany’s
debt covenants;
— the liquidity of the investm ent portfolio and its ability to
m eet the liabilities of the Company as and when they
fall due; and
— the operational resilience of key service organisations.
We considered whether these risks could plausibly affect
the liquidity in the going concern period by assessing the
degree of downside assumption that, individually and
collectively, could result in a liquidity issue, taking into
account the Company’s liquid investm ent position (and the
results of their stress testing).
We considered whether the going concern disclosure in
note 1 to the financial statem ents gives a full and accurate
description of the Directors’ assessm ent of going concern.
Our conclusions based on this work:
— We consider that the Directors’ use of the going
concern basis of accounting in the preparation of the
financial statem ents is appropriate;
— We have not identified, and concur with the Directors’
assessm ent that there is not, a material uncertainty
related to events or conditions that, individually or
collectively, m ay cast significant doubt on the
Company's ability to continue as a going concern for
the going concern period;
— We have nothing m aterial to add or draw attention to in
relation to the Directors’ statem ent in note 1 to the
financial statem ents on the use of the going concern
basis of accounting with no m aterial uncertainties that
m ay cast significant doubt over the Com pany’s use of
that basis for the going concern period, and we found
the going concern disclosure in note 1 to be
acceptable; and
— The related statem ent under the Listing Rules set out
on page 34 is m aterially consistent with the financial
statem ents and our audit knowledge.
However, as we cannot predict all future events or conditions
and as subsequent events m ay result in outcom es that are
inconsistent with judgem ents that were reasonable at the time
they were m ade, the above conclusions are not a guarantee
that the Com pany will continue in operation.
5. Fraud and breaches of laws and regulations – ability
to detect
Identifying and responding to risks of material
misstatement due to fraud
To identify risks of material misstatement due to fraud
(“fraud risks”) we assessed events or conditions that could
indicate an incentive or pressure to com m it fraud or provide
an opportunity to com m it fraud. Our risk assessment
procedures included:
— enquiring of Directors as to the Com pany’s high-level
policies and procedures to prevent and detect fraud, as
well as whether they have knowledge of any actual,
suspected or alleged fraud;
— assessing the segregation of duties in place between
the Directors, the Adm inistrator and the Company’s
Investm ent Manager; and
— reading Board and Audit Com m ittee m inutes.
As required by auditing standards, we perform procedures
to address the risk of m anagem ent override of controls, in
particular to the risk that m anagem ent m ay be in a position
to m ake inappropriate accounting entries. We evaluated the
design and implementation of the controls over journal
entries and other adjustm ents and m ade inquiries of the
Administrator about inappropriate or unusual activity relating
to the processing of journal entries and other
adjustments. We substantively tested all material post-
closing entries and, based on the results of our risk
assessm ent procedures and understanding of the process,
including the segregation of duties between the Directors
and the Adm inistrator, no further high-risk journal entries or
other adjustm ents were identified.
On this audit we do not believe there is a fraud risk related
to revenue recognition because the revenue is non-
judgemental and straightforward, with limited opportunity
for m anipulation. We did not identify any significant unusual
transactions or additional fraud risks.
Identifying and responding to risks of material
misstatement due to non-compliance with laws and
regulations
We identified areas of laws and regulations that could
reasonably be expected to have a m aterial effect on the
financial statements from our general commercial and
sector experience and through discussion with the
Directors, the Investm ent Manager and the Administrator
(as required by auditing standards) and discussed with the
Directors the policies and procedures regarding com pliance
with laws and regulations. As the Com pany is regulated, our
assessm ent of risks involved gaining an understanding of
the control environm ent including the entity’s procedures
for com plying with regulatory requirem ents.
The potential effect of these laws and regulations on the
financial statements varies considerably.
Firstly, the Com pany is subject to laws and regulations that
directly affect the financial sta tem ents including financial
reporting legislation (including related com panies
legislation), distributable profits legislation, and its
qualification as an Investm ent Trust under UK taxation
legislation, any breach of which could lead to the Com pany
losing various deductions and exem ptions from UK
corporation tax, and we assessed the extent of com pliance
with these laws and regulations as part of our procedures
on the related financial statement items.

44 Annual Report 2022
5. Fraud and breaches of laws and regulations – ability
to detect (continued)
Identifying and responding to risks of m aterial m isstatement
due to non-com pliance with laws and regulations
(continued)
Secondly, the Company is subject to m any other laws and
regulations where the consequences of non-compliance
could have a material effect on amounts or disclosures in
the financial statem ents, for instance through the
imposition of fines or litigation. We identified the following
areas as those most likely to have such an effect: money
laundering, data protection, bribery and corruption
legislation and certain aspects of com pany legislation
recognising the financial and regulated nature of the
Company’s activities and its legal form. Auditing standards
lim it the required audit procedures to identify non-
com pliance with these laws and regulations to enquiry of
the Directors and the Adm inistrator and inspection of
regulatory and legal correspondence, if any. Therefore if a
breach of operational regulations is not disclosed to us or
evident from relevant correspondence, an audit will not
detect that breach.
Context of the ability of the audit to detect fraud or
breaches of law or regulation
Owing to the inherent lim itations of an audit, there is an
unavoidable risk that we m ay not have detected som e
material misstatements in the financial statements, even
though we have properly planned and perform ed our audit
in accordance with auditing standards. For exam ple, the
further rem oved non-com pliance with laws and regulations
is from the events and transactions reflected in the financial
statem ents, the less likely the inherently lim ited procedures
required by auditing standards would identify it.
In addition, as with any audit, there rem ained a higher risk
of non-detection of fraud, as these may involve collusion,
forgery, intentional om issions, m isrepresentations, or the
override of internal controls. Our audit procedures are
designed to detect m aterial misstatement. We are not
responsible for preventing non-com pliance or fraud and
cannot be expected to detect non-com pliance with all laws
and regulations.
6. We have nothing to report on the other information
in the Annual Report
The Directors are responsible for the other inform ation
presented in the Annual Report together with the financial
statem ents. Our opinion on the financial statem ents does
not cover the other inform ation and, accordingly, we do not
express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
Our responsibility is to read the other inform ation and, in
doing so, consider whether, based on our financial
statem ents audit work, the inform ation therein is m aterially
m isstated or inconsistent with the financial statem ents or
our audit knowledge. Based solely on that work we have
not identified m aterial m isstatem ents in the other
inform ation.
Strategic report and Directors’ report
Based solely on our work on the other inform ation:
— we have not identified m aterial misstatem ents in the
strategic report and the Directors’ report;
— in our opinion the inform ation given in those reports for
the financial year is consistent with the financial
statem ents; and
— in our opinion those reports have been prepared in
accordance with the Com panies Act 2006 .
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Com panies Act 2006 .
Disclosures of emerging and principal risks and longer-
term viability
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors’
disclosures in respect of em erging and principal risks and
the viability statem ent, and the financial statem ents and
our audit knowledge.
Based on those procedures, we have nothing m aterial to
add or draw attention to in relation to:
— the Directors’ confirmation within the Viability Statement
on page 9 that they have carried out a robust
assessment of the emerging and principal risks facing
the Company, including those that would threaten its
business m odel, future perform ance, solvency and
liquidity;
— the Principal and Em erging Risks disclosures describing
these risks and how em erging risks are identified, and
explaining how they are being m anaged and m itigated;
and
— the Directors’ explanation in the Viability Statement of
how they have assessed the prospects of the Company,
over what period they have done so and why they
considered that period to be appropriate, and their
statem ent as to whether they have a reasonable
expectation that the Com pany will be able to continue in
operation and m eet its liabilities as they fall due over the
period of their assessm ent, including any related
disclosures drawing attention to any necessary
qualifications or assum ptions.
We are also required to review the Viability Statement, set
out on page 9 under the Listing Rules. Based on the above
procedures, we have concluded that the above disclosures
are materially consistent with the financial statements and
our audit knowledge.
Financial Report

Baillie Gifford Shin Nippon PLC 45
Financial Report
6. We have nothing to report on the other information
in the Annual Report (continued)
Disclosures of emerging and principal risks and longer-
term viability (continued)
Our work is lim ited to assessing these matters in the
context of only the knowledge acquired during our financial
statem ents audit. As we cannot predict all future events or
conditions and as subsequent events m ay result in
outcom es that are inconsistent with judgem ents that were
reasonable at the tim e they were m ade, the absence of
anything to report on these statem ents is not a guarantee
as to the Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors’
corporate governance disclosures and the financial
statem ents and our audit knowledge.
Based on those procedures, we have concluded that each
of the following is m aterially consistent with the financial
statem ents and our audit knowledge:
— the Directors’ statement that they consider that the
annual report and financial statem ents taken as a whole
is fair, balanced and understandable, and provides the
inform ation necessary for shareholders to assess the
Company’s position and perform ance, business m odel
and strategy;
— the section of the annual report describing the work of
the Audit Com m ittee, including the significant issues
that the audit comm ittee considered in relation to the
financial statem ents, and how these issues were
addressed; and
— the section of the annual report that describes the
review of the effectiveness of the Company’s risk
m anagem ent and internal control system s.
We are required to review the part of Corporate
Governance Statem ent relating to the Com pany’s
com pliance with the provisions of the UK Corporate
Governance Code specified by the Listing Rules for our
review. We have nothing to report in this respect.
7. We have nothing to report on the other matters on
which we are required to report by exception
Under the Com panies Act 2006 , we are required 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 statem ents and the part of the Directors’
Remuneration Report to be audited are not in agreem ent
with the accounting records and returns; or
— certain disclosures of Directors’ rem uneration specified
by law are not m ade; or
— we have not received all the inform ation and
explanations we require for our audit.
We have nothing to report in these respects.
8 . Respective responsibilities
Directors’ responsibilities
As explained m ore fully in their statem ent set out on page
40, the Directors are responsible for: the preparation of the
financial statem ents including being satisfied that they give
a true and fair view; such internal control as they determ ine
is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error; assessing the 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 they either intend
to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about
whether the financial statem ents as a whole are free from
material misstatement, whether due to fraud or error, and
to issue our opinion in an auditor’s report. Reasonable
assurance is a high level of assurance, but does not
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 m aterial if, individually or in aggregate, they
could reasonably be expected to influence the econom ic
decisions of users taken on the basis of the financial
statements.
A fuller description of our responsibilities is provided on the
FRC’s website at:
www.frc.org.uk/auditorsresponsibilities
.
9. The purpose of our audit work and to whom we owe
our responsibilities
This report is m ade solely to the Com pany’s m em bers, 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 m ight state to the Com pany’s m em bers those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
perm itted by law, we do not accept or assum e
responsibility to anyone other than the Company and the
Company’s m em bers, as a body, for our audit work, for this
report, or for the opinions we have form ed.
John Waterson (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EG
15 March 2022

