Annual Report and Financial Statements
31 January 2023
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 Chair’s Statement
4 One Year Summary
5 Three Year and Five Year
Performance Summary
7 Business Review
12 Managers’ Report
16 Review of Investments
21 Investment Changes
22 Baillie Gifford Statement on Stewardship
24 Distribution of Total Assets and
Relative Weightings
25 List of Investments
27 Portfolio by Investment Theme
28 Ten Year Record
Governance Report
29 Directors and Management
31 Directors’ Report
35 Corporate Governance Report
39 Audit Committee Report
41 Directors’ Remuneration Report
44 Statement of Directors’ Responsibilities in
respect of the Annual Report and Financial
Statements
Financial Report
45 Independent Auditor’s Report
50 Income Statement
51 Balance Sheet
52 Statement of Changes in Equity
53 Cash Flow Statement
54 Notes to the Financial Statements
Shareholder Information
66 Notice of Annual General Meeting
71 Further Shareholder Information
72 Cost-effective Ways to Buy and Hold
Shares in Baillie Gifford Shin Nippon
73 Communicating with Shareholders
74 Sustainable Finance Disclosure
Regulation
76 Glossary of Terms and Alternative
Performance Measures
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
J
2022
FMAMJJA
S
O
N D
J
2023
(10%
)
0%
(2%)
(8%)
(4%)
(6%)
Financial Highlights
†
Alternative Performance Measure – see Glossary of Terms on pages 76 and 77.
#
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 75.
Past performance is not a guide to future performance.
Source: Refinitiv.
Share price
NAV
Benchmark*
J
2022
FMAMJJA
S
O
N
D
J
2023
75
80
110
95
100
105
85
90
NAV, Share Price and
Comparative Index
(figures rebased to 100
at 31 January 2022)
Share price
NAV (after deducting
borrowings at fair value
†
)
Comparative Index
#
Total Returns*
Discount
†
Discount (after
deducting borrowings
at fair value) plotted as
at month end dates
Share Price -8.9% NAV -1.3%
(borrowings at
book value)
NAV -1.2%
(borrowings at
fair value
†
)
Comparative Index
#
+5.7%
Financial Highlights – Year to 31 January 2023
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.
* Source: Refinitiv/Baillie Gifford. Alternative Performance Measure – see Glossary of Terms and Alternative Performance Measures
on pages 76 and 77 and comparatives for 2022 on page 4.

02 Annual Report 2023
This Strategic Report, which includes pages 2 to 28 and incorporates the Chair’s
Statement has been prepared in accordance with the Companies Act 2006.
Strategic Report
Strategic Report
Chair’s Statement
Past performance is not a guide to future performance.
Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 75.
* After deducting borrowings at fair value. For a definition of terms see Glossary of Terms and Alternative Performance Measures
on pages 76 and 77.
Performance
Over the year to 31 January 2023, Shin Nippon’s net asset value
(‘NAV’) per share
* declined by 1.2% and its share price by 8.9%.
The comparative index (MSCI Japan Small Cap Index, total return
in sterling terms) appreciated by 5.7%. As highlighted in my prior
reports, your Board has historically reviewed performance
principally over rolling three-year periods and it is disappointing to
report relative underperformance over this period. Over the three
years to 31 January 2023, the Company’s net asset value per
share appreciated by 0.5% during this period and its share price
declined by 6.8%. Shin Nippon’s comparative index return
appreciated by 6.6%.
Following a review and assessment of the Managers’ time horizon
for investment, the Board has concluded that, going forward,
performance should be measured principally over rolling five-year
periods. Over the five years to 31 January 2023, the Company’s
net asset value per share appreciated by 2.9% and its share price
declined by 13.9%. Shin Nippon’s comparative index return
appreciated by 7.6% over this period. As you will note later in my
report, at this year’s Annual General Meeting (‘AGM’) shareholders
are being asked to approve proposed changes to the Company’s
Objective and Policy, one of which is to construct the portfolio
through the identification of individual companies which offer long
term growth potential typically over a five rather than three-to-five
year period. Reviewing performance principally over five-year
periods aligns with this. As illustrated on page 6 the Company
outperformed the peer group over a five-year period.
In the Managers’ Report on pages 12 to 14, you will find a more
detailed explanation of the recent performance and commentary
on some of the holdings, as well as performance numbers over
five and ten years. The Board maintains close oversight of the
performance of the Company. Although three year performance
has been disappointing and performance over the last two years
has damaged longer-term returns, we remain satisfied with the
ten-year performance of the Company. The Board recognises
that the valuation downgrade of growth companies does not
always correlate with their operational performance. We remain
committed to the Managers’ unwavering focus on high-growth
smaller companies and are confident that the Company is well
placed to benefit from the long term prospects of the companies
held in the portfolio.
Growth investing is currently out of sync with investor sentiment
and, as the Managers’ fundamental bottom-up investment
approach does not consider the make-up of the comparative
index when constructing the portfolio, the recent performance in
absolute and relative terms is not unexpected and shareholders
should expect periods of underperformance. The Company also
dropped back out of the FTSE 250 index in March 2022, having
been promoted in November 2020.
Outlook
The war in Ukraine is continuing to undermine sentiment in many
ways. High inflation is now a real threat to global growth and the
inevitable increases in interest rates will continue to provide
headwinds in many economies. Shin Nippon will not be immune
to these issues.
That said, your Board was very encouraged to meet twenty-four
different companies on its recent trip to Japan. We met companies
already owned in the portfolio as well as some potential new
holdings both in the listed and the unlisted space. It was apparent
that the negative effects of Covid-19 over the last couple of years
have largely dissipated, leading to a more positive outlook with no
visible evidence of any doom and gloom. However, there is no
getting away from the issue of the ageing population in Japan
where people are living longer and, where the economy is trying to
grow, this inevitably puts pressure on the ability to recruit suitable
skilled labour. I have mentioned this structural issue in previous
statements. The companies we met were all aware of these issues
and your Board was left confident that they were being addressed.
The number of foreign workers in Japan continues to grow and this
trend will inevitably continue in the years ahead. There is no doubt
that the companies we met were engaging and confident about
their future growth prospects. We met some highly skilled
individuals who are still trying to disrupt norms and we were left
feeling that the small cap sector in which the Company invests
is in good shape.
The Managers have for many years adopted a stock picking
approach when shaping the portfolio. As the Directors discovered
on the trip, opportunities will continue to present themselves and
we are wholly supportive of the Managers in seeking those out and
continuing to strengthen the portfolio. The start-up environment
for companies is changing and Government policies are more
supportive. There is a positive attitude to creating wealth and
starting exciting, disruptive businesses. The Board and the
Managers remain encouraged by the outlook.

Baillie Gifford Shin Nippon PLC 03
†
Alternative Performance Measure – see Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
Strategic Report
Borrowings
The Company’s invested gearing increased over the course of the
year from 11% to 15%
†
whilst potential gearing was unchanged at
16%. Subsequent to the year end, a new secured ¥2,000 million
three-year revolving credit facility was drawn down from ING Bank
N.V. The Board agreed to increase gearing to allow the Managers
to invest in the strong pipeline of current opportunities, bolstering
the high growth nature of the portfolio at the right time and at
attractive valuations.
As at 31 January 2023, the Company had total borrowings of
¥14.1 billion (£88.0 million) at an average interest rate of 1.4%.
During the year the yen weakened against sterling by 3.4%.
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 1.11p compared to 0.29p the prior
year. The revenue reserve remains in deficit, therefore the Board is
recommending that no dividend be paid. The Company’s ongoing
charges were 0.74%
†
compared to 0.66% a year earlier. Although
expenses decreased during the year the average daily NAV fell
from £719.1 million in 2022 to £521.3 million in 2023 causing the
increase in the overall ongoing charge percentage. A reconciliation
of this can be found on page 76.
Share Issuance and Buybacks
Having ranged between a 1.5% premium and 11.6% discount,
averaging a 6.1%
†
discount, the Company’s shares ended the
period at an 8.6% discount to the NAV per share, having been
at a 0.8% discount a year earlier.
During the course of the year, 100,000 shares were bought back
at a cost of £154,000 and are currently held in treasury. As part
of this year’s AGM business, approval is again being sought to
renew the authority to buy back shares. This would enable
the Company to buy back shares if the discount to NAV was
substantial in absolute terms or in relation to its peers, should that
be deemed desirable. Any such activity would enhance the NAV
attributable to existing shareholders.
Although no shares were issued during the year, there will also
be an AGM resolution to authorise the approval of share issuance,
on a non pre-emptive basis, of up to 10% of the Company’s
issued share capital. As done in the past, any share issuance
would be undertaken at a premium to NAV per share and
therefore be NAV accretive for existing shareholders. The Board
is of the view that being able to increase the size of the Company,
when conditions permit, helps to improve liquidity, reduces costs
per share and potentially increases the appeal of the Company to
a wider range of shareholders.
Board Composition and Governance
I have thoroughly enjoyed my time as a Director and Chair of
Baillie Gifford Shin Nippon PLC but, as highlighted to the market
back in December, I will not be seeking re-election at the AGM in
May. It has been a pleasure for me to work with such an impressive
Board and also such a talented team at Baillie Gifford. I have
thoroughly enjoyed my time on the Board and am proud of our
achievements over the last nine years.
On my retirement, I am pleased to report that Mr Jamie Skinner
will take on the chairship of the Board and Mr Kevin Troup will
become Chair of the Audit Committee. Ms Abigail Rotheroe has
been appointed as the Chair of the Nomination Committee,
effective from 1 February 2023.
The composition of the ongoing Board is appropriate for the
foreseeable future and will be compliant with the pending diversity
rules coming into effect for accounting periods beginning on or
after 1 April 2022 (see page 36).
Environmental, Social and Governance (ESG)
The consideration of ESG factors is part of the long term, active,
patient and growth focused 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. Some examples of engagement with
companies undertaken by the Managers can be found on page 23.
Annual General Meeting – Objective & Policy
and Articles of Association
In addition to the usual, and also aforementioned, AGM business,
a resolution is being put before shareholders to make a number
of, principally, stylistic changes to the Company’s Objective and
Policy, which will also help to clarify some potential unintended
ambiguities in the current wording and to align investment
horizons with the Managers’. A comparison of the proposed and
current wording can be found on pages 7 and 8. The Board is
taking a prudent approach to these changes and is treating them,
in aggregate, as a material change. Therefore, in accordance with
the Listing Rules, the Company is required to seek shareholder
approval for the proposed amendments.
Furthermore, shareholders are being asked to approve changes
to the Company’s Articles of Association, details of which can
be found on pages 33 and 34. One of the amendments would,
if passed, permit the Company to hold virtual AGMs in the future.
This authority is being sought not as a replacement to in-person
AGMs, but as an alternative in extremis should it be required due
to prevailing circumstances meaning that an in-person meeting
was not possible, as was the case at points during recent years
because of restrictions due to Covid-19.
This year’s AGM will take place in person at Baillie Gifford’s
offices in Edinburgh at 9:15am on Wednesday 17 May 2023.
The Managers will be presenting and the Board and I look
forward to seeing as many of you there as possible.
M Neil Donaldson
21 March 2023

04 Annual Report 2023
Strategic Report
Past performance is not a guide to future performance.
31 January
2023
31 January
2022 % change
Total assets* £633.5m £643.8m
Bank loans £88.0m £91.1m
Shareholders’ funds £545.5m £552.7m
Net asset value per ordinary share (after deducting borrowings at fair value)
†
173.7p 175.8p (1.2)
Net asset value per ordinary share (after deducting borrowings at book value)
* 173.6p 175.9p (1.3)
Share price 158.8p 174.4p (8.9)
Comparative index
#
5.7
Yen/sterling exchange rate 160.10 154.59 (3.4)
Discount (after deducting borrowings at fair value)
†
8.6% 0.8%
Discount (after deducting borrowings at book value)
†
8.5% 0.9%
Revenue earnings per ordinary share 1.11p 0.29p
Ongoing charges
†
0.74% 0.66%
Active share
†
94% 95%
Year to 31 January 2023 2023 2022 2022
Year’s high and low High Low High Low
Net asset value per ordinary share (after deducting borrowings at fair value)
†
184.2p 139.2p 263.2p 169.5p
Share price 182.0p 131.8p 268.0p 169.0p
Premium/(discount) (after deducting borrowings at fair value)
†
1.5% (11.6%) 5.0% (4.7%)
31 January
2023
31 January
2022
Net return per ordinary share
Revenue return 1.11p 0.29p
Capital return (3.35p) (56.95p)
Total return (2.24p) (56.66p)
* See Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
†
Alternative Performance Measure – see Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
#
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 75.
One Year Summary
The following information illustrates how Shin Nippon has performed over the year to
31 January 2023.

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 2023. The Board reviews performance principally over rolling
five year periods.
Source: Refinitiv/Baillie Gifford and relevant underlying index providers
‡
.
Shin Nippon NAV
#
Shin Nippon share price
#
Comparative Index
*
Peer Group NAV
#
2020
Cumulative to 31 January
2023
2021 2022
75
175
150
125
100
Annual change in Net Asset Value and Share Price
Three Year Performance
(figures rebased to 100 at 31 January 2020)
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
2019
Years to 31 January
2020 2021
2022
2023
(30%)
(10%)
10%
50%
30%
20%
40%
(20%)
0%
2019
Years to 31 January
2020 2021
2022
2023
(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 76 and 77). 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 76 and 77.
‡
See disclaimer on page 75.

06 Annual Report 2023
Strategic Report
Five Year Performance
(figures rebased to 100 at 31 January 2018)
2018
Cumulative to 31 January
2023
2020 2022
2019 2021
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 76 and 77.
70
80
150
120
130
140
90
110
100
Five Year Peer Group Performance
(figures rebased to 100 at 31 January 2018)
2018
Cumulative to 31 January
20232020 2022
2019 2021
70
150
140
130
120
100
90
80
110
Source: Refinitiv/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 and JP Morgan Japan Small
Cap Income & Growth. AVI Japan Opportunity and Nippon Active Value were not
part of
the peer group for the full period and have therefore been excluded. Data
is unweighted.
#
See Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
Premium/(Discount) to Net Asset Value
(plotted on a quarterly basis)
2018
Years to 31 January
2023
2020 2022
2019 2021
(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 76 and 77
).
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 76 and 77
).
2019
Years to 31 January
2020 2021
2022
2023
0.0%
1.2%
1.0%
0.8%
0.6%
0.4%
0.2%
‡
See disclaimer on page 75.
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 quoted 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.
Current 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 quoted
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.
Proposed Objective and Policy
As detailed in the Chair’s Statement on pages 2 and 3,
the Board is proposing to change the Company’s Objective
and Investment Policy to make a number of, principally, stylistic
changes, which will also help to clarify some potential unintended
ambiguities in the current wording and to align investment
horizons with the Managers’. Although the fundamental objective
of the Company remains unchanged the Board is taking a
prudent approach to these changes and is treating them, in
aggregate, as a material change. Therefore, in accordance with
the Listing Rules, the Company is required to seek shareholder
approval for the proposed amendments. If Resolution 14 is
approved at the AGM, the Objective and Investment Policy will
be as follows:
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.
A small company is considered to be one that typically has either
market capitalisation or turnover of less than ¥150 billion at the
time of initial investment.
The portfolio is constructed through the identification of individual
companies which offer long term growth potential, typically over a
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
companies. 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.
Exposure to any single company is limited to 5% of the
Company’s total assets, measured at the time of investment.
Exposure to a single company that, as a result of performance,
exceeds 5% of the Company’s total assets is subject to particular
scrutiny but may be maintained at a level in excess of 5% where
the Managers are convinced of the ongoing merits of the
investment case.
Business Review
Strategic Report

08 Annual Report 2023
The Company may invest in UK and Overseas domiciled collective
investment schemes, 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 quoted
equity holdings, however unlisted investments may also be held.
Unlisted investments shall not exceed 10% of the total assets of
the Company in aggregate, measured at the time of investment.
From time to time, fixed interest instruments, 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.
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 76 and 77.
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
five year periods.
A historical record of the KPIs is shown on pages 4 to 6 and on
page 28.
Borrowings
The Company has ¥14,100 million (£88.0 million) fixed rate
secured borrowings with ING Bank N.V. (2022 – ¥14,100 million
(£91.1 million)) maturing between 27 November 2023 and
18 December 2024 as detailed on page 59 (the ¥7,000 million
fixed rate loan matures on 27 November 2023).
Following the year end, on 3 March 2023, a new secured
¥2,000 million three year revolving credit facility was drawn
down from ING Bank N.V. which matures on 3 March 2026.
Strategic Report
Principal and Emerging Risks
As explained on pages 36 and 37 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. There have been no
significant changes to the principal risks during the year other
than to move cyber security risk from emerging to principal risks
and to disclose the risk associated with holding private company
investments as a discrete risk. A description of these risks and
how they are being managed or mitigated is set out below.
The Board considers the increasing macroeconomic and geopolitical
concerns to be factors which exacerbate existing risks, rather than
discrete risks, within the context of an investment trust. Their
impact is considered within the relevant risks.
Financial Risk – the Company’s assets consist mainly of quoted
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 61 to 65. To mitigate this risk
the Boar
d 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 of various geopolitical events. 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.
Private Company (Unlisted) Investments – the Company’s risk
could be increased by its investment in private company securities.
These assets may be more difficult to buy or sell, so changes in
their prices may be greater than for quoted investments. To
mitigate this risk, the Board considers the private company
securities in the context of the overall investment strategy and
provides guidance to the Managers on the maximum exposure
to private company securities. The investment policy limits the
amount which may be invested in private company securities to
10% of the total assets of the Company in aggr
egate, measured
at the time of investment.
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 shar
eholders 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.

Baillie Gifford Shin Nippon PLC 09
Strategic Report
Environmental, Social 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 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 38).
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
shar
eholders.
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 ensur
e 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 companies 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
pr
ovide 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 or major disaster.
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 af
fecting their respective services
to the Company.
Cyber Security Risk – a cyber attack on Baillie Gifford’s network or
that of a third party service provider could impact the confidentiality,
integrity or availability of data and systems. To mitigate this risk, the
Audit Committee reviews Reports on Internal Controls published by
Baillie Gifford and other third party service providers. Baillie Gifford’s
Business Risk Department report to the Audit Committee on the
effectiveness of information security controls in place at Baillie
Gifford and its business continuity framework. Cyber security
due diligence is performed by Baillie Gifford on third party service
pr
oviders which includes a review of crisis management and
business continuity frameworks.
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 59.
The majority of the Company’s investments are in quoted
securities that are readily realisable. Further information on
leverage can be found on page 75 and in the Glossary of Terms
and Alternative Performance Measures on pages 76 and 77.
Political Risk – political developments are closely monitored
and considered by the Board. 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.

10 Annual Report 2023
Strategic Report
Emerging Risks – as explained on pages 36 and 37 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 geopolitical tensions and new coronavirus variants or similar
public health threats. 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 to 10 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 secured
bank loans which are due to expire between November 2023 and
March 2026. 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 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.
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.
In May, the Managers uploaded a film to the Company’s website
(shinnippon.co.uk) providing an update on the performance of
the Company as well as the Managers’ view on the long-term
outlook for Japanese smaller companies. The Chair 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.