46 Annual Report 2022
Income Statement
For the year ended 31 January
Notes
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
(Losses)/gains on investments 8 – (182,288) (182,288) – 158,024 158,024
Currency gains 13 – 4,612 4,612 – 1,077 1,077
Income 2 7,436 – 7,436 5,587 – 5,587
Investment management fee 3 (4,048) – (4,048) (3,514) – (3,514)
Other administrative expenses 4 (684) – (684) (557) – (557)
Net return before finance costs
and taxation 2,704 (177,676) (174,972) 1,516 159,101 160,617
Finance costs of borrowings 5 (1,064) – (1,064) (1,098) – (1,098)
Net return on ordinary activities
before taxation 1,640 (177,676) (176,036) 418 159,101 159,519
Tax on ordinary activities 6 (744) – (744) (559) – (559)
Net return on ordinary activities
after taxation 896 (177,676) (176,780) (141) 159,101 158,960
Net return per ordinary share 7 0.29p (56.95p) (56.66p) (0.05p) 55.96p 55.91p
The total column of this statement is the profit and loss account of the Company. The supplementary revenue and capital return columns are
prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in this statement derive from continuing operations.
A Statement of Comprehensive Income is not required as all gains and losses of the Company have been reflected in the above statement.
The accompanying notes on pages 50 to 61 are an integral part of the Financial Statements.
Financial Report

Baillie Gifford Shin Nippon PLC 47
Financial Report
Balance Sheet
The accompanying notes on pages 50 to 61 are an integral part of the Financial Statements.
As at 31 January
Notes
2022
£’000
2022
£’000
2021
£’000
2021
£’000
Fixed assets
Investments held at fair value through profit or loss 8 610,857 750,943
Current assets
Debtors 9 2,604 2,158
Cash and cash equivalents 18 33,505 10,438
36,109 12,596
Creditors
Amounts falling due within one year 10 (3,212) (2,288)
Net current assets 32,897 10,308
Total assets less current liabilities 643,754 761,251
Creditors
Amounts falling due after more than one year 11 (91,102) (63,199)
Net assets 552,652 698,052
Capital and reserves
Share capital 12 6,285 6,026
Share premium account 13 260,270 229,149
Capital redemption reserve 13 21,521 21,521
Capital reserve 13 268,408 446,084
Revenue reserve 13 (3,832) (4,728)
Shareholders’ funds 552,652 698,052
Net asset value per ordinary share 14 175.9p 231.7p
The Financial Statements of Baillie Gifford Shin Nippon PLC (Company Registration Number SC093345) on pages 46 to 61 were approved and
authorised for issue by the Board and were signed on its behalf on 15 March 2022.
M Neil Donaldson
Chairman

48 Annual Report 2022
Statement of Changes in Equity
The accompanying notes on pages 50 to 61 are an integral part of the Financial Statements.
For the year ended 31 January 2022
Notes
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
Shareholders’ funds at 1 February 2021 6,026 229,149 21,521 446,084 (4,728) 698,052
Ordinary shares issued 13 259 31,121 – – – 31,380
Net return on ordinary activities after taxation 13 – – – (177,676) 896 (176,780)
Shareholders’ funds at 31 January 2022 6,285 260,270 21,521 268,408 (3,832) 552,652
For the year ended 31 January 2021
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
Shareholders’ funds at 1 February 2020 5,591 174,208 21,521 286,983 (4,587) 483,716
Ordinary shares issued 435 54,941 – – – 55,376
Net return on ordinary activities after taxation – – – 159,101 (141) 158,960
Shareholders’ funds at 31 January 2021 6,026 229,149 21,521 446,084 (4,728) 698,052
Financial Report

Baillie Gifford Shin Nippon PLC 49
Financial Report
The accompanying notes on pages 50 to 61 are an integral part of the Financial Statements.
Cash Flow Statement
For the year ended 31 January
2022
£’000
2022
£’000
2021
£’000
2021
£’000
Cash flows from operating activities
Net return on ordinary activities before taxation (176,036) 159,519
Net losses/(gains) on investments 182,288 (158,024)
Currency gains (4,612) (1,077)
Finance costs of borrowings 1,064 1,098
Overseas withholding tax (677) (572)
(Increase)/decrease in debtors, accrued income and prepaid expenses (591) 22
(Decrease)/increase in creditors (220) 352
Cash inflow from operations 1,216 1,318
Interest paid (982) (1,142)
Net cash inflow from operating activities 234 176
Cash flows from investing activities
Acquisitions of investments (132,308) (170,441)
Disposals of investments 90,619 107,971
Net cash outflow from investing activities (41,689) (62,470)
Shares issued 31,995 54,762
Bank loans repaid – (38,489)
Bank loans drawn down 32,667 50,359
Net cash inflow from financing activities 64,662 66,632
Increase in cash and cash equivalents 23,207 4,338
Exchange movements (140) 364
Cash and cash equivalents at 1 February 10,438 5,736
Cash and cash equivalents at 31 January* 33,505 10,438
* Cash and cash equivalents represent cash at bank and deposits repayable on demand.

50 Annual Report 2022
1 Principal Accounting Policies
The Fina ncial Statements for the year to 31 January 2022 have been
prepared in accordance with FRS 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’ on the basis
of the accounting policies set out below which are unchanged from
the prior year and have been applied consistently .
(a) Basis of Accounting
All of the Company’s operations are of a continuing nature and
the Financial Statements are prepared on a going concern basis
under the historical cost convention, modified to include the
revaluation of fixed asset investments and derivative financial
instruments at fair value through profit or loss, and on the
assumption that approval as an investment trust under section
1158 of the Corporation Tax Act 2010 will be retained. The Board
has, in particular, considered the impact of heightened market
volatility since the Covid-19 pandemic and reviewed the results of
specific leverage and liquidity stress testing, but does not believe
the Company’s going concern status is affected. The Company’s
assets, which are primarily investments in quoted securities and
are readily realisable (Level 1) exceed its liabilities significantly and
could be sold to repay borrowings if required.
All borrowings require the prior approval of the Board. Gearing
levels and compliance with loan covenants are reviewed by the
Board on a regular basis. During the year a new ¥5,000 million
three year fixed rate secured loan at an interest rate of 1.40% was
drawn down from ING Bank N.V. The Company’s loans are not
repayable until at least November 2023 as shown in note 11 on
page 55.
The Company has continued to comply with the investment trust
status requirements of section 1158 of the Corporation Tax Act
2010 and the Investment Trust (Approved Company) Regulations
2011. The Company’s primary third party suppliers, including its
Managers and Secretaries, Custodian and Depositary, Registrar,
Auditor and Broker, have not experienced significant operational
difficulties affecting their respective services to the Company as a
result of the Covid-19 pandemic.
Accordingly, the Financial Statements have been prepared on the
going concern basis as it is the Directors’ opinion, having
assessed the principal and emerging risks and other matters,
including the impact of the Covid-19 pandemic, as set out in the
Viability Statement on page 9, that the Company will continue in
operational existence for a period of at least twelve months from
the date of approval of these Financial Statements.
The Financial Statements have been prepared in accordance with
the Companies Act 2006, applicable United Kingdom Accounting
Standards and with the AIC’s Statement of Recommended
Practice ‘Financial Statements of Investment Trust Companies
and Venture Capital Trusts’ issued in November 2014 and
updated in April 2021 with consequential amendments.
In order to reflect better the activities of the Company and in
accordance with guidance issued by the AIC, supplementary
information which analyses the profit and loss account between
items of a revenue and capital nature has been presented in the
Income Statement.
The Company has only one material segment being that of an
investment trust company, investing principally in small Japanese
companies.
Financial assets and financial liabilities are recognised in the
Company’s Balance Sheet when it becomes a party to the
contractual provisions of the instrument.
The Directors consider the Company’s functional currency to be
sterling as the Company’s shareholders are predominantly based
in the UK, and the Company and its investment manager, who are
subject to the UK’s regulatory environment are also UK based.
(b) Investments
The Company’s investments are classified as held at fair value
through profit and loss in accordance with sections 11 and 12 of
FRS 102. They are managed and evaluated on a fair value basis in
accordance with the Company’s investment strategy and information
about the investments is provided to the Board on that basis.
Purchases and sales of investments are accounted for on a trade
date basis.
Investments in securities are held at fair value through profit or
loss on initial recognition and are measured at subsequent
reporting dates at fair value. The fair value of listed investments
is the last traded price which is equivalent to the bid price on
Japanese markets.
The fair value of unlisted investments is determined by the
Directors using methodologies consistent with the International
Private Equity and Venture Capital Valuation guidelines.
Changes in the fair value of investments and gains and losses on
disposal are recognised as capital items in the Income Statement.
(c) Cash and Cash Equivalents
Cash and cash equivalents include cash in hand and deposits
repayable on demand. Deposits are repayable on demand if they
can be withdrawn at any time without notice and without penalty
or if they have a maturity or period of notice of not more than one
working day.
(d) Income
(i) Income from equity investments is brought into account on
the date on which the investments are quoted ex-dividend or,
where no ex-dividend date is quoted, when the Company’s
right to receive payment is established.
(ii) Interest from fixed interest securities is recognised on an
effective yield basis.
(iii) Overseas dividends include withholding tax deducted at source.
(iv) Interest receivable on bank deposits are recognised on an
accruals basis.
(v) If scrip is taken in lieu of dividends in cash, the net amount of
the equivalent cash dividend is credited to the revenue account.
Any excess in the value of the shares received over the amount
of the cash dividend foregone is recognised as capital.
(e) Expenses
All expenses are accounted for on an accruals basis and are
charged to the revenue account except where they relate directly
to the acquisition or disposal of an investment, in which case they
are added to the cost of the investment or deducted from the sale
proceeds. Expenses directly relating to the issuance of shares are
deducted from the proceeds of such issuance.
(f) Finance Costs
Long term borrowings are carried in the Balance Sheet at
amortised cost, representing the cumulative amount of net
proceeds after issue, plus accrued finance costs. The finance
costs of such borrowings are allocated to the revenue account
at a constant rate on the carrying amount.
Gains and losses on the repurchase or early settlement of debt
are wholly charged to capital.
Notes to the Financial Statements
Financial Report