Baillie Gifford Shin Nippon PLC 11
Strategic Report
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 page 23. 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 buying back of 100,000 of the Company’s own shares
into treasury at a discount to net asset value, for subsequent
reissue, in order to ensure the Company’s shareholders found
liquidity for their shares when natural market demand was
insufficient, and on terms that enhance net asset value for
remaining shareholders;
— arranging a three year ¥2,000 million secured revolving credit
facility subsequent to the year end on 3 March 2023 from ING
Bank N.V., for the purpose of investing in exciting Japanese
small cap opportunities, which the Board believes will
enhance long term returns for shareholders; and
— following a formal tender process, the Board proposes the
appointment of Johnston Carmichael LLP as Auditor for the
financial year commencing 1 February 2023.
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 2023 the Board comprises six Directors, four
male and two female. Mr MN Donaldson will retire from the
Board at the conclusion of the AGM on 17 May 2023. The
Company has no employees. The Board’s policy on diversity
is set out on page 36.
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 38 and the Managers’ approach to stewardship and
examples of portfolio company engagement are set out on
pages 22 and 23.
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
Chair’s Statement on pages 2 and 3 and in the Managers’ Report
on pages 12 to 14.
The Strategic Report which includes pages 2 to 28 was approved
by the Board on 21 March 2023.
M Neil Donaldson
Chair

12 Annual Report 2023
Managers’ Report
Strategic Report
Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 75.
Past performance is not a guide to future performance.
For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
2022 was another difficult year for growth investing. A number
of external events weighed on investor sentiment. Global supply
chains, especially autos and semiconductors, are recovering
gradually but continue to suffer from the after-effects of the
pandemic. The war in Ukraine had global repercussions as Europe
started weaning itself off Russian gas, driving up global energy
prices in the process. This has been a major cause of the high
rates of inflation being witnessed globally. Central banks across the
world have been raising interest rates in a bid to control inflation.
This has resulted in significant weakness in the share price of high
growth stocks as investors worry that higher interest rates would
lead to weak demand for their goods and services in the future.
Against this challenging backdrop, there have been encouraging
signs. An uptick in inflation is leading to wage growth in real terms.
This is particularly noteworthy as wages have been generally flat in
Japan for the past thirty years due to deflation. Increases in wages
should lead to higher consumer confidence and thus a more
positive outlook for the domestic economy. Japan has now fully
reopened its borders to tourists, having eliminated all Covid-related
entry requirements. More recently, these green shoots of a return
to normality have been reflected in market sentiment. We are
returning to an environment where share prices are driven more
by fundamentals than pure macro developments. Despite
disappointing share price performance, we note that the vast
majority of our holdings have actually exhibited good operational
progress.
Performance
Shin Nippon’s focus is, and remains, to invest in fast-growing
smaller companies in Japan which are often run by dynamic
founders. We continue to believe that they are driving much-
needed change, especially in light of an ageing and shrinking
workforce. We remain certain that investing in these companies
will enable us to generate attractive shareholder returns in the
long run, despite short-term turbulence. Companies in more
traditional sectors of the economy continue to face long-term
challenges and we, therefore, prefer to back companies that are
disrupting the status quo.
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
For the year ending 31 January 2023, Shin Nippon’s net asset
value (‘NAV’) decreased by 1.2% compared to an increase of
5.7% in the MSCI Japan Small Cap Index (all figures total return
and in sterling terms, NAV with borrowings at fair value). Growth
stocks have remained out of favour, reflecting the market’s
preference for short-term certainty over long-term opportunity.
Encouragingly, the outlook seems to be getting less myopic.
Following continued share price weakness in the first half of the
year, we witnessed a more encouraging level of performance in
the second half. We remain optimistic regarding the long-term
growth prospects of the high-growth businesses held in Shin
Nippon but note that the Company’s weak performance over the
past two years has impacted the long-term numbers, which we
consider a fairer way of looking at performance. Over five years,
Shin Nippon’s NAV has increased by 2.9% versus an increase of
7.6% in the comparative index. Over ten years, Shin Nippon’s
NAV has increased by 310.4% compared to an increase of
150.1% in the MSCI Japan Small Cap Index.
Numerous macro headwinds and the lingering effects of Covid-19
have led to poor share price performance at many of our internet
companies. Infomart, Japan’s leading online food ordering
platform, was one such poor performer. The significant decline
in eating out naturally hit a company that is connecting suppliers
with restaurants. Despite this extraordinarily tough environment,
Infomart has grown its sales over the past year and is returning
to higher profitability. Its recently started electronic invoicing
business is gaining traction as well. We remain attracted by the
opportunities in both segments and are hopeful that the market
will re-evaluate Infomart on the back of its improving fundamentals.
Online legal website Bengo4.com similarly remains out of fashion
despite maintaining a high growth rate in sales and a very
significant increase in profitability. Its electronic signature segment
‘CloudSign’ has established itself as the industry standard in
Japan to the extent that management is now focusing on
improving margins rather than just growing sales.
Another detractor to performance was biotech company Healios.
Unfortunately, its main drug failed to show improved patient
outcomes in a clinical trial, so we decided to sell the holding.

Baillie Gifford Shin Nippon PLC 13
Strategic Report
Among the positive contributors was insurance company Lifenet.
It is the leading online life insurer in Japan albeit with a still very
small share of the overall market. Lifenet’s sales growth recently
accelerated, and the company is edging closer to profi tability.
It continues to partner with major enterprises in Japan, like mobile
provider KDDI and credit card company Sumitomo Mitsui Card.
The opportunity remains signifi cant, and we continue to believe
that Lifenet is much nimbler than incumbent insurance companies
and will therefore be able to take market share for a long period
of time. Drugstore chain MatsukiyoCocokara was another strong
performer. As referenced in the interim report, the company
recently acquired a smaller competitor and is benefi tting from the
resultant synergies, leading to increased profi tability for the group
as a whole. A large proportion of its sales come from cosmetics
which means that it should benefi t from a recovery in inbound
tourism. Japanese cosmetics are highly appreciated, especially
by Chinese consumers, and MatsukiyoCocokara is well placed
to satisfy any future increases in demand.
Another benefi ciary of Japan’s reopening is Kamakura Shinsho,
an online platform for funerals and end-of-life related services.
In-person funerals have resumed in earnest in Japan following
the removal of all Covid-era restrictions. This has allowed the
company to re-accelerate its sales growth and boost its
profi tability which took a signifi cant hit during Covid-19. The
funeral industry in Japan remains deeply conservative and is
characterised by very high prices. Kamakura Shinsho continues
to disrupt this unhappy status-quo to give consumers better
choices. Its growth runway remains signifi cant.
Portfolio
Refl ecting our bottom-up stock-picking approach, Shin Nippon’s
active share remains high at 94%. This implies only a 6% overlap
with the comparative index. The portfolio turnover for the fi nancial
year was 13.8% which is in line with our long investment horizon
of fi ve to ten years.
We purchased seven new holdings in the fi nancial year, including
one private company. They represent an eclectic range of
industries which illustrates our non-dogmatic approach to
investing. Among the new holdings was Avex, one of Japan’s
leading music entertainment businesses. Led by the founder, who
remains in the role of chair , management used the pandemic
disruption to aggressively streamline the business and bolster the
balance sheet. With a return to normality, Avex should benefi t from
a recovery in the live music industry and its strong net cash
position will allow it to strengthen its competitive position.
Within cosmetics we discovered and invested in the Osaka-based
company I-ne. The company name stands for “Innovation never
ends”. This relatively young business specialises in female
haircare products. Despite entering a competitive market, it has
consistently boasted mid-teen percentage revenue growth. New
products have grown even faster. True to its name, the company
is utilising new and innovative techniques like artifi cial intelligence
to analyse product-market fi t and customer feedback. This in turn
is driving product development and the company has a good
track record of developing hit products. We are attracted by the
growth prospects and believe that margins can signifi cantly
improve in the future. Furthermore, the founder retains a 70%
stake in the company which should provide good alignment.
We also invested in two niche manufacturing businesses: Nittoku
and Kohoku Kogyo. Both have signifi cant global market share in
their respective business areas. Nittoku produces cutting-edge coil
winding machinery. Coils are found in virtually every electronic
product, but the real attraction is a continuous endeavour to
reduce their size and improve performance. The former is
particularly important for mobile handsets, where the number of
coils jumped from eight in a 4G handset to 40 in 5G. The latter is
of signifi cance for electric vehicles as better coils lead to increased
performance. Kohoku Kogyo is similarly exposed to electric
vehicles. The company produces lead terminals for aluminium
electrolytic capacitors. Compared to an internal combustion
engine car, an electric vehicle requires two to four times as many
capacitors. Given the high-performance requirements and high
value-add, Kohoku’s products are priced at a premium and this
should allow the company to improve its margins over time. It also
produces optical isolators for undersea internet data cables, an
area in which we have seen increased activity by both nation
states and private companies such as Alphabet and Meta.
In the private company space, we invested in plastic recycling
company JEPLAN. In contrast to conventional mechanical
recycling methods, JEPLAN utilises a patented chemical
method to recycle PET and polyester. JEPLAN’s approach is
environmentally friendly, scalable and highly energy effi cient. It is
working with companies like Coca-Cola Japan and Nestlé Japan
in the food and drink sector as well as apparel brands like Uniqlo
and Snow Peak. Despite being quite small and private, the
company is already generating a decent level of sales and is close
to profi tability.
Kohoku Kogyo produces lead terminals for aluminium electrolytic
capacitators used in electric vehicles.

14 Annual Report 2023
Strategic Report
Software company SpiderPlus was another addition to the
portfolio. It offers software as a service (‘SaaS’) solutions for the
management of construction sites. The construction industry in
Japan is very large and has barely been digitised. Even more
importantly, it is plagued by an ageing and shrinking workforce and
a large number of unfilled positions. Tools to make workers more
efficient are therefore very valuable and SpiderPlus’ product
enables significant time and cost savings. The company is led by a
dynamic founder with a background in construction
subcontracting and we admire the ambition he has for his
company.
We exited nine holdings over the financial year. Among them was
CyberAgent, a media company offering online advertisement,
mobile games and online television. Having been held since 2013,
the share price has increased markedly, and its advertising and
gaming end markets are mature and becoming more competitive.
As such, we struggled to see the company growing its sales and
profits significantly from here. A somewhat idiosyncratic case was
specialist financial software company Uzabase. A private equity
company announced its intention to acquire Uzabase at a 72%
premium which we felt was attractive and therefore decided to
tender our shares. While still somewhat unusual in Japan, we have
noted an increase in private equity activity over the past few years.
We also sold Aeon Delight, a building security and maintenance
company. Contrary to our original investment hypothesis, the
company has been unable to diversify its client base meaningfully
beyond its parent company Aeon. We also had high hopes for the
company in the Chinese market which remains large and
fragmented but even here, management have not shown the drive
and dynamism to seize the opportunity, opting to adopt a more
piecemeal approach instead.
Outlook
Given the scale and speed of the downturn in high growth stocks
post-Covid, we remain very conscious that this has negatively
affected Shin Nippon’s short and longer-term performance.
However, this has also meant that growth stocks are now priced at
levels that assume barely any future increase in revenues or profits,
which is in stark contrast to their underlying fundamentals. Despite
the discomfort from volatility, we believe it is important to stay true
to our stated investment philosophy and process which has
served shareholders well over longer periods of time. Being patient
and seeing through market noise increases our chances of picking
exceptional companies that will deliver attractive long-term returns.
As Japan slowly moves out of Covid-19, the focus will return to
long-term challenges. A shrinking labour force calls for increased
digitalisation and more efficient ways of working. Global warming
and high energy prices provide motivation to decarbonise the
Japanese and global economy. The inexorable shift to electric
vehicles requires a recalibration of the auto industry. Geopolitics is
leading to a reshaping of the semiconductor industry. All these
challenges call for dynamic and nimble enterprises, run by bold
entrepreneurs willing to seize the myriad of opportunities that these
changes are creating. We believe Japanese smaller companies are
at the forefront of enabling many of these industry shifts, thereby
providing an exciting array of investment opportunities.

Baillie Gifford Shin Nippon PLC 15
Strategic Report
Valuing Private Companies
We hold our private company investments at an estimation of
‘fair value’, i.e. the price that would be paid in an open-market
transaction. Valuations are adjusted both during regular valuation
cycles and on an ad hoc basis in response to ‘trigger events’.
Our valuation process ensures that private companies are valued
in both a fair and timely manner.
The valuation process is overseen by a valuations committee at
Baillie Gifford, which takes advice from an independent third party
(S&P Global). The valuations committee is independent from the
portfolio managers, as well as Baillie Gifford’s Private Companies
Specialist team, with all voting members being from different
operational areas of the firm, and the portfolio managers only
receive final valuation notifications once they have been applied.
We revalue the private holdings on a three-month rolling cycle, with
one-third of the holdings reassessed each month. For Baillie Gifford
Shin Nippon, and our other investment trusts, the prices are also
reviewed twice per year by the respective boards and are subject
to the scrutiny of external auditors in the annual audit process.
Recent market volatility has meant that recent pricing has moved
much more frequently than would have been the case with the
quarterly valuations cycle.
Beyond the regular cycle, the valuations committee also monitors
the portfolio for certain ‘trigger events’. These may include
changes in fundamentals, a takeover approach, an intention to
carry out an Initial Public Offering (‘IPO’), company news which is
identified by the valuation team or by the portfolio managers or
changes to the valuation of comparable public companies.
The valuations committee also monitors relevant market indices on
a weekly basis and update valuations in a manner consistent with
our external valuer’s (S&P Global) most recent valuation report
where appropriate. When market volatility is particularly pronounced
the team does these checks daily. Any ad hoc change to the fair
valuation of any holding is implemented swiftly and reflected in the
next published net asset value. There is no delay.

16 Annual Report 2023
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 five pages.
Descente
2.5% 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 predominantly 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.
Roughly 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.
Top Ten
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 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. 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 run by a young and dynamic President who owns a large
stake in the business.
Nakanishi
2.5% of total assets
Nakanishi manufactures dental equipment, specialising in rotary
cutting tools (handpieces), where it is one among the few leading
players globally. Whilst developed economies are fairly mature in
terms of trends in dental health care, there is significant growth
in emerging economies as standards of living rise and hygiene
regulations are tightened. Nakanishi looks particularly well placed
to exploit growth in the Chinese market where it has a leading
market share at the higher end of the market. The company is
very profitable and has had a good record of growth since listing
in 2000. It is also run by the founding Nakanishi family who own
a significant stake in the business, thereby ensuring strong
alignment with minority shareholders.
Shoei
2.5% 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, is able to 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.
TechnoPro
2.5% of total assets
TechnoPro is a technology-focused staffing company. It supplies
engineers to the machinery, electrical, electronics, information
systems, software, biotechnology, construction and energy sectors.
It is well placed to benefit from structural growth drivers such as
the labour shortage in Japan. The IT industry is witnessing severe
shortages of labour and as the leading provider of engineers to
this sector, TechnoPro is well positioned to enjoy strong growth
for many years.
Descente has a heritage in performance sportswear, backed by
research and development.
© 2021 Shutterstock.

Baillie Gifford Shin Nippon PLC 17
Strategic Report
Snow Peak
2.4% of total assets
Snow Peak is Japan’s leading brand of high-end camping items
with a line-up of roughly 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, roughly 1 in 3 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 nearly 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.
MatsukiyoCocokara
2.3% of total assets
MatsukiyoCocokara is a leading drugstore in Japan. It was formed
through the merger of Matsumotokiyoshi, a high end cosmetics
retailer, and Cocokara Fine, a drugstore. The combined entity now
holds among the largest market share by number of stores in
Japan. The integration of both businesses has been progressing
well and there are considerable synergies to be had from joint
procurement and operational rationalisation. The combined entity
has been realising these merger benefits, leading to rising margins.
In addition, the cosmetics business should be a big beneficiary of
inbound tourism whereas the drugstore part should have long-term
structural growth opportunities due to Japan’s demographics.
Snow Peak has a strong reputation within Japan’s camping community and has a dedicated and growing user-base.
© Snow Peak.

18 Annual Report 2023
Optex is a global leader in infrared and laser sensors.
Toyo Tanso
2.2% 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 profi le. This is a
family run business with nearly 30% of the company being held
by the family and related investment vehicles. We think this
ensures strong long-term alignment with minorities.
Lifenet Insurance
2.2% of total assets
Lifenet Insurance is a fast-growing online life insurance business.
It offers plain-vanilla life insurance products and sells predominantly
through its own online platform. Its direct-to-consumer model
allows it to price competitively, potentially an enduring competitive
advantage. Incumbent peers tend to operate people-heavy
distribution channels and are burdened with an ill-fi tting cost base.
Lifenet’s customer centricity is backed by skills and expertise in
systems development. It is a mix between an insurer and an
internet-services business. We think this combination is attractive.
Indeed, third-party businesses in Japan are increasingly keen to
team up with Lifenet. The regulatory environment in Japan makes
it diffi cult for new entrants to write business on their own books,
this is further help for Lifenet. We think Lifenet is an ambitious and
nimble business attacking a huge, rather stale, industry.
Optex
2.1% of total assets
Optex is a global leader in infrared and laser sensors used in areas
such as surveillance systems, intrusion detection and factory
automation. More recently, the company has been successful
in expanding the areas of application for its sensors, a couple
of examples being in remote monitoring of customer facilities
and acceleration sensors that measure how safely people drive
cars (which is then used for calculating insurance premiums for
customers). The number of growing areas of applications for its
sensors means that Optex is well placed to enjoy high growth
rates for many years.
Strategic Report
Toyo Tanso has a leading global share in isotropic graphite used in
renewable energy equipment.

Baillie Gifford Shin Nippon PLC 19
Strategic Report
New Buys
GMO Financial Gate
1.6% of total assets
GMO Financial Gate (‘GMOFG’) is a leading offl ine digital
payments provider. Unlike online digital payments that happen
exclusively over the internet, offl ine digital payments take place
either at a physical store or at IoT enabled terminals like vending
machines, ticketing machines, self-checkout terminals and
automated parking meter s. Offl ine transactions also typically
involve the use of a terminal (card reader, QR code scanner etc.)
that supports a wide range of payment methods like credit/debit
cards, points cards and QR codes. While most payments
companies in Japan operate in the online payments space and
continue to focus all their energies in this area, the offl ine market
has basically been left uncontested. GMOFG has fi lled this gap
and is looking to automate what remains a very large addressable
market, many magnitudes larger than the market for online
payments. Along with offering automated offl ine payments
solutions like transaction processing and terminal sales, GMOFG
has also partnered with VISA and Sumitomo Mitsui Financial
Group (one of Japan’s largest credit card issuers) to build an
alternate offl ine payments network that is low cost and much
faster compared to traditional networks operated by other card
companies. It has also developed a terminal called ‘Stera’ that
operates exclusively on this new network and supports an
extensive range of payment methods. Stera also comes with
an ‘App Store’ style option for merchants from where they can
download and install seamlessly a range of applications that
help them with things like inventory management and electronic
invoicing . As part of the GMO group, GMOFG has a very strong
edge in terms of being part of the GMO ecosystem and can offer
end-to-end solutions to the considerable client base of the GMO
Group. The company has been growing rapidly and given all the
attractions mentioned above, growth here could be sustained for
many years to come.
GMO Financial Gate is a leading offl ine digital payments provider.
Avex
1.4% of total assets
Avex is one of the largest music entertainment businesses
in Japan. The company has a proven record in discovering
domestic artists and managing and developing their careers.
It has successfully promoted several million-record selling artists
in Japan. Avex is now expanding in other related areas such as
visual software and targeting overseas markets. The pandemic
has severely disrupted the business as no live events or shows
have been held for at least a couple of years. Management have
sold some assets to strengthen their balance sheet and have also
managed to sell some of their treasury shares to longstanding
shareholder and business partner CyberAgent. This has resulted
in a signifi cant net cash position on Avex’s balance sheet. As the
pandemic-era restrictions are removed, we should see a strong
snap back in sales and profi t growth for Avex, and along with its
rock-solid balance sheet, we feel the company could be in prime
position to invest aggressively to further strengthen its competitive
position. The founder is still involved in the business as the Chair
owns about 7% of the company, and the rest of the management
team are longstanding Avex employees, so overall there appears
to be strong alignment.
Nittoku
1.0% of total assets
Nittoku is a leading global manufacturer of coil winding system s.
Its coil winding machines enjoy a high global market share
percentage and the overall industry is characterised by a rational
oligopoly. Coils are used in a number of attractive end markets,
the most prominent of which are the automotive industry and
mobile handsets. In automotive, there is a long standing trend
of motorising parts like windows and doors all of which require
an increasing number of coils. However, the most important
development is the move to electric vehicles. EVs rely on large,
complex coils in the car engine itself. Given Nittoku’s expertise
in high quality coil winding the company should see increased
demand from automobile OEMs. In mobile handsets, we can
observe a similar trend: a 5G handset uses far more advanced
coils than a 4G handset. With consumers slowly switching over
to better mobile phones we see a very long growth runway for
Nittoku.
Avex has successfully promoted several million-record selling
artists in Japan.