Baillie Gifford Shin Nippon PLC 51
Financial Report
2 Income
2022
£’000
2021
£’000
Income from investments
Listed overseas dividends 7,436 5,587
Total income 7,436 5,587
Total income comprises
Dividends from financial assets designated at fair value through profit or loss 7,436 5,587
Total income
7,436 5,587
(g) Taxation
Current tax is provided at the amounts expected to be paid or
recovered. Deferred taxation is provided on an undiscounted
basis on all timing differences which have originated but not
reversed by the Balance Sheet date, calculated at the tax rates
expected to apply when the timing differences reverse, based on
what has been enacted or substantially enacted, relevant to the
benefit or liability. Deferred tax assets are recognised only to the
extent that it is more likely than not that there will be taxable
profits from which underlying timing differences can be deducted.
(h) Foreign Currencies
Transactions involving foreign currencies are converted at the rate
ruling at the time of the transaction. Monetary assets, liabilities
and equity investments held at fair value in foreign currencies are
translated at the closing rates of exchange at the Balance Sheet
date, with the exception of forward foreign exchange contracts
which are valued at the forward rate ruling at the Balance Sheet
date. Any gain or loss arising from a change in exchange rate
subsequent to the date of the transaction is included as an
exchange gain or loss in the Income Statement and classified as
a revenue or capital item as appropriate.
(i) Capital Reserve
Gains and losses on disposal of investments, changes in the fair
value of investments held, exchange differences of a capital
nature and the amount by which other assets and liabilities
valued at fair value differ from their book cost are dealt with in
this reserve. Purchases of the Company’s own shares are also
funded from this reserve. The capital reserve, to the extent it
constitutes realised profits, is distributable.
(j) Significant Accounting Estimates and Judgements
The preparation of the Financial Statements requires the use of
estimates, assumptions and judgements. These estimates,
assumptions and judgements affect the reported amounts of
assets and liabilities, at the reporting date. While estimates are
based on best judgement using information and financial data
available, the actual outcome may differ from these estimates.
The key sources of estimation and uncertainty relate to the
assumptions used in the determination of the fair value of the
unlisted investments, which are detailed in note 8 on pages 53
and 54.
Judgements
The Directors consider that the preparation of the Financial
Statements involves the following key judgements: (i) the
determination of the functional currency of the Company as sterling
(see rationale in 1(a) above); and (ii) the fair valuation of the unlisted
investments. The key judgements in the fair valuation process are:
(i) the Managers’ determination of the appropriate application of the
International Private Equity and Venture Capital Guidelines 2018
(`IPEV’) to each unlisted investment; and (ii) the Directors’ consideration
of whether each fair value is appropriate following detailed review
and challenge. The judgement applied in the selection of the
methodology used for determining the fair value of each unlisted
investment can have a significant impact upon the valuation.
Estimates
The key estimate in the Financial Statements is the determination
of the fair value of the unlisted investments by the Managers for
consideration by the Directors. This estimate is key as it significantly
impacts the valuation of the unlisted investments at the Balance
Sheet date. The fair valuation process involves estimation using
subjective inputs that are unobservable (for which market data is
unavailable). The main estimates involved in the selection of the
valuation process inputs are:
(i) the selection of appropriate comparable companies in order to
derive revenue multiples and meaningful relationships between
enterprise value, revenue and earnings growth. Comparable
companies are chosen on the basis of their business
characteristics and growth patterns;
(ii) the selection of a revenue metric (either historic or forecast);
(iii) the application of an appropriate discount factor to reflect the
reduced liquidity of unlisted companies versus their listed peers;
(iv) the estimation of the probability assigned to an exit being
through an initial public offering (`IPO’) or a company sale;
(v) the selection of an appropriate industry benchmark index to
assist with the valuation validation or the application of valuation
adjustments, particularly in the absence of established earnings
or closely comparable peers; and
(vi) the calculation of valuation adjustments derived from milestone
analysis (i.e. incorporating operational success against the
plan/forecasts of the business into the valuation).

52 Annual Report 2022
3 Investment Management Fee – all charged to revenue
2022
£’000
2021
£’000
Investment management fee 4,048 3,514
Details of the Investment Management Agreement are set out on page 28. Baillie Gifford & Co Limited’s annual management fee is 0.75%
on the first £50m of net assets, 0.65% on the next £200m of net assets and 0.55% on the remainder.
4 Other Administrative Expenses
2022
£’000
2021
£’000
General administrative expenses 502 380
Directors’ fees (see Directors’ Remuneration Report on page 38) 147 146
Auditor’s remuneration (statutory audit of the Company’s Financial Statements) 35 31
684 557
5 Finance Costs of Borrowings
2022
£’000
2021
£’000
Interest on bank loans 1,064 1,098
The bank loan interest disclosed includes £48,000 paid (2021 – £57,000) in respect of yen deposits held at the custodian bank.
6 Tax on Ordinary Activities
2022
£’000
2021
£’000
Analysis of charge in year
Overseas taxation (charged to revenue) 744 559
Factors affecting tax charge for year
The tax assessed for the year is higher (2021 – lower) than the standard rate of corporation tax in the
UK of 19% (2021 – 19%)
The differences are explained below:
Net (loss)/return on ordinary activities before taxation (176,036) 159,519
Net return on ordinary activities multiplied by the standard rate of corporation tax in the UK of 19%
(2021 – 19%) (33,447) 30,309
Effects of:
Capital returns not taxable 33,759 (30,229)
Income not taxable (1,413) (1,062)
Overseas withholding tax 744 559
Taxable losses in year not utilised 1,101 982
Total tax charge for the year 744 559
As an investment trust, the Company’s capital gains are not subject to tax.
At 31 January 2022 the Company had a potential deferred tax asset of £9,811,000 (2021 – £6,355,000) on tax losses which are available to be
carried forward and offset against future taxable profits. A deferred tax asset has not been recognised on these losses as it is considered unlikely
that the Company will generate taxable profits in the future and it is not liable to tax on its capital gains. The unrecognised deferred tax asset
has been calculated using a corporation tax rate of 25% (2021 – 19%). On 3 March 2021, the UK Government announced its intention to increase
the rate of UK corporation tax from 19% to 25% from 1 April 2023 and this was subsequently substantively enacted on 24 May 2021.
Due to the Company’s status as an investment trust, and the intention to continue meeting the conditions required to retain approval for the
foreseeable future, the Company has not provided for deferred tax on any capital gains and losses arising on the revaluation or disposal of
investments.
Financial Report

Baillie Gifford Shin Nippon PLC 53
Financial Report
7 Net Return per Ordinary Share
2022
Revenue
2022
Capital
2022
Total
2021
Revenue
2021
Capital
2021
Total
Net return/(loss) on ordinary
activities after taxation 0.29p (56.95p) (56.66p) (0.05p) 55.96p 55.91p
Revenue return per ordinary share is based on the net revenue gain on ordinary activities after taxation of £896,000 (2021 – loss of £141,000)
and on 311,992,773 ordinary shares (2021 – 284,337,704) being the weighted average number of ordinary shares in issue during the year.
Capital return per ordinary share is based on the net capital loss for the financial year of £177,676,000 (2021 – net capital gain of
£159,101,000) and on 311,992,773 ordinary shares (2021 – 284,337,704) being the weighted average number of ordinary shares in issue
during the year.
There are no dilutive or potentially dilutive shares in issue.
8 Fixed Assets – Investments
As at 31 January 2022
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Listed equities 594,241 – – 594,241
Unlisted securities – – 16,616 16,616
Total financial asset investments 594,241 – 16,616 610,857
As at 31 January 2021
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Listed equities 741,185 – – 741,185
Unlisted securities – – 9,758 9,758
Total financial asset investments 741,185 – 9,758 750,943
Investments in securities are financial assets designated at fair value through profit or loss. In accordance with Financial Reporting Standard
102, the tables provide an analysis of these investments based on the fair value hierarchy described below, which reflects the reliability and
significance of the information used to measure their fair value.
Fair Value Hierarchy
The fair value hierarchy used to analyse the basis on which the fair values of financial instruments held at fair value through the profit or loss
account are measured is described below. Fair value measurements are categorised on the basis of the lowest level input that is significant
to the fair value measurement.
Level 1 – using unadjusted quoted prices for identical instruments in an active market;
Level 2 – using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data);
and
Level 3 – using inputs that are unobservable (for which market data is unavailable).
The valuation techniques used by the Company are explained in the accounting policies on pages 50 and 51.

54 Annual Report 2022
8 Fixed Assets – Investments (continued)
Fair Value Hierarchy (continued)
Unlisted securities are categorised as Level 3. None of the financial liabilities are designated at fair value through profit or loss in the Financial
Statements.
Listed
securities
£’000
Unlisted
securities
†
£’000
Total
£’000
Cost of investments held at 1 February 2021 484,274 6,828 491,102
Investment holding gains at 1 February 2021 256,911 2,930 259,841
Value of investments held at 1 February 2021 741,185 9,758 750,943
Analysis of transactions during the year:
Purchases at cost 126,098 7,258 133,356
Sales proceeds received (91,154) – (91,154)
Losses on investments (181,888) (400) (182,288)
Fair value of investments held at 31 January 2022 594,241 16,616 610,857
Cost of investments held at 31 January 2022 541,710 14,086 555,796
Investment holding gains at 31 January 2022 52,531 2,530 55,061
Fair value of investments held at 31 January 2022 594,241 16,616 610,857
†
The unlisted security investments include holdings of preference shares in Moneytree K.K. and Gojo & Company, and ordinary shares in Spiber.
The company received £91,154,000 (2021 – £106,383,000) from investments sold in the year. The book cost of these investments when
they were purchased was £68,662,000 (2021 – £57,328,000). These investments have been revalued over time and until they were sold any
unrealised gains/losses were included in the fair value of the investments.
The purchases and sales proceeds figures above include transaction costs of £53,000 (2021 – £72,000) and £47,000 (2021 – £54,000)
respectively.
Of the gains on sales during the year of £22,492,000 (2021 – gains of £49,055,000), a net gain of £30,616,000 (2021 – net gain of
£36,629,000) was included in the investment holding gains at the previous year end.
2022
£’000
2021
£’000
Net gains on investments
Gains on sales 22,492 49,055
Changes in investment holding gains (204,780) 108,969
(182,288) 158,024
The gains on sales of £22,492,000 and decrease in investment holding gains of £204,780,000 include amounts relating to: i) changes in
local currency fair value of the investments and, ii) movements in the yen/sterling exchange rate.
Financial Report

Baillie Gifford Shin Nippon PLC 55
Financial Report
9 Debtors
2022
£’000
2021
£’000
Accrued income 1,941 1,348
Sales for subsequent settlement 535 –
Other debtors and prepayments 128 810
2,604 2,158
The debtors above are stated at amortised cost which is a reasonable approximation to fair value.
10 Creditors – amounts falling due within one year
2022
£’000
2021
£’000
Purchases for subsequent settlement 2,012 964
Other creditors and accruals 1,200 1,324
3,212 2,288
Included in creditors is £835,000 (2021 – £1,035,000) in respect of the investment management fee.
The creditors above are stated at amortised cost which is a reasonable approximation to fair value.
11 Creditors – amounts falling due after more than one year
2022
£’000
2021
£’000
Bank loans 91,102 63,199
The bank loans are stated after deducting the arrangement fees of £174,000 which are amortised over the terms of the loans.
Amortisation of the arrangement fees during the year was £36,000 (2021 – £33,000).
Borrowing facilities
At 31 January 2022
ING Bank N.V. – 3 year ¥7,000 million loan at 1.400% maturing 27 November 2023.
ING Bank N.V. – 3 year ¥5,000 million loan at 1.400% maturing 8 November 2024.
ING Bank N.V. – 7 year ¥2,100 million loan at 1.693% maturing 18 December 2024.
At 31 January 2021
ING Bank N.V. – 3 year ¥7,000 million loan at 1.400% maturing 27 November 2023.
ING Bank N.V. – 7 year ¥2,100 million loan at 1.693% maturing 18 December 2024.
During the year the Company drew down a 3 year ¥5,000 million loan with ING Bank N.V.
The covenants during the year relating to the ING Bank N.V. loan were as follows:
(i) Total borrowings shall not exceed 35% of the Company’s net asset value; and
(ii) The Company’s minimum net asset value shall be £200 million.
There were no breaches in loan covenants during the year.
Security has been provided to ING Bank N.V. in respect of the loans by way of floating charges.
The interest rate, maturity profiles and fair value of the bank loans are shown in note 18.

56 Annual Report 2022
12 Share Capital
2022
Number
2022
£’000
2021
Number
2021
£’000
Allotted and fully paid ordinary shares of 2p each 314,252,485 6,285 301,292,485 6,026
At 31 January 2022 the Company had authority to buy back 45,980,698 shares. No shares were bought back during the year (2021 – nil).
Share buy-backs are funded from the capital reserve.
During the year the Company issued 12,960,000 shares on a non pre-emptive basis at a premium to net asset value for net proceeds of
£31,380,000 (2021 – 21,715,000 shares for net proceeds of £55,376,000). Between 1 February and 11 March 2022 the Company issued
no further shares.
13 Capital and Reserves
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
At 1 February 2021 6,026 229,149 21,521 446,084 (4,728) 698,052
Ordinary share issuance proceeds 259 31,173 – – – 31,432
Share issuance expenses – (52) – – – (52)
Net gain on disposal of investments – – – 22,492 – 22,492
Changes in investment holding gains – – – (204,780) – (204,780)
Exchange differences on bank loans – – – 4,752 – 4,752
Exchange differences on settlement
of investment transactions – – – (52) – (52)
Other exchange differences – – – (88) – (88)
Net revenue return for the year – – – – 896 896
At 31 January 2022 6,285 260,270 21,521 268,408 (3,832) 552,652
The capital reserve includes investment holding gains of £55,061,000 (2021 – gains of £259,841,000) as disclosed in note 8. The revenue
reserve and the capital reserve (to the extent it constitutes realised profits) are distributable.
14 Net Asset Value per Ordinary Share
The net asset value attributable to the ordinary shareholders and the net asset value per ordinary share at the year end were as follows:
2022 2021
Net asset value/shareholders’ funds
†
£552,652,000 £698,052,000
Number of ordinary shares in issue at year end 314,252,485 301,292,485
Shareholders’ funds per ordinary share/net asset value per ordinary share
(after deducting borrowings at book value)
†
175.9p 231.7p
†
See Glossary of Terms and Alternative Performance Measures on pages 69 and 70.
The value of the borrowings on the bases set out above are disclosed in note 18 on pages 57 to 61.
15 Contingent Liabilities, Guarantees and Financial Commitments
There were no contingent liabilities, guarantees or financial commitments at either year end.
Financial Report

Baillie Gifford Shin Nippon PLC 57
Financial Report
16 Analysis of Change in Net Debt
31 January
2021
£’000
Cash
Flows
£’000
Exchange
Movement
£’000
Other
non-cash
changes
£’000
31 January
2022
£’000
Cash and cash equivalents 10,438 23,207 (140) – 33,505
Loans due in more than one year (63,199) (32,618) 4,752 (37) (91,102)
(52,761) (9,411) 4,612 (37) (57,597)
17 Related Party Transactions
The Directors’ fees for the year are detailed in the Directors’ Remuneration Report on page 38. No Director has a contract of service with the
Company. During the years reported no Director was interested in any contract or other matter requiring disclosure under section 412 of the
Companies Act 2006. Details of Directors’ holdings at 31 January 2022 are detailed in the Directors’ Remuneration Report on page 39.
The management fee due to Baillie Gifford and Co Limited is set out in note 3 on page 52 and the amount accrued at 31 January 2022 is
set out in note 10 on page 55. Details of the Investment Management Agreement are set out on page 28.
18 Financial Instruments and Risk Management
As an Investment Trust, the Company invests in small Japanese company securities and makes other investments so as to achieve its
investment objective of long term capital growth. The Company borrows money when the Board and Managers have sufficient conviction
that the assets funded by borrowed monies will generate a return in excess of the cost of borrowing. In pursuing its investment objective,
the Company is exposed to various types of risk that are associated with the financial instruments and markets in which it invests and could
result in a reduction in the Company’s net assets.
These risks are categorised as market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk.
The Board monitors closely the Company’s exposures to these risks but does so in order to reduce the likelihood of a permanent loss
of capital rather than to minimise the short term volatility.
The Company may enter into derivative transactions as explained in the Objective and Policy on page 7. No such transactions were
undertaken in the year under review.
The risk management policies and procedures outlined in this note have not changed substantially from the previous accounting year.
Market Risk
The fair value or future cash flows of a financial instrument or other investment held by the Company may fluctuate because of changes in
market prices. This market risk comprises three elements – currency risk, interest rate risk and other price risk. The Board of Directors
reviews and agrees policies for managing these risks and the Company’s Investment Managers both assess the exposure to market risk
when making individual investment decisions and monitor the overall level of market risk across the investment portfolio on an ongoing basis.
Details of the Company’s investment portfolio are shown in note 8.
(i) Currency Risk
The Company’s assets, liabilities and income are principally denominated in yen. The Company’s functional currency and that in which it
reports its results is sterling. Consequently, movements in the yen/sterling exchange rate will affect the sterling value of those items.
The Investment Managers monitor the Company’s yen exposure (and any other overseas currency exposure) and report to the Board on a
regular basis. The Investment Managers assess the risk to the Company of the overseas currency exposure by considering the effect on
the Company’s net asset value and income of a movement in the rates of exchange to which the Company’s assets, liabilities, income and
expenses are exposed. However, the country in which a company is listed is not necessarily where it earns its profits. The movement in
exchange rates on overseas earnings may have a more significant impact upon a company’s valuation than a simple translation of the
currency in which the company is quoted.
Yen borrowings are used periodically to limit the Company’s exposure to anticipated future changes in the yen/sterling exchange rate which
might otherwise adversely affect the value of the portfolio of investments. The Company may also use forward currency contracts, although
none have been used in the current or prior year.

58 Annual Report 2022
18 Financial Instruments and Risk Management (continued)
Currency Risk (continued)
Exposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability is quoted, is
shown below.
At 31 January 2022
Investments
£’000
Cash and
deposits
£’000
Bank
loans
£’000
Other debtors
and creditors
£’000
Net
exposure
£’000
Yen 610,857 33,445 (91,102) 217 553,417
Total exposure to currency risk 610,857 33,445 (91,102) 217 553,417
Sterling – 60 – (825) (765)
610,857 33,505 (91,102) ( 6 0 8 ) 552,652
At 31 January 2021
Investments
£’000
Cash and
deposits
£’000
Bank
loans
£’000
Other debtors
and creditors
£’000
Net
exposure
£’000
Yen 750,943 10,011 (63,199) 231 697,986
Total exposure to currency risk 750,943 10,011 (63,199) 231 697,986
Sterling – 427 – (361) 66
750,943 10,438 (63,199) (130) 698,052
Currency Risk Sensitivity
At 31 January 2022, if sterling had strengthened by 10% against the yen, with all other variables held constant, total net assets and net
return on ordinary activities after taxation would have decreased by £55,342,000 (2021 – £69,799,000). A 10% weakening of sterling against
the yen, with all other variables held constant, would have had a similar but opposite effect on the Financial Statement amounts.
(ii) Interest Rate Risk
Interest rate movements may affect directly the level of income receivable on cash deposits. They may also impact upon the market value of
the Company’s investments as the effect of interest rate movements upon the earnings of a company may have a significant impact upon
the valuation of that company’s equity.
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making
investment decisions and when entering borrowing agreements.
The Board reviews on a regular basis the amount of investments in cash and the income receivable on cash deposits.
The Company finances part of its activities through borrowings at approved levels. The amount of such borrowings and the approved levels
are monitored and reviewed regularly by the Board.
The interest rate risk profile of the Company’s financial assets and liabilities at 31 January 2022 is shown below. There was no significant
change to the interest rate risk profile during the year.
Financial Assets
2022
Fair value
£’000
2022
Weighted
average
interest rate
2021
Fair value
£’000
2021
Weighted
average
interest rate
Cash:
Yen 33,445 (0.39%) 10,011 (0.35%)
Sterling 60 nil 427 nil
33,505 10,438
The cash deposits generally comprise overnight call or short term money market deposits and earn interest at floating rates based on
prevailing bank base rates.
Financial Report