20 Annual Report 2023
Strategic Report
JEPLAN
0.9% of total assets
JEPLAN is a private company that has developed a proprietary
chemical recycling technology for polyethylene terephthalate
( ‘PET ’) plastics. This technology can also be extended to recycling
apparels. JEPLAN’s technology is the only production-proven
chemical recycling method that has been certifi ed by the USFDA.
Chemical recycling is superior to existing and conventional
mechanical recycling. It removes signifi cant amounts of impurities
from recycled materials thereby generating high grade virgin PET
that is far superior to that generated by conventional mechanical
recycling. Chemical recycling is also more energy effi cient,
environmentally friendly and scalable than existing mechanical
recycling methods. Following an independent external audit,
JEPLAN claim that their patented chemical recycling process
contributes to as much as a 45% reduction in greenhouse gases
relative to mechanical recycling. While the price of chemically
recycled virgin PET is not yet competitive versus mechanical
recycled PET, JEPLAN aims to achieve parity in 3–5 years through
additional capacity additions and further process improvements.
JEPLAN already boasts of an impressive client list that includes
the likes of Coca -Cola Japan, Uniqlo, Snow Peak, Nestlé Japan,
Kirin, Suntory and Kao, to name a few. The global market for
recycled PET is sizeable and JEPLAN currently only has a tiny
share, so there should be many years of growth ahead for the
company. It is a founder run company and the two co-founders
own roughly a third of the shares between them.
SpiderPlus
0.8% of total assets
SpiderPlus is aiming to digitise Japan’s construction industry.
The company provides architectural drawing and construction site
management software. Foremen on construction sites can use
SpiderPlus’ SaaS offering to save signifi cant time previously spent
on administrative duties. SpiderPlus is led by a founder with a
background in the construction industry and the company is
characterised by a closeness to their customers and a keen
desire to solve their problems. The overall construction market in
Japan is massive but IT spend is a tiny fraction of this, meaning
that Spider Plus potentially has a very long growth runway. Given
this opportunity set, management are unsurprisingly pursuing
sales growth and are willing to incur temporary losses.
JEPLAN’s chemical plastic recycling is more energy effi cient, environmentally friendly and scalable than existing mechanical recycling methods.

Baillie Gifford Shin Nippon PLC 21
Investment Changes
Valuation at
31 January 2022
£’000
Net acquisitions/
(disposals)
£’000
Appreciation/
(depreciation)
£’000
Valuation at
31 January 2023
£’000
Equities:
Consumer Discretionary
#
108,563 (1,541) 20 107,042
Consumer Staples 31,854 3,920 6,693 42,467
Communication Services 33,786 8,077 1,046 42,909
Financials 33,470 (3,140) 8,300 38,630
Healthcare 57,670 (4,808) (9,774) 43,088
Industrials
#
177,349 9,307 (366) 186,290
Information Technology 135,188 17,328 (15,111) 137,405
Materials 14,158 2,306 (828) 15,636
Real Estate 18,819 (3,635) (2,729) 12,455
Total investments 610,857 27,814 (12,749) 625,922
Net liquid assets
* 32,897 (24,429) (924) 7,544
Total assets 643,754 3,385 (13,673) 633,466
Bank loans (91,102) (49) 3,138 (88,013)
Shareholders’ Funds 552,652 3,336 (10,535) 545,453
* See Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
#
During the year MSCI reclassified Crowdworks from Consumer Discretionary to Industrials. The valuation at 31 January 2022 has been restated to reflect this. See disclaimer
on page 75.
Kohoku Kogyo
0.7% of total assets
Kohoku Kogyo is a leading global manufacturer of lead terminals
for aluminium electrolytic capacitors and optical isolators for
undersea cables. The company enjoys a high market share in
both aluminium electrolytic capacitators and optical isolators.
Lead terminals are used in a variety of end products, from home
appliances to electric vehicles. The main growth driver is in
battery electric vehicles, which require 2–4x as many capacitors
as internal combustion engine vehicles. Given the higher
requirements and premium nature of the product, these lead
terminals are 5–7x as profitable as more commoditised terminals.
The optical isolator segment is buoyed by significant investment
in undersea cables to improve global internet connectivity. This is
pursued by both national governments as well as private players
such as Alphabet and Meta.
I-ne
0.5% of total assets
I-ne is a small Osaka-based cosmetics company founded by a
young entrepreneur who owns nearly 70% of the business. The
company’s main area of focus is female hair care and for a young
company, it already boasts a very high market share and brand
recognition. Despite being introduced over five years ago and in a
market that is very competitive and saturated with similar products,
I-ne’s hair care range has continued to grow at a high rate since
launch. Interestingly, some of the newer products they have
launched are growing at an even faster pace. The company
makes extensive use of AI-driven data analytics, all of which have
been developed in-house, to gather market intelligence and user
feedback which they then feed into their product development
process. We believe the company has good growth prospects
given its unique product development model and a proven track
record of developing hit products on a reasonably consistent basis.
Strategic Report

22 Annual Report 2023
Strategic Report
Baillie Gifford Statement on Stewardship
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 our holdings to be ambitious and focus their
investments on long-term value creation. We understand
that it is easy 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
holdings away from destructive financial engineering towards
activities that create genuine economic and stakeholder value
over the long run. We are happy that our value will often be in
supporting management when others don’t.
A Constructive and Purposeful Board
We believe that boards play a key role in supporting corporate
success and representing the interests of all capital providers.
There is no fixed formula, but it is our expectation that boards
have the resources, information, cognitive and experiential
diversity they need to fulfil these responsibilities. We believe that
good governance works best when there are diverse skillsets and
perspectives, paired with an inclusive culture and strong
independent representation able to assist, advise and
constructively challenge 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 genuine long-term alignment
with external capital providers. We are accepting of significant
payouts 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 all enterprises to
maintain strong relationships with all stakeholders – employees,
customers, suppliers, regulators and the communities they exist
within. We do not believe in one-size-fits-all policies and recognise
that operating policies, governance and ownership structures may
need to vary according to circumstance. Nonetheless, we believe
the principles of fairness, transparency and respect should be
prioritised at all times.
Sustainable Business Practices
We believe an entity’s long-term success is dependent on
maintaining its social licence to operate and look for holdings
to work within the spirit and not just the letter of the laws and
regulations that govern them. We expect all holdings to consider
how their actions impact society, both directly and indirectly and
encourage the development of thoughtful environmental practices.
Climate change, environmental impact, social inclusion, tax and
fair treatment of employees should be addressed at board level,
with appropriately stretching policies and targets focused on the
relevant material dimensions. Boards and senior management
should understand, regularly review and disclose information
relevant to such targets publicly, alongside plans for ongoing
improvement.

Baillie Gifford Shin Nippon PLC 23
Strategic Report
Baillie Gifford Statement on Stewardship 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 two examples
below demonstrate our stewardship approach through constructive, ongoing engagement.
Outsourcing
Outsourcing is a staffing company focused on the manufacturing
and IT sectors. Outsourcing came under scrutiny in 2021 after
accounting irregularities were revealed at a major consolidated
subsidiary. We have had a number of engagements with the
company since that time to better understand the context for the
internal failures in controls and to encourage management and
the board to improve not just processes but also the cultural
elements that created the conditions for the fraudulent behaviour.
We have been encouraged by their progress, and this year was
notable for two reasons. The first is their decision to change their
governance to an internationally recognised board-with-three-
committees structure. This places them within a select cohort of
approximately 2.5% of quoted companies in Japan (as of 2022).
The second is their observation that as a result of an externally
facilitated board evaluation, they discovered that there were
differences in the information available to internal and external
directors. This led to a rethink about how they increase the
external directors’ understanding of the business and facilitate
their involvement in important internal meetings. These are both
helpful indications that not only is the company pursuing proactive
changes to address the specifics of the 2021 controversy, the
second and third-order effects are improving governance overall,
in line with a company whose governance must mature as its
business does.
Istyle
Istyle operates in a range of cosmetic beauty segments. They run
a beauty portal, a marketing business, e-commerce sites and a
staffing business for salons. Ahead of their 2022 AGM we engaged
with the company to discuss board independence, their deal with
Amazon and emissions reporting. Board independence has been a
recurring topic of conversation and we were encouraged that they
intended to appoint a new non-Japanese, female outside director
in 2022. They were particularly interested in someone who can
bring expertise in diversity and support women’s progression within
the company. This recruitment was delayed due to the Amazon
deal, but they expected it to proceed in 2023. On the recent
convertible bond deal with Amazon, board positions and
independence were also discussed, as granting Amazon a seat
on the board would have impacted the independence. Lastly,
the discussion covered Istyle’s approach to emissions reporting.
They are currently exploring the ways in which they impact the
environment and are undertaking various sustainability initiatives.
The meeting provides an illustrative example of how our
engagements build year on year and evolve and develop in
line with a company’s development and market context.