Baillie Gifford Shin Nippon PLC 59
Financial Report
18 Financial Instruments and Risk Management (continued)
Financial Liabilities
The interest rate risk profile of the Company’s financial liabilities at 31 January was:
2022
Book value
£’000
2022
Weighted
average
interest rate
2022
Weighted
average period
until maturity
2021
Book value
£’000
2021
Weighted
average
interest rate
2021
Weighted
average period
until maturity
Bank loans:
Yen denominated – fixed rate 91,102 1.4% 28 months 63,199 1.5% 37 months
An interest rate risk sensitivity analysis has not been performed as the Company does not hold bonds and has borrowed funds at a fixed
rate of interest.
(iii) Other Price Risk
Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value of the Company’s net
assets. The Company’s exposure to changes in market prices relates to the fixed asset investments as disclosed in note 8.
The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant information from
the Investment Managers. The Board meets regularly and at each meeting reviews investment performance, the investment portfolio and the
rationale for the current investment positioning to ensure consistency with the Company’s objectives and investment policies. The portfolio
does not seek to reproduce the index, investments are selected based upon the merit of individual companies and therefore performance
may well diverge from the comparative index.
Other Price Risk Sensitivity
A full list of the Company’s investments is shown on pages 22 and 23. In addition, various analyses of the portfolio by industrial sector,
exchange listing, holding period and investment theme are shown on pages 21 and 24.
Listed Securities
107.5% of the Company’s net assets are invested in Japanese quoted equities (2021 – 106.2%). A 10% increase in quoted equity valuations at
31 January 2022 would have increased total net assets and net return on ordinary activities after taxation by £59,424,000 (2021 – £74,119,000).
A decrease of 10% would have had an equal but opposite effect. This analysis does not include the effect on the management fee of changes in
quoted equity valuations.
Unlisted Securities
3.0% of the Company’s net assets are invested in Japanese unlisted securities (2021 – 1.4%). A 20% increase in unlisted security valuations
at 31 January 2022 would have increased total net assets and net return on ordinary activities after taxation by £3,323,000 (2021 – £1,952,000).
A decrease of 20% would have had an equal but opposite effect. This analysis does not include the effect on the management fee of changes
in unlisted security valuations.
Liquidity Risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity risk is not
significant in normal market conditions as the majority of the Company’s assets are in investments that are readily realisable.
The Company’s investment portfolio is in Japanese small-cap equities which are typically less liquid than larger capitalisation stocks.
The Managers monitor the liquidity of the portfolio on an ongoing basis and relevant guidelines are in place. The investment portfolio is
sufficiently liquid to allow stocks to be realised to repay borrowings if required.
The Board provides guidance to the Investment Managers as to the maximum exposure to any one holding (see Objective and Policy on
page 7).

60 Annual Report 2022
18 Financial Instruments and Risk Management (continued)
Liquidity Risk (continued)
The maturity profile of the Company’s financial liabilities at 31 January was:
2022
£’000
2021
£’000
In less than one year:
– repayment of loan – –
– accumulated interest 1,069 1,095
In more than one year but not more than five years:
– repayment of loan 91,208 63,297
– accumulated interest 1,781 1,982
94,058 66,374
The Company has the power to take out borrowings, which gives it access to additional funding when required.
Credit Risk
This is the risk that a failure of a counterparty to a transaction to discharge its obligations under that transaction could result in the Company
suffering a loss. This risk is managed as follows:
— The Depositary is liable for the loss of financial instruments held in custody. The Depositary will ensure that any delegate segregates the
assets of the Company. The Investment Managers monitor the Company’s risk by reviewing the custodian’s internal control reports and
reporting their findings to the Board;
— Investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by the Investment Managers.
Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company’s custodian bank ensures that the
counterparty to any transaction entered into by the Company has delivered on its obligations before any transfer of cash or securities
away from the Company is completed;
— The creditworthiness of the counterparty to transactions involving derivatives, structured notes and other arrangements, wherein the
creditworthiness of the entity acting as broker or counterparty to the transaction is likely to be of sustained interest, are subject to
rigorous assessment by the Investment Managers; and
— At 31 January 2022 and 2021, all cash deposits were held with the custodian bank. The credit risk of the custodian is reviewed as
detailed above. Cash may also be held at banks that are regularly reviewed by the Managers. If the credit rating of a bank where a cash
deposit was held fell significantly, the Managers would endeavour to move the cash to an institution with a superior credit rating.
Credit Risk Exposure
The maximum exposure to credit risk at 31 January was:
2022
£’000
2021
£’000
Cash and deposits 33,505 10,438
Debtors 2,498 1,999
36,003 12,437
None of the Company’s financial assets are past due or impaired.
Financial Report

Baillie Gifford Shin Nippon PLC 61
Financial Report
18 Financial Instruments and Risk Management (continued)
Fair Value of Financial Assets and Financial Liabilities
The Company’s investments are stated at fair value and the Directors are of the opinion that the reported values of the Company’s other
financial assets and liabilities approximate to fair value with the exception of the long term borrowings which are stated at amortised cost.
The fair value of the loans is shown below.
2022
Book
value
£’000
2022
Fair *
value
£’000
2021
Book
value
£’000
2021
Fair *
value
£’000
Fixed rate yen bank loans 91,102 91,174 63,199 63,740
* The fair value of each bank loan is calculated using methodologies consistent with International Private Equity and Venture Capital Valuation
(‘IPEV’) guidelines.
Capital Management
The capital of the Company is its share capital and reserves as set out in note 13 together with its borrowings (see notes 10 and 11).
The Company’s investment objective and policy is set out on page 7. In pursuit of the Company’s objective, the Board has a responsibility
for ensuring the Company’s ability to continue as a going concern and details of the related risks and how they are managed are set out on
pages 34 and 35 and pages 8 and 9, respectively. The Company has the ability to buy back and issue shares (see pages 29 and 30) and
changes to the share capital during the year are set out in note 12. The Company does not have any externally imposed capital requirements
other than the covenants on its loans which are detailed in notes 10 and 11.

62 Annual Report 2022
Notice of Annual General Meeting
Notice is hereby given that the thirty seventh Annual General Meeting
of Baillie Gifford Shin Nippon PLC will be held at the offices of
Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh
EH1 3AN, on Thursday, 12 May 2022 at 9.30am for the purpose
of considering and, if thought fit, passing the following resolutions,
of which Resolutions 1 to 11 will be proposed as ordinary resolutions
and Resolutions 12 and 13 will be proposed as special resolutions.
Covid-19 – Important note regarding potential
arrangements for the Annual General Meeting (AGM)
Following the recent relaxation of Government restrictions in relation
to Covid-19, the Board expects to be able to welcome shareholders
to the meeting. However, should public health advice and Government
measures change, arrangements will be made by the Company
to ensure that the minimum number of shareholders required to
form a quorum will attend the meeting in order that the meeting
may proceed and the business be concluded. In this event,
there will not be a presentation from the Managers. The Board
will monitor developments and any changes will be updated on
the Company’s website. In the meantime, the Board encourages
all shareholders to submit proxy voting forms as soon as possible
and, in any event, by no later than 9.30am on 10 May 2022. We
would encourage shareholders to monitor the Company’s website
at shinnippon.co.uk. Should shareholders have questions for
the Board or the Managers or any queries as to how to vote,
they are welcome as always to submit them by email to
trustenquiries@bailliegifford.com or call 0800 917 2112.
Baillie Gifford may record your call.
1. To receive and adopt the Financial Statements of the Company
for the year ended 31 January 2022 with the Reports of the
Directors and of the Independent Auditor thereon.
2. To approve the Directors’ Annual Report on Remuneration for
the year ended 31 January 2022.
3. To re-elect Mr MN Donaldson as a Director of the Company.
4. To re-elect Mr J Skinner as a Director of the Company.
5. To re-elect Professor S Vijayakumar as a Director of the
Company.
6. To re-elect Mr KJ Troup as a Director of the Company.
7. To elect Ms CEC Finn as a Director of the Company.
8. To elect Ms AE Rotheroe as a Director of the Company.
9. To re-appoint KPMG LLP as Independent Auditor of the
Company to hold office from the conclusion of this meeting
until the conclusion of the next Annual General Meeting at
which the Financial Statements are laid before the Company.
10. To authorise the Directors to determine the remuneration of
the Independent Auditor of the Company.
11. That, in substitution for any existing authority but without
prejudice to the exercise of any such authority prior to the date
hereof, the Directors of the Company be and they are hereby
generally and unconditionally authorised in accordance with
section 551 of the Companies Act 2006 to exercise all the
powers of the Company to allot shares in the Company and to
grant rights to subscribe for or to convert any security into
shares in the Company (‘Securities’) provided that such
authority shall be limited to the allotment of shares and the
grant of rights in respect of shares with an aggregate nominal
value of up to £2,094,807.06 (representing 33.33% of the
Company’s total issued share capital as at 11 March 2022),
such authority to expire at the conclusion of the next Annual
General Meeting of the Company after the passing of this
Resolution or on the expiry of 15 months from the passing of
this Resolution, whichever is the earlier, unless previously
revoked, varied or extended by the Company in a general
meeting, save that the Company may at any time prior to the
expiry of this authority make an offer or enter into an
agreement which would or might require Securities to be
allotted or granted after the expiry of such authority and the
Directors shall be entitled to allot or grant Securities in
pursuance of such an offer or agreement as if such authority
had not expired.
12. That, subject to the passing of Resolution 11 above, and in
substitution for any existing power but without prejudice to the
exercise of any such power prior to the date hereof, the
Directors of the Company be and they are hereby generally
empowered, pursuant to sections 570 and 573 of the
Companies Act 2006 (‘the Act’) to allot equity securities (within
the meaning of section 560(1) of the Act) for cash, either
pursuant to the authority given by Resolution 11 above or by
way of the sale of treasury shares wholly for cash as if section
561(1) of the Act did not apply to any such allotment or sale,
provided that this power:
JOHN
LEWIS
A8 PRINCES STREET
GE
ORGE STREET
CALTON SQUARE
BUS
STATION
OMNI
CENTRE
BALMORAL
HOTEL
L
E
I
T
H
S
T
R
E
E
T
QUEEN STREET
W
A
T
E
R
L
O
O
P
L
A
C
E
C
A
L
T
O
N
H
I
L
L
CA
L
T
O
N
R
O
A
D
ST ANDREW SQUARE
EDINBURGH
WAVERLEY
STATION
LEITH
WALK
A7 NORTH BRIDGE
YORK PLACE
G
R
E
E
NS
IDE ROW
TRAM
STOP
ST ANDREW SQUARE
ST ANDREW SQUARE
TRAM
STOP
The Annual General Meeting of the Company will be held at the
offices of Baillie Gifford & Co, Calton Square, 1 Greenside Row,
Edinburgh EH1 3AN, on Thursday, 12 May 2022 at 9.30am.
If you have any queries as to how to vote or how to attend the
meeting, please call us on 0800 917 2112.
Baillie Gifford may record your call.
By Rail:
Edinburgh Waverley – approximately a 5 minute walk away
By Bus:
Lothian Buses local services include:
1, 5, 7, 8, 10, 12, 14, 15, 15A, 16, 22, 25, 34
By Tram:
Stops at St Andrew Square and York Place
Access to Waverley Train Station on foot
Shareholder Information

Baillie Gifford Shin Nippon PLC 63
Shareholder Information
(a) expires at the conclusion of the next Annual General Meeting
of the Company after the passing of this Resolution or on
the expiry of 15 months from the passing of this Resolution,
whichever is the earlier, save that the Company may,
before such expiry, make an offer or agreement which
would or might require equity securities to be allotted after
such expiry and the Directors may allot equity securities in
pursuance of any such offer or agreement as if the power
conferred hereby had not expired; and
(b) shall be limited to the allotment of equity securities up
to an aggregate nominal value of £628,504.96 being
approximately 10% of the nominal value of the issued
share capital of the Company as at 11 March 2022.
13. That, in substitution for any existing authority but without
prejudice to the exercise of any such authority prior to the date
hereof, the Company be and is hereby generally and
unconditionally authorised, pursuant to and in accordance with
section 701 of the Companies Act 2006 (‘the Act’) to make
market purchases (within the meaning of section 693(4) of the
Act) of its ordinary shares (either for retention as treasury shares
for future reissue, resale, transfer or cancellation), provided that:
(a) the maximum aggregate number of ordinary shares hereby
authorised to be purchased is 47,106,447, being
approximately 14.99% of the issued ordinary share
capital of the Company as at the date of the passing
of this Resolution;
(b) the minimum price (excluding expenses) which may be paid
for each ordinary share is the nominal value of that share;
(c) the maximum price (excluding expenses) which may be paid
for each ordinary share shall not be more than the higher of:
(i) 5% above the average closing price on the London Stock
Exchange of an ordinary share over the five business
days immediately preceding the date of purchase; and
(ii) the higher of the last independent trade and the highest
current independent bid on the London Stock
Exchange; and
(d) unless previously varied, revoked or renewed by the Company
in a general meeting, the authority hereby conferred shall
expire at the conclusion of the Company’s next Annual
General Meeting, save that the Company may, prior to
such expiry, enter into a contract to purchase ordinary
shares under such authority which will or might be
completed or executed wholly or partly after the expiration
of such authority and may make a purchase of ordinary
shares pursuant to any such contract.
By order of the Board
Baillie Gifford & Co Limited
Managers and Secretaries
5 April 2022
Notes
1. As a member you are entitled to appoint a proxy or proxies to
exercise all or any of your rights to attend, speak and vote at
the AGM. A proxy need not be a member of the Company but
must attend the AGM to represent you. You may appoint
more than one proxy provided each proxy is appointed to
exercise rights attached to different shares. You can only
appoint a proxy using the procedure set out in these notes
and the notes to the proxy form. You may not use any
electronic address or telephone number provided either in this
notice or any related documents (including the Financial
Statements and proxy form) to communicate with the
Company for any purpose other than those expressly stated.
2. To be valid any proxy form or other instrument appointing a
proxy, together with any power of attorney or other authority
under which it is signed or a certified copy thereof, must be
received by post or (during normal business hours only) by
hand at the Registrars of the Company at Computershare
Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY or eproxyappointment.com no
later than 48 hours (excluding non-working days) before the
time of the meeting or any adjourned meeting.
3. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so by using the procedures described in the CREST
Manual and/or by logging on to the website
euroclear.com/CREST. CREST personal members or other
CREST sponsored members, and those CREST members
who have appointed a voting service provider(s), should refer
to their CREST sponsor or voting service provider(s), who will
be able to take the appropriate action on their behalf.
4. In order for a proxy appointment or instruction made using the
CREST service to be valid, the appropriate CREST message
(a ‘CREST Proxy Instruction’) must be properly authenticated
in accordance with Euroclear UK & Ireland Limited’s
specifications, and must contain the information required
for such instruction, as described in the CREST Manual.
The message, regardless of whether it constitutes the
appointment of a proxy or is an amendment to the instruction
given to a previously appointed proxy must, in order to be
valid, be transmitted so as to be received by the Company’s
registrar (ID 3RA50) no later than 48 hours (excluding non-
working days) before the time of the meeting or any
adjournment. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp applied
to the message by the CREST Application Host) from which
the Company’s registrar is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed
through CREST should be communicated to the appointee
through other means.

64 Annual Report 2022
5. CREST members and, where applicable, their CREST
sponsors, or voting service providers should note that
Euroclear UK & Ireland Limited does not make available
special procedures in CREST for any particular message.
Normal system timings and limitations will, therefore, apply in
relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member,
or sponsored member, or has appointed a voting service
provider(s), to procure that his/her CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary
to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST
sponsors or voting system providers are referred, in particular,
to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
6. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
7. The return of a completed proxy form or other instrument of
proxy will not prevent you attending the AGM and voting in
person if you wish.
8. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001 and section 311 of the Companies Act
2006 the Company specifies that to be entitled to attend and
vote at the AGM (and for the purpose of the determination by
the Company of the votes they may cast), shareholders must
be registered in the Register of Members of the Company no
later than 48 hours (excluding non-working days) prior to the
commencement of the AGM or any adjourned meeting.
Changes to the Register of Members after the relevant
deadline shall be disregarded in determining the rights of
any person to attend and vote at the meeting.
9. Any person to whom this notice is sent who is a person
nominated under section 146 of the Companies Act 2006 to
enjoy information rights (a ‘Nominated Person’) may, under an
agreement between him/her and the shareholder by whom
he/she was nominated, have a right to be appointed (or to
have someone else appointed) as a proxy for the Annual
General Meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may,
under any such agreement, have a right to give instructions to
the shareholder as to the exercise of voting rights.
10. The statement of the rights of shareholders in relation to the
appointment of proxies in Notes 1 and 2 above does not
apply to Nominated Persons. The rights described in those
Notes can only be exercised by shareholders of the Company.
11. The members of the Company may require the Company to
publish, on its website, (without payment) a statement (which
is also passed to the Auditor) setting out any matter relating to
the audit of the Company’s Financial Statements, including
the Auditor’s report and the conduct of the audit. The Company
will be required to do so once it has received such requests
from either members representing at least 5% of the total
voting rights of the Company or at least 100 members who
have a relevant right to vote and hold shares in the Company
on which there has been paid up an average sum per
member of at least £100. Such requests must be made in
writing and must state your full name and address and be
sent to the Company at Calton Square, 1 Greenside Row,
Edinburgh, EH1 3AN.
12. Information regarding the AGM, including information required
by section 311A of the Companies Act 2006, is available
from the Company’s page of the Managers’ website at
shinnippon.co.uk.
13. Members have the right to ask questions at the meeting in
accordance with section 319A of the Companies Act 2006.
14. As at 11 March 2022 (being the last practicable date prior to
the publication of this notice) the Company’s issued share
capital consisted of 314,252,485 ordinary shares, carrying
one vote each. Therefore, the total voting rights in the
Company as at 11 March 2022 were 314,252,485 votes.
15. Any person holding 3% or more of the total voting rights of
the Company who appoints a person other than the Chairman
of the meeting as his/her proxy will need to ensure that both
he/she and his/her proxy complies with their respective
disclosure obligations under the UK Disclosure Guidance
and Transparency Rules.
16. No Director has a contract of service with the Company.
Shareholder Information

Baillie Gifford Shin Nippon PLC 65
Baillie Gifford Shin Nippon is an investment trust.
Investment trusts offer investors the following:
— participation in a diversified portfolio of shares;
— constant supervision by experienced professional
managers; and
— the Company is free from capital gains tax on capital profits
realised within its portfolio although investors are still liable
for capital gains tax on profits when selling their investment.
How to Invest
The Company’s shares are traded on the London Stock Exchange.
They can be bought by placing an order with a stockbroker or by
asking a professional adviser to do so. If you are interested in
investing directly in Baillie Gifford Shin Nippon, you can do so
online. There are a number of companies offering real time online
dealing services – find out more by visiting the investment trust
pages at bailliegifford.com.
Sources of Further Information on the Company
The price of shares is quoted daily in the Financial Times and can
also be found on the Company’s page on Baillie Gifford’s website
at shinnippon.co.uk, Trustnet at trustnet.co.uk and on other
financial websites. Company factsheets are also available on
the Baillie Gifford website and are updated monthly. These are
available from Baillie Gifford on request.
Baillie Gifford Shin Nippon Share Identifiers
ISIN GB00BFXYH242
Sedol BFXYH24
Ticker BGS
Legal Entity Identifier X5XCIPCJQCSUF8H1FU83
The ordinary shares of the Company are listed on the London
Stock Exchange and their price is shown in the Financial Times.
Key Dates
The Annual Report and Financial Statements are normally issued
in March or early April and the AGM is normally held during May.
Capital Gains Tax
The cost for capital gains taxation purposes to shareholders
who subscribed for ordinary shares (with warrants attached) is
apportioned between the ordinary shares and the warrants on
the following basis:
Apportioned
cost *
First day of
dealing value *
Cost of each ordinary share 9.45p 8.9p
Cost of fraction for warrant 0.55p 2.7p
10.00p
The cost for capital gains tax purposes to shareholders who
subscribed for the conversion shares, subsequently converted
into new ordinary shares (with warrants attached) is apportioned
between the ordinary shares and the warrants as set out in the
placing and offer document dated 18 May 1994.
The attributable costs are:
Apportioned
cost *
First day of
dealing value *
Cost of each ordinary share 32.96p 35.6p
Cost of fraction for warrant 15.37p 16.6p
* Adjusted for the five for one share split on 21 May 2018.
If shareholders are in any doubt as to their personal taxation
position they should consult their professional advisers.
Share Register Enquiries
Computershare Investor Services PLC maintains the share
register on behalf of the Company. In the event of queries
regarding shares registered in your own name, please contact
the Registrars on 0370 889 3223.
This helpline also offers an automated self-service functionality
(available 24 hours a day, 7 days a week) which allows you to:
— hear the latest share price;
— confirm your current share holding balance; and
— order Change of Address and Stock Transfer forms.
By quoting the reference number on your share certificate
you can check your holding on the Registrar’s website at
investorcentre.co.uk.
They also offer a free, secure, share management website
service which allows you to:
— view your share portfolio and see the latest market price
of your shares;
— calculate the total market price of each shareholding;
— view price histories and trading graphs;
— change address details; and
— use online dealing services.
To take advantage of this service, please log in at
investorcentre.co.uk and enter your Shareholder Reference
Number and Company Code (this information can be found on
your share certificate).
Electronic Proxy Voting
If you hold stock in your own name you can choose to vote by
returning proxies electronically at investorcentre.co.uk/eproxy.
If you have any questions about this service please contact
Computershare on 0370 889 3223.
CREST Proxy Voting
If you are a user of the CREST system (including a CREST
Personal Member), you may appoint one or more proxies or
give an instruction to a proxy by having an appropriate CREST
message transmitted. For further information please refer to the
CREST Manual.
Where this has been received in a country where the provision
of such a service would be contrary to local laws or regulations,
this should be treated as information only.
Further Shareholder Information
Shareholder Information