24 Annual Report 2023
Portfolio Weightings
*
Relative to comparative index
Consumer
Discretionary
Consumer
Staples
Financials
Industrials
Healthcare
Information
Technology
Energy
Real Estate
Communication
Services
Utilities
Materials
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%
6.6%
16.9%
2023
2022
Real Estate
Materials
Communication
Services
17.0%
4.9%
5.2%
9.0%
27.5%
21.0%
2.2%
2.9%
5.1%
6.8%
6.2%
6.7%
29.3%
21.8%
2.5%
2.0%
1.2%
0
10
25 35
52015
30
Private
Company
01020304050607080
Tokyo
Growth
Tokyo
Prime
Tokyo
Standard
Net Liquid
Assets
3.0%
74.8%
2.6%
78.0%
9.0%
4.9%
12.0%
9.4%
1.2%
5.1%
0
30 8010 20 40
2023
2022
50 60 70
Industry Listings
†
* Source: Baillie Gifford/StatPro and relevant underlying index providers. See disclaimer on page 75 and Glossary of Terms and Alternative Performance Measures
on pages 76 and 77.
#
During the year MSCI reclassified Crowdworks from Consumer Discretionary to Industrials. The valuation at 31 January 2022 has been restated to reflect this.
See disclaimer on page 75.
†
On 4 April 2022, the Tokyo Stock Exchange reorganised its five market segments into three: the Prime Market for global companies, the Standard Market,
and the Growth Market for companies with high growth potential. The 2022 figures have been restated to reflect this.
5–10 years
2–5 years
<2 years
>10 years
40200 10
% of portfolio
30
Holding Period
Distribution of Total Assets
Strategic Report

Baillie Gifford Shin Nippon PLC 25
Name Business
2023
Value
£’000
% of
total
assets
Absolute
†
performance
%
2022
Value
£’000
Litalico Provides employment support and learning support
services for people with disabilities 17,296 2.7 (10.3) 17,425
Nakanishi Dental equipment 16,153 2.5 32.7 8,378
Shoei Manufactures motor cycle helmets 15,876 2.5 11.8 14,971
Descente Manufactures athletic clothing 15,573 2.5 (2.4) 17,512
TechnoPro IT staffing 15,571 2.5 36.7 14,269
Snow Peak Designs and manufactures outdoor lifestyle goods 14,943 2.4 (10.2) 17,097
MatsukiyoCocokara Retail company 14,731 2.3 61.5 11,067
Toyo Tanso Electronics company 14,181 2.2 38.6 5,301
Lifenet Insurance Online life insurance 13,364 2.2 98.5 4,690
Optex Infrared detection devices 13,314 2.1 37.3 5,606
Raksul Inc Internet based services 12,867 2.0 (27.2) 14,841
Torex Semiconductor Semiconductor company 12,857 2.0 (0.1) 14,020
eGuarantee Guarantees trade receivables 12,543 2.0 26.1 10,002
Katitas Real estate services 12,455 2.0 (10.7) 18,818
Sho-Bond Infrastructure reconstruction 12,445 2.0 8.7 16,518
Tsugami Manufacturer of automated machine tools 12,250 1.9 8.0 14,359
GA Technologies Interactive media and services 11,594 1.8 29.1 6,282
OSG Manufactures machine tool equipment 11,135 1.8 0.1 9,915
Nifco Value-added plastic car parts 10,574 1.7 (0.6) 10,837
Cybozu Develops and markets internet and intranet application
software for businesses 10,534 1.7 80.7 8,817
Top 20 270,256 42.8
Megachips Electronic components 10,209 1.6 (35.7) 16,415
GMO Financial Gate Face-to-face payment terminals and processing services 10,181 1.6 31.7
#
–
Cosmos Pharmaceuticals Drugstore chain 9,900 1.6 (13.9) 8,942
Yonex Sporting goods 9,828 1.6 72.2 5,497
Harmonic Drive Robotic components 9,342 1.5 (5.8) 9,715
Tsubaki Nakashima Industrial machinery 9,069 1.4 (20.6) 11,275
Avex Entertainment management and distribution 8,960 1.4 65.5
#
–
Kamakura Shinso Information processing company 8,937 1.4 102.7 3,455
Noritsu Koki Holding company with interests in biotech and
agricultural products 8,886 1.4 24.2 9,440
Asahi Intecc Specialist medical equipment 8,774 1.4 12.0 3,984
Iriso Electronics Specialist auto connectors 8,500 1.4 (8.5) 8,590
Kumiai Chemical Specialised agrochemicals manufacturer 8,200 1.3 10.2 5,986
Nihon M&A Center M&A advisory services 7,907 1.2 (28.2) 9,201
Anest Iwata Manufactures compressors and painting machines 7,852 1.2 12.6 6,658
Peptidream Drug discovery and development platform 7,829 1.2 (5.1) 6,844
Horiba Manufacturer of measuring instruments 7,775 1.2 (3.0) 9,719
Infomart Internet platform for restaurant supplies 7,751 1.2 (39.0) 12,525
Kitanotatsujin Online retailer 7,492 1.2 46.4 5,212
KH Neochem Chemical manufacturer 7,436 1.2 (6.6) 8,172
GMO Payment Gateway Online payment processing 7,351 1.2 18.0 12,520
Seria Discount retailer 7,120 1.1 (2.8) 5,533
Outsourcing Employment placement services 7,076 1.1 (24.9) 8,423
Wealthnavi Digital robo wealth-management 7,074 1.1 (16.0) 8,795
Weathernews Weather information services 6,935 1.1 (11.1) 7,705
Enechange IT service management company 6,922 1.1 (30.7) 7,581
Jeol Manufacturer of scientific equipment 6,878 1.1 (40.1) 19,044
Inter Action Semiconductor equipment 6,813 1.1 (26.3) 6,193
List of Investments at 31 January 2023
Strategic Report
†
Absolute performance (in sterling terms) has been calculated on a total return basis over the period 1 February 2022 to 31 January 2023.

26 Annual Report 2023
Name Business
2023
Value
£’000
% of
total
assets
Absolute
†
performance
%
2022
Value
£’000
SIIX Out-sources overseas production 6,579 1.0 6.2 5,448
MonotaRO Online business supplies 6,552 1.0 2.1 10,499
Bengo4.com Online legal consultation 6,488 1.0 (45.9) 8,883
Nabtesco Robotic components 6,449 1.0 4.8 8,622
Nittoku Coil winding machine manufacturer 6,403 1.0 34.6
#
–
JEPLAN
Chemical PET recycling
5,653 0.9 (6.6)
#
–
Gojo & Company Inc Class D
Preferred
Diversified financial services 5,650 0.9 7.3 5,266
Crowdworks Crowd sourcing services 5,481 0.9 75.3 2,903
Shima Seiki Machine industry company 5,402 0.9 9.3 1,082
Kitz Industrial valve manufacturer 5,352 0.8 23.9 4,520
SpiderPlus Construction project management platform 5,347 0.8 (28.1)
#
–
Spiber
Synthetic spider silk
5,131 0.8 (27.9) 7,116
Nikkiso Industrial pumps and medical equipment 5,017 0.8 19.4 3,730
Poletowin Pitcrew Game testing and internet monitoring 4,948 0.8 (8.9) 5,399
Nippon Ceramic Electronic component manufacturer 4,882 0.8 (0.9) 5,246
WDB Holdings Human resource services 4,465 0.7 (21.9) 5,953
Kohoku Kogyo Manufacturer of lead terminals for aluminium electrolytic
capacitors and optical isolators for undersea cables 4,374 0.7 (6.5)
#
–
Pigeon Baby care products 4,171 0.7 (8.4) 3,742
Freakout Holdings Digital marketing technology 4,097 0.6 5.7 3,309
Demae-Can Online meal delivery service 3,947 0.6 (44.3) 1,942
M3 Online medical services 3,454 0.5 (22.0) 5,733
I-ne Hair care range 3,111 0.5 24.3
#
–
Calbee Branded snack foods 3,062 0.5 9.8 2,891
oRo Develops and provides enterprise planning software 2,991 0.5 (21.5) 5,341
Daikyonishikawa Automobile part manufacturer 2,837 0.4 3.8 3,529
Akatsuki Mobile games developer 2,833 0.4 (14.0) 4,732
Brainpad Business data analysis 2,472 0.4 (36.5) 4,604
Locondo E-commerce services provider 2,401 0.4 (12.7) 3,722
Moneytree K.K. Class B Preferred
AI based fintech platform
2,312 0.4 (45.4) 4,234
Istyle Beauty product review website 1,516 0.2 149.3 2,383
Broadleaf Online platform for buying car parts 1,292 0.2 26.3 2,930
Total investments 625,922 98.8
Net liquid assets* 7,544 1.2
Total assets 633,466 100.0
Bank loans (88,013) (13.9)
Shareholders’ funds 545,453 86.1
†
Absolute performance (in sterling terms) has been calculated on a total return basis over the period 1 February 2022 to 31 January 2023.
Source: Baillie Gifford/StatPro and relevant underlying index data providers. See disclaimer on page 75.
#
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 76 and 77.
Past performance is not a guide to future performance.
Strategic Report