66 Annual Report 2022
These Financial Statements have been approved by the Directors
of Baillie Gifford Shin Nippon PLC. Baillie Gifford only provides
information about its products and does not provide investment
advice. The staff of Baillie Gifford and Baillie Gifford Shin Nippon’s
Directors may hold shares in Baillie Gifford Shin Nippon and may
buy or sell such shares from time to time.
Analysis of Shareholders at 31 January
2022
Number of
shares held
2022
%
2021
Number of
shares held
2021
%
Institutions 46,512,443 14.8 39,904,910 13.3
Intermediaries 262,338,061 83.5 254,097,759 84.3
Individuals
†
4,287,984 1.4 6,466,089 2.1
Marketmakers 820,452 0.3 823,727 0.3
314,252,485 100.0 301,292,485 100.0
†
Includes all holdings under 5,000 shares.
Data Protection
The Company is committed to ensuring the confidentiality and
security of any personal data provided to it. Further details on
how personal data is held and processed on behalf of the
Company can be found in the privacy policy available on the
Company’s website shinnippon.co.uk.
Cost-effective Ways to Buy and Hold Shares in
Baillie Gifford Shin Nippon
Information on how to invest in Baillie Gifford Shin Nippon
can be found at shinnippon.co.uk.
Risks
Past performance is not a guide to future performance.
Baillie Gifford Shin Nippon is a UK listed company. The value of
the shares can fall as well as rise and you may not get back the
amount you invested.
As Baillie Gifford Shin Nippon invests in overseas securities
changes in the rates of exchange may also cause the value of
your investment (and any income it may pay) to go down or up.
The Company’s risk could be increased by its investment in
unlisted investments. These assets may be more difficult to sell,
so changes in their prices may be greater.
Baillie Gifford Shin Nippon has borrowed money to make further
investments (sometimes known as ‘gearing’ or ‘leverage’).
The risk is that when this money is repaid by the Company,
the value of the investments may not be enough to cover the
borrowing and interest costs, and the Company will make a loss.
If the Company’s investments fall in value, any borrowings will
increase the amount of this loss.
Baillie Gifford Shin Nippon can make use of derivatives. The use
of derivatives may impact on its performance. Currently the
Company does not make use of derivatives.
Shareholder Information
Baillie Gifford Shin Nippon can buy back its own shares. The risks
from borrowing, referred to above, are increased when the
Company buys back its own shares.
Market values for securities which have become difficult to trade
may not be readily available, and there can be no assurance that
any value assigned to such securities will accurately reflect the
price the Company might receive upon their sale.
Baillie Gifford Shin Nippon invests in smaller companies which are
generally considered higher risk as changes in their share prices
may be greater and the shares may be harder to sell. Smaller
companies may do less well in periods of unfavourable economic
conditions.
The Company’s exposure to a single market and currency may
increase risk.
Share prices may either be below (at a discount) or above (at a
premium) the net asset value (NAV). The Company may issue new
shares when the price is at a premium which will reduce the share
price. Shares bought at a premium can therefore quickly lose value.
Charges are deducted from income. Where income is low the
expenses may be greater than the total income received, meaning
the Company may not pay a dividend and the capital value would
be reduced.
The aim of the Company is to achieve capital growth and it is unlikely
that the Company will provide a steady, or indeed any, income.
Investment Trusts are UK public listed companies and as such
comply with the requirements of the UK Listing Authority. They are
not authorised or regulated by the Financial Conduct Authority.
The information and opinions expressed in this document are
subject to change without notice.
Further details of the risks associated with investing in the
Company, including how charges are applied, can be found at
shinnippon.co.uk, or by calling Baillie Gifford on 0800 917 2112.
This information has been issued and approved by Baillie Gifford
& Co Limited, the Managers and Secretaries, and does not in any
way constitute investment advice.

Baillie Gifford Shin Nippon PLC 67
The EU Sustainable Finance Disclosure Regulation (‘SFDR’)
does not have a direct impact in the UK due to Brexit, however,
it applies to third-country products marketed in the EU. As Shin
Nippon is marketed in the EU by the AIFM, BG & Co Limited,
via the National Private Placement Regime (NPPR) the following
disclosures have been provided to comply with the high-level
requirements of SFDR.
The AIFM has adopted Baillie Gifford & Co’s Governance and
Sustainable Principles and Guidelines as its policy on integration of
sustainability risks in investment decisions.
Baillie Gifford & Co believes that a company cannot be financially
sustainable in the long run if its approach to business is
fundamentally out of line with changing societal expectations.
It defines ‘sustainability’ as a deliberately broad concept which
encapsulates a company’s purpose, values, business model,
culture, and operating practices.
Baillie Gifford & Co’s approach to investment is based on
identifying and holding high quality growth businesses that enjoy
sustainable competitive advantages in their marketplace. To do
this it looks beyond current financial performance, undertaking
proprietary research to build up an in-depth knowledge of an
individual company and a view on its long-term prospects.
This includes the consideration of sustainability factors
(environmental, social and/or governance matters) which it
believes will positively or negatively influence the financial returns
of an investment. The likely impact on the return of the portfolio
from a potential or actual material decline in the value of
investment due to the occurrence of an environmental, social or
governance event or condition will vary and will depend on several
factors including but not limited to the type, extent, complexity and
duration of an event or condition, prevailing market conditions and
existence of any mitigating factors.
Whilst consideration is given to sustainability matters, there are no
restrictions on the investment universe of the Company, unless
otherwise stated within in its Objective & Policy. Baillie Gifford & Co
can invest in any companies it believes could create beneficial
long-term returns for investors. However, this might result in
investments being made in companies that ultimately cause a
negative outcome for the environment or society.
More detail on the Investment Manager’s approach to sustainability
can be found in the Governance and Sustainability Principles and
Guidelines document, available publicly on the Baillie Gifford
website bailliegifford.com .
Sustainable Finance Disclosure Regulation (‘SFDR’)
Taxonomy Regulation
The Taxonomy Regulation establishes an EU-wide framework or
criteria for environmentally sustainable economic activities in
respect of six environmental objectives. It builds on the disclosure
requirements under SFDR by introducing additional disclosure
obligations in respect of AIFs that invest in an economic activity
that contributes to an environmental objective. These AIFs are
required to disclose (a) information on the environmental objective
to which the investments underlying the AIF contribute (b) a
description of how and to what extent the underlying investments
of the AIF are in economic activities that qualify as environmentally
sustainable and are aligned with the Taxonomy Regulation (c) the
proportion, as a percentage of the AIF’s portfolio, of investments
in environmentally sustainable economic activities which are
aligned with the Taxonomy Regulation (including the proportion,
as a percentage of the AIF’s portfolio, of enabling and transitional
activities, as described in the Taxonomy Regulation). These
disclosure obligations are being phased-in from 1 January 2022 in
respect of the first two environmental objectives (climate change
mitigation and climate change adaptation) and from 1 January
2023 in respect of the remaining four environmental objectives.
The Company does not commit to make sustainable investments
as defined under SFDR. As such, the underlying investments do
not take into account the EU criteria for environmentally
sustainable economic activities.
Shareholder Information

68 Annual Report 2022
In accordance with the AIFM Regulations, information in relation to
the Company’s leverage and the remuneration of the Company’s
AIFM, Baillie Gifford & Co Limited, is required to be made available
to investors. In accordance with the Regulations, the AIFM
remuneration policy is available at bailliegifford.com or on request
(see contact details on the back cover) and the most recent
numerical remuneration disclosures in respect of the AIFM’s
relevant reporting period are available at bailliegifford.com.
Alternative Investment Fund Managers (AIFM) Regulations
The Company’s maximum and actual leverage levels (see Glossary of
Terms and Alternative Performance Measures on pages 69 and 70)
at 31 January 2022 were as follows:
Leverage
Gross method Commitment method
Maximum limit 2.50:1 2.00:1
Actual 1.16:1 1.16:1
In order to fulfil its obligations under UK tax legislation relating to
the automatic exchange of information, Baillie Gifford Shin Nippon
PLC is required to collect and report certain information about
certain shareholders.
The legislation requires investment trust companies to provide
personal information to HMRC on certain investors who purchase
shares in investment trusts. Accordingly, Baillie Gifford Shin
Nippon PLC must provide information annually to the local tax
authority on the tax residencies of a number of non-UK based
certificated shareholders and corporate entities.
Automatic Exchange of Information
Shareholders, excluding those whose shares are held
in CREST, who come on to the share register will be sent a
certification form for the purposes of collecting this information.
For further information, please see HMRC’s Quick Guide:
Automatic Exchange of Information – information for account
holders gov.uk/government/publications/exchange-of-
information-account-holders.
No third party data provider (‘Provider’) makes any warranty,
express or implied, as to the accuracy, completeness or timeliness
of the data contained herewith nor as to the results to be obtained
by recipients of the data. No Provider shall in any way be liable to
any recipient of the data for any inaccuracies, errors or omissions
in the index data included in this document, regardless of cause,
or for any damages (whether direct or indirect) resulting therefrom.
No Provider has any obligation to update, modify or amend the
data or to otherwise notify a recipient thereof in the event that
any matter stated herein changes or subsequently becomes
inaccurate.
Without limiting the foregoing, no Provider shall have any liability
whatsoever to you, whether in contract (including under an
indemnity), in tort (including negligence), under a warranty, under
statute or otherwise, in respect of any loss or damage suffered by
you as a result of or in connection with any opinions,
recommendations, forecasts, judgements, or any other
conclusions, or any course of action determined, by you or any
third party, whether or not based on the content, information or
materials contained herein.
MSCI Index data
MSCI makes no express or implied warranties or representations
and shall have no liability whatsoever with respect to any MSCI
data contained herein. The MSCI data may not be further
redistributed or used as a basis for other indexes or any securities
or financial products. This document is not approved, endorsed,
reviewed or produced by MSCI. None of the MSCI data is
intended to constitute investment advice or a recommendation to
make (or refrain from making) any kind of investment decision and
may not be relied on as such.
Third Party Data Provider Disclaimer
Shareholder Information