Baillie Gifford Shin Nippon PLC 27
Name
% of
total assets
Toyo Tanso 2.2
Optex 2.1
Torex Semiconductor 2.0
Tsugami 1.9
OSG 1.8
Nifco 1.7
Megachips 1.6
Harmonic Drive 1.5
Iriso Electronics 1.4
Tsubaki Nakashima 1.4
Kumiai Chemical 1.3
KH Neochem 1.2
Horiba 1.2
Anest Iwata 1.2
Inter Action 1.1
Jeol 1.1
Nittoku 1.0
Nabtesco 1.0
Shima Seiki 0.9
JEPLAN
0.9
Nikkiso 0.8
Spiber
0.8
Kitz 0.8
Nippon Ceramic 0.8
Kohoku Kogyo 0.7
Daikyonishikawa 0.4
Total 32.8
Niche Manufacturers
Portfolio by Investment Theme at 31 January 2023
Name
% of
total assets
Shoei 2.5
Descente 2.5
Snow Peak 2.4
Yonex 1.6
Pigeon 0.7
Calbee 0.5
I-ne 0.5
Akatsuki 0.4
Total 11.1
Name
% of
total assets
Nakanishi 2.5
MatsukiyoCocokara 2.3
Cosmos Pharmaceuticals 1.6
Noritsu Koki 1.4
Asahi Intecc 1.4
Peptidream 1.2
WDB Holdings 0.7
Total 11.1
Global Brands Healthcare
Name
% of
total assets
TechnoPro 2.5
Sho-Bond 2.0
Avex 1.4
Nihon M&A Center 1.2
Outsourcing 1.1
Seria 1.1
SIIX 1.0
Poletowin Pitcrew 0.8
oRo 0.5
Total 11.6
Online Disruptors Outsourcing/Services
Name
% of
total assets
Lifenet Insurance 2.2
eGuarantee 2.0
Katitas 2.0
GA Technologies 1.8
Wealthnavi 1.1
Gojo & Company Inc Class D
Preferred 0.9
SpiderPlus 0.8
Total 10.8
Real Estate and Financials
Net liquid assets represent 1.2% of total assets. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
Unlisted holding (private company).
Strategic Report
Name
% of
total assets
Litalico 2.7
Raksul 2.0
Cybozu 1.7
GMO Financial Gate 1.6
Kamakura Shinso 1.4
Kitanotatsujin 1.2
GMO Payment Gateway 1.2
Infomart 1.2
Weathernews 1.1
Enechange 1.1
MonotaRO 1.0
Bengo4.com 1.0
Crowdworks 0.9
Demae-Can 0.6
Freakout Holdings 0.6
M3 0.5
Moneytree K.K. Class B
Preferred 0.4
Brainpad 0.4
Locondo 0.4
Broadleaf 0.2
Istyle 0.2
Total 21.4

28 Annual Report 2023
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
(loss)/earnings
per ordinary share
p
Ongoing
charges
‡
%
Gearing
¶
%
Potential
gearing
§
%
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
2023 9,617 3,490 1.11 0.74 15 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 76 and 77.
¶
Borrowings at book value less all cash and cash equivalents divided by shareholders’ funds. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
§
Borrowings at book value divided by shareholders’ funds. See Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
Source: Baillie Gifford.
Cumulative Performance (taking 2013 as 100)
At
31 January
Net asset value
per share
^
Share
price
Comparative
index **
2013 100 100 100
2014 146 146 117
2015 162 143 133
2016 204 200 147
2017 273 267 199
2018 399 411 233
2019 375 382 214
2020
409 380 235
2021 547 544 247
2022 416 389 237
2023 411 354 250
Compound annual returns
5 year 0.6% (2.9%) 1.5%
10 year 15.2% 13.5% 9.6%
^
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 76 and 77.
** 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 75.
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
Premium/
(discount)
#
%
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)
2023 633,466 88,013 545,453 173.7 158.8 (8.6)
*
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 76 and 77.
#
(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 76 and 77 .
Source: Refinitiv/Baillie Gifford and relevant underlying index providers. See disclaimer on page 75.
Strategic Report

Baillie Gifford Shin Nippon PLC 29
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
Chair in 2015. Mr Donaldson is president of James Donaldson
& Sons Limited, an independent Fife based timber merchants,
having previously been chair since 1985. Formerly the chair 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.
Professor Sethu Vijayakumar
Professor Vijayakumar was appointed Director in 2018. He is
the Professor of Robotics at the University of Edinburgh and
the (Founding) 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.
Claire EC Finn
Claire Finn was appointed a Director in 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 currently the
Chair of UBS Asset Management Life Limited, and 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 Chair
of the Audit Committee. Jamie is a chartered 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

30 Annual Report 2023
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 a director of Kintail
Trustees Limited, the corporate trustee of The Robertson Trust
charity.
Abigail E Rotheroe
Abigail was appointed to the Board in 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. In her most recent role as Investment Director of
Snowball Impact Management which she left in August 2022,
she developed their leading approach to impact measurement
and responsible investing. She is also a non-executive director
of HydrogenOne Capital Growth plc and Templeton Emerging
Markets Investment Trust plc.
The Directors listed above were in office during the year to
31 January 2023 and remained in office as at 21 March 2023.
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 £227 billion at 17 March 2023.
Based in Edinburgh, it is one of the leading privately owned
investment management firms in the UK, with 51 partners and
a staff of around 1,880.
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.

Baillie Gifford Shin Nippon PLC 31
The Directors present their Report together with the audited Financial
Statements of the Company for the year to 31 January 2023.
Corporate Governance
The Corporate Governance Report is set out on pages 35 to 38
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 2023 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 2022, 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
Directors’ Report
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 good long-term investment
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 29 and 30.
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. Mr MN Donaldson will retire from
the Board at the conclusion of the Annual General Meeting in
May 2023.
Following formal 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 2023 and up to the date of approval of this report.
The Company maintains Directors’ and Officers’ Liability Insurance.
Governance Report

32 Annual Report 2023
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 in line with the Objective and
Investment Policy.
Share Capital
Capital Structure
The Company’s capital structure (excluding treasury shares)
consists of 314,152,485 ordinary shares of 2 pence each at
31 January 2023 (2022 – 314,252,485 ordinary shares of
2 pence each). At 31 January 2023, 100,000 shares were held
in treasury (2022 – nil). 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 67.
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 2023. 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 2023.
Name
No. of ordinary
2p shares held at
31 January 2023
%
of issue
Rathbone Investment Management Ltd 15,715,107 5.0
1607 Capital Partners LLC 15,704,513 5.0
There have been no further notifications of major interests in the
Company’s shares intimated up to 21 March 2023.
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
£2,094,807.06 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 £628,504.96 representing 10% of the issued
share capital of the Company as at 11 March 2022. Such
authorities will expire at the conclusion of the Annual General
Meeting to be held on 17 May 2023.
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 £2,094,140.47. This amount
represents 33.33% of the nominal value of the issued share
capital excluding treasury shares at 17 March 2023 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
£628,304.97 (representing 10% of the issued ordinary share
capital of the Company excluding treasury shares as at 17 March
2023). The authorities sought in Resolutions 11 and 12 will
continue until the conclusion of the Annual General Meeting to
be held in 2024 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 Dir
ectors 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 2023 the Company issued no shares.
Between 1 February and 17 March 2023 the Company issued no
further shares.
100,000 shares were held in treasury as at 17 March 2023.
Governance Report

Baillie Gifford Shin Nippon PLC 33
Market Purchases of Own Shares by the Company
At the last Annual General Meeting, the Company was granted
authority to purchase up to 47,106,447 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 2024.
100,000 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.
Adoption of New Articles of Association
Resolution 15, which will be proposed as a special resolution,
seeks shareholder approval to adopt new Articles of Association
(the ‘New Articles’) in order to update the Company’s current
Articles of Association (the ‘Existing Articles’). The proposed
amendments being introduced in the New Articles primarily relate
to changes in law and regulation and developments in market
practice since the Existing Articles were adopted, and principally
include:
— provisions enabling the Company to hold wholly virtual
shareholder meetings using electronic means (as well as
physical shareholder meetings or hybrid meetings);
— amendments in response to the requirements of the
Alternative Investment Fund Managers Directive (2011/61/EU)
(as adopted into UK law by virtue of the European Union
(Withdrawal) Act 2018);
— amendments in response to the introduction of international
tax regimes (notably FATCA and the Common Reporting
Standard) requiring the exchange of information with tax
authorities;
— simplifying the procedure in respect of untraced shareholders
by removing the requirement for the Company to publish
newspaper advertisements;
— provisions to enable the Company to hold shareholder
meetings across two (or more) physical locations in the event
that all shareholders cannot be accommodated in a single
physical location on the day of a meeting;
— expanding the circumstances under which the chair of a
shareholder meeting may adjourn the meeting without the
consent of the meeting, including where the health, safety or
wellbeing of those entitled to attend would be put at risk by
their attendance at the meeting;
— provisions which require all Directors to retire at each AGM
(and, if they wish, to offer themselves for re-election) in line
with the recommended corporate governance regime in the
UK, and provisions dealing with the potential situation
whereby no Directors are re-elected at an AGM;
— a provision which would enable a Director to be removed from
office if all of the other Directors so resolve;
— increasing the cap on the aggregate of all fees which may be
paid to Directors to £250,000 per annum; and
— updating the payment provisions for dividends to include the
use of any approved funds transfer system and to enable the
Company to specify which payment method(s) will be used by
the Company in respect of any dividend.
A summary of the principal amendments being introduced in the
New Articles is set out in the appendix to the AGM Notice (see
pages 69 and 70). Other amendments, which are of a minor,
technical or clarifying nature, have not been summarised in the
appendix.
Governance Report