Baillie Gifford Shin Nippon PLC 69
Shareholder Information
An alternative performance measure is a financial measure of
historical or future financial performance, financial position, or
cash flows, other than a financial measure defined or specified in
the applicable financial reporting framework. The APMs noted
below are commonly used measures within the investment trust
industry and serve to improve comparability between investment
trusts.
Total Assets
Total assets less current liabilities, before deduction of all
borrowings.
Net Asset Value
Also described as shareholders’ funds, Net Asset Value (NAV)
is the value of total assets less liabilities (including borrowings).
The NAV per share is calculated by dividing this amount by the
number of ordinary shares in issue.
Net Asset Value (Borrowings at Book Value)
Borrowings are valued at adjusted net issue proceeds.
The Company’s yen denominated loans are valued at their sterling
equivalent and adjusted for their arrangement fees. The value
of the borrowings on this basis is set out in notes 10 and 11 on
page 55.
Net Asset Value (Borrowings at Fair Value) (APM)
This is a widely reported measure across the investment trust
industry. Borrowings are valued at an estimate of their market
worth. The Company’s yen denominated loans are fair valued
using methodologies consistent with International Private Equity
and Venture Capital Valuation (‘IPEV’) guidelines. The value of the
borrowings on this basis is set out in note 18 on page 61. A
reconciliation from Net Asset Value (with borrowings at book value)
to Net Asset Value per ordinary share (with borrowings at fair
value) is provided below.
31 January
2022
31 January
2021
Net Asset Value per ordinary share
(borrowings at book value) 175.9p 231.7p
Shareholders’ funds
(borrowings at book value) £552,652,000 £698,052,000
Add: book value of borrowings £91,102,000 £63,199,000
Less: fair value of borrowings (£91,174,000) (£63,740,000)
Shareholders’ funds
(borrowings at fair value) £552,580,000 £697,511,000
Shares in issue at year end 314,252,485 301,292,485
Net Asset Value per ordinary share
(borrowings at fair value) 175.8p 231.5p
Glossary of Terms and Alternative Performance Measures (APM)
Premium/Discount (APM)
As stockmarkets and share prices vary, an investment trust’s
share price is rarely the same as its NAV. When the share price is
lower than the NAV per share it is said to be trading at a discount.
The size of the discount is calculated by subtracting the share
price from the NAV per share and is usually expressed as a
percentage of the NAV per share. If the share price is higher
than the NAV per share, this situation is called a premium.
2022
NAV
(book)
2022
NAV
(fair)
2021
NAV
(book)
2021
NAV
(fair)
Closing NAV per share 175.9p 175.8p 231.7p 231.5p
Closing share price 174.4p 174.4p 244.0p 244.0p
(Discount)/premium (0.9%) (0.8%) 5.3% 5.4%
Ongoing Charges (APM)
The total expenses (excluding borrowing costs) incurred by the
Company as a percentage of the average net asset value (with
debt at fair value). The ongoing charges have been calculated
on the basis prescribed by the Association of Investment
Companies.
A reconciliation from the expenses detailed in the Income
Statement on page 46 is provided below:
31 January
2022
31 January
2021
Investment management fee £4,048,000 £3,514,000
Other administrative expenses £684,000 £557,000
Total expenses (a) £4,732,000 £4,071,000
Average daily cum-income net asset
value (with debt at fair value) (b) £719,124,000 £573,387,000
Ongoing charges (a) ÷ (b)
(expressed as a percentage) 0.66% 0.71%
Total Return (APM)
The total return is the return to shareholders after reinvesting the
net dividend on the date that the share price goes ex-dividend.
The Company does not pay a dividend, therefore, the one year
total returns for the share price and NAV per share at book and
fair value are the same as the percentage movements in the share
price and NAV per share at book and fair value as detailed on
page 4.

70 Annual Report 2022
Shareholder Information
Gearing (APM)
At its simplest, gearing is borrowing. Just like any other public
company, an investment trust can borrow money to invest in
additional investments for its portfolio. The effect of the borrowing
on the shareholders’ assets is called ‘gearing’. If the Company’s
assets grow, the shareholders’ assets grow proportionately more
because the debt remains the same. But if the value of the
Company’s assets falls, the situation is reversed. Gearing can
therefore enhance performance in rising markets but can
adversely impact performance in falling markets.
Gearing represents borrowings at book less cash and cash
equivalents expressed as a percentage of shareholders’ funds.
Potential gearing is the Company’s borrowings expressed as a
percentage of shareholders’ funds.
Equity gearing is the Company’s borrowings adjusted for cash,
expressed as a percentage of shareholders’ funds.
2022
Gearing
†
£’000
2022
Potential
Gearing
#
£’000
2021
Gearing
†
£’000
2021
Potential
Gearing
#
£’000
Borrowings (a) 91,102 91,102 63,199 63,199
Cash and cash
equivalents (b) 32,028 – 10,088 –
Shareholders’ funds (c) 552,652 552,652 698,052 698,052
10.7% 16.5% 7.6% 9.1%
†
Gearing: ((a) – (b)) ÷ (c), expressed as a percentage.
#
Potential gearing: (a) ÷ (c), expressed as a percentage.
Leverage
For the purposes of the Alternative Investment Fund Managers
(AIFM) Regulations, leverage is any method which increases the
Company’s exposure, including the borrowing of cash and the use
of derivatives. It is expressed as a ratio between the Company’s
exposure and its net asset value and can be calculated on a gross
and a commitment method. Under the gross method, exposure
represents the sum of the Company’s positions after the deduction
of sterling cash balances, without taking into account any hedging
and netting arrangements. Under the commitment method,
exposure is calculated without the deduction of sterling cash
balances and after certain hedging and netting positions are
offset against each other.
Active Share (APM)
Active share, a measure of how actively a portfolio is managed,
is the percentage of the listed equity portfolio that differs from its
comparative index. It is calculated by deducting from 100 the
percentage of the portfolio that overlaps with the comparative
index. An active share of 100 indicates no overlap with the index
and an active share of zero indicates a portfolio that tracks the
index.
Net Liquid Assets
Net liquid assets comprise current assets less current liabilities,
excluding borrowings.
Share Split
A share split (or stock split) is the process by which a company
divides its existing shares into multiple shares. Although the
number of shares outstanding increases, the total value of the
shares remains the same with respect to the pre-split value.
Unlisted (Private) Company
An unlisted (private) company means a company whose shares
are not available to the general public for trading and not listed
on a stock exchange.

Baillie Gifford Shin Nippon PLC 71
Shareholder Information
Trust Magazine
Trust is the Baillie Gifford investment trust magazine which is
published twice a year. It provides an insight to our investment
approach by including interviews with our fund managers, as well
as containing investment trust news, investment features and
articles about the trusts managed by Baillie Gifford, including
Baillie Gifford Shin Nippon. Trust plays an important role in helping
to explain our products so that readers can really understand
them.
An online version of Trust can be found at
bailliegifford.com/trust.
Baillie Gifford Shin Nippon on the Web
Up-to-date information about Baillie Gifford Shin Nippon, including
a monthly commentary, recent portfolio information and
performance figures, can be found on the Company’s page of
the Managers’ website at shinnippon.co.uk.
You can also find a brief history of Baillie Gifford Shin Nippon,
an explanation of the effects of gearing and a flexible performance
reporting tool.
Suggestions and Questions
Any suggestions on how communications with shareholders can
be improved are welcomed, so please contact the Baillie Gifford
Client Relations Team and give them your suggestions. They will
also be very happy to answer questions that you may have about
Baillie Gifford Shin Nippon.
Client Relations Team Contact Details
You can contact the Baillie Gifford Client Relations Team by
telephone, email or post:
Telephone: 0800 917 2112
Your call may be recorded for training or monitoring purposes.
Email: trustenquiries@bailliegifford.com
Website: bailliegifford.com
Baillie Gifford Client Relations Team
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Please note that Baillie Gifford is not permitted to give
financial advice. If you would like advice or if you have any
questions about the suitability of any of these plans for
you, please ask an authorised intermediary.
A Shin Nippon web page at shinnippon.co.uk
Trust Magazine
Communicating with Shareholders

Directors
Chairman:
MN Donaldson
CEC Finn
AE Rotheroe
J Skinner
MR Somerset Webb
KJ Troup
S Vijayakumar
Alternative Investment
Fund Managers,
Secretaries and
Registered Office
Baillie Gifford & Co Limited
Calton Square
1 Greenside Row
Edinburgh
EH1 3AN
Tel: 0131 275 2000
bailliegifford.com
Registrar
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Tel: 0370 889 3223
Company Brokers
Winterflood Securities Ltd
The Atrium Building
Cannon Bridge House
25 Dowgate Hill
London
EC4R 2GA
Independent Auditor
KPMG LLP
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EG
Company Details
shinnippon.co.uk
Company Registration
No. SC093345
ISIN GB00BFXYH242
Sedol BFXYH24
Ticker BGS
Legal Entity Identifier:
X5XCIPCJQCSUF8H1FU83
Depositary
The Bank of New York Mellon
(International) Limited
1 Canada Square
London
E14 5AL
Further Information
Baillie Gifford Client Relations Team
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Tel: 0800 917 2112
Email:
trustenquiries@bailliegifford.com