34 Annual Report 2023
Shareholder Information
While the New Articles (if adopted) would permit shareholder
meetings to be conducted using electronic means, the Directors
have no present intention of holding a virtual-only meeting. These
provisions will only be used where the Directors consider it is in
the best of interests of shareholders for hybrid or virtual-only
meetings to be held. Nothing in the New Articles will prevent the
Company from holding physical shareholder meetings.
The full terms of the proposed amendments to the Company’s
Articles of Association are available on the national storage
mechanism (data.fca.org.uk/#/nsm/nationalstoragemechanism),
at the offices of Dickson Minto W.S., Level 13, Broadgate Tower,
20 Primrose Street, London EC2A 2EW between the hours of
9.00am and 5.00pm (Saturdays, Sundays and public holidays
excepted), and on the Company’s website, shinnippon.co.uk
from the date of the AGM Notice until the close of the AGM, and
will also be available for inspection at the venue of the AGM from
15 minutes before and during the AGM.
Proposed Changes to the Company’s Objective and Policy
As noted on pages 7 and 8 the Company is proposing to amend
its investment objective and policy to make a number of,
principally, stylistic changes which will also help to clarify some
potential unintended ambiguities in the current wording and to
align investment horizons with the Managers’. The Board is
taking a prudent approach to these changes and is treating them,
in aggregate, as a material change. Therefore, in accordance with
the Listing Rules, the proposed amendments are subject to
shareholder approval in Resolution 14 in the Notice of Annual
General Meeting.
Resolutions
Resolution 14 and 15 comprise the special business to be
proposed at the Annual General Meeting and all the remaining
resolutions comprise the ordinary business.
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
(see note above).
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
A formal tender process was carried out by the Company’s Audit
Committee. Following this process, the Board has approved the
proposed appointment of Johnston Carmichael LLP as Auditor
for the financial year commencing 1 February 2023. Johnston
Carmichael LLP has expr
essed its willingness to be appointed
Auditor to the Company. The appointment is subject to shareholder
approval at the Annual General Meeting to be held on 17 May
2023 and resolutions concerning Johnston Carmichael LLP’s
appointment and remuneration will be submitted to the Annual
General Meeting. The Board extends its appreciation to KPMG
LLP for its services as Auditor.
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 21 March 2023.
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.
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 167,500 shares,
representing approximately 0.05% of the current issued share
capital of the Company.
On behalf of the Board
M Neil Donaldson
Chair
21 March 2023

Baillie Gifford Shin Nippon PLC 35
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 39). 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
The Board comprises six Directors, all of whom are non-executive.
The Board appoints the Managers and Secretaries and approves
the terms of the investment management agreement. It has a
number of matters reserved for its approval including strategy,
investment policy, currency hedging, gearing, share buy back
and issuance policy, treasury matters, dividend and corporate
governance policy. A separate meeting devoted to strategy is
held each year. The Board also reviews the financial statements,
investment transactions, revenue budgets and investment
performance. Full and timely information is provided to the
Board to enable the Board to function effectively and to allow
Directors to discharge their responsibilities. The Chair is
responsible for organising the business of the Board, ensuring
its effectiveness and setting its agenda. Following the retirement
of Mr MN Donaldson at the conclusion of the Annual General
Meeting, Mr J Skinner will become the Chair. Mr KJ Troup
will replace Mr J Skinner as the Audit Committee Chair. 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. Professor S Vijayakumar is 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 29 and 30.
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.
The Board is not controlled by long serving Directors.
Policy on Tenure of the Chair
The Board recognises the importance of an independent and
effective chair. In the absence of exceptional circumstances, the
Chair will retire at the Annual General Meeting following the ninth
anniversary of his appointment. Mr MN Donaldson will retire from
the Board at the conclusion of the Annual General Meeting in
May 2023.
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 4 2 1
AE Rotheroe 4 2 1
MR Somerset Webb
†
1 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.
†
MR Somerset Webb retired from the Board at the conclusion of the
Annual General Meeting held in May 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.

36 Annual Report 2023
Nomination Committee
The Nomination Committee consists of the whole Board due to
the small size of the Board. Ms AE Rotheroe was appointed the
Chair of the Nomination Committee with effect from 1 February
2023. 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.
Board Diversity
Diversity Policy
Appointments to the Board are made on merit and based on
objective criteria, including the promotion of diversity of gender,
social and ethnic backgrounds, and cognitive and personal
strengths. The priority in succession planning and appointing new
Directors is to identify candidates with the best range of skills and
experience to complement those of the existing Directors, with a
view to ensuring that the Board remains well placed to help the
Company achieve its investment and governance objectives.
The following disclosures are provided in respect of the FCA Listing
Rules targets that: i) 40% of a board should be women; ii) at least
one senior role should be held by a woman; and iii) at least one
board member should be from a non-white ethnic background,
as defined by the Office of National Statistics (ONS) criteria.
The Company has chosen to disclose compliance with the targets
outlined in the FCA Listing Rules ahead of the deadline which will
come into effect for the financial year ending 31 January 2024.
The breakdown of gender diversity and ethnic background on the
Board is shown below.
Number of
Board Members
Percentage of
the Board
Men 4 66.7%
Women 2 33.3%
On the retirement of Mr MN Donaldson in May 2023 the Board
will be 60% male and 40% female, meeting the FCA gender
diversity target.
Number of
Board Members
Percentage of
the Board
White British or Other White
(including minority white groups) 5 83.3%
Asian/Asian British 1 16.7%
The Board meets the FCA Listing Rules target relating to one
Director being from an ethnic minority background as well as the
target for a woman holding a senior role on the Board (Ms AE
Rotheroe is the Chair of the Nomination Committee). As an
externally managed investment company with no chief executive
officer (CEO) or chief financial officer (CFO), the Board considers
the Chair of the Audit Committee and Nomination Committee to
be senior roles in addition to the roles of Senior Independent
Director and Board Chair identified as such by the FCA.
The Committee’s terms of reference are available on request from
the Company and on the Company’s website: shinnippon.co.uk.
Board Composition
The Committee reviewed the composition of the Board during the
year in consideration of succession planning and developing a
diverse pipeline. Mr MN Donaldson will stand down from the
Board at the Annual General Meeting in May 2023.
Performance Evaluation
An appraisal of the Chair, each Director and a performance
evaluation and review of the Board as a whole and its Committees
was carried out on 11 November 2022. The Chair and each
Director completed a performance evaluation questionnaire. Each
Director had an interview with the Chair and the Directors
reviewed the Chair’s performance.
The appraisals and evaluations considered amongst other criteria
the balance of skills of the Board, training and development
requirements, the contribution of individual Directors and the
overall effectiveness of the Boards and its Committees. Following
this process it was concluded that there was a diverse range of
skills within the Board and that the performance of each Director,
the Chair, the Board and its Committees continues to be effective
and each Director remains committed to the Company.
A review of the Chair’s and other Directors’ commitments was
carried out on 11 November 2022 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 41 to 43.
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 39 and 40.
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
Governance Report

Baillie Gifford Shin Nippon PLC 37
Company in accordance with the FRC guidance ‘Guidance on
Risk Management, Internal Control and Related Financial and
Business Reporting’ issued in September 2014.
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 75),
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, the Directors have undertaken a
rigorous review of the Company’s ability to continue as a going
concern.
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 over recent months due to
macroeconomic and geopolitical concerns including rising interest
rates, inflation and the Russia-Ukraine conflict. The Board has
reviewed the results of specific leverage and liquidity stress
testing, but does not believe the Company’s going concern status
is affected. Stress tests are applied to the portfolio to identify the
commitment leverage of the Company in two scenarios: (i) gross
assets reduce by 25%; and (ii) gross assets reduce by 50%.
Stress tests are also performed to determine the impact on
revenue earnings per share as a result of an increase and
decrease in projected portfolio income of 25%.
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. Subsequent to the year end on 3 March
2023, a new secured ¥2,000 million three year revolving credit
facility 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 59. As at 31 January 2023, the Company had a net
current liability of £36.2 million primarily as a result of the ¥7,000
million three year loan with ING Bank N.V., London Branch, which
is due to mature on 27 November 2023. 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.
Governance Report

38 Annual Report 2023
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 set out in the
Viability Statement on page 10, 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.
The Chair 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 22 and 23 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 74.
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 73% 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 will 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
Chair
21 March 2023

Baillie Gifford Shin Nippon PLC 39
Audit Committee Report
The Audit Committee consists of all Directors with the exception of
the Chair, 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, Chair
of the Committee, is a Chartered Accountant.
Following the retirement of Mr MN Donaldson on 17 May 2023,
Mr J Skinner will be Chair of the Board and Mr KJ Troup will be
Chair of the Audit Committee. Mr KJ Troup 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 95.8% of total assets.
Quoted Investments
The majority of the investments are in quoted securities and
market prices are readily available from independent external
pricing sources. The Committee reviewed Baillie Gifford’s Report
on Internal Controls which details the controls in place regarding
the recording and pricing of investments.
The Managers agreed the prices of all the quoted investments at
31 January 2023 to external price sources and the holdings were
agreed to confirmations from the Company’s Custodian.
Unlisted (Private Company) Investments
The Committee reviewed the Managers’ valuation approach for
investments in unlisted (private) companies (as described on page
55) and approved the valuations of the unlisted investments
following a detailed review of the valuation of each investment and
relevant challenge where appropriate. The Managers agreed the
holdings in certificated form to confirmations from the Company’s
custodian and holdings of uncertificated unlisted investments
were agreed to confirmations from the relevant investee
companies.
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.
Internal Controls and Risk Management
The Committee reviewed the effectiveness of the Company’s risk
management and internal controls systems as described on
pages 36 and 37. No significant weaknesses were identified in
the year under review.
Governance Report

40 Annual Report 2023
Governance Report
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
2023 the proposed audit fee was £55,000 and there were
no non-audit fees for the year to 31 January 2023 (2022 – nil).
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 director/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 Fensom, the current audit director has held this role since 2022.
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 director 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
The Committee acknowledges the rise of external audit fees
across the industry. The increase in fees is being driven by a
number of factors including an ever-increasing regulatory burden,
new auditing standards, the significant volume of work required to
deliver a high quality audit, cost inflation and a challenging labour
market.
The Audit Committee undertook a formal audit tender process for
external audit services for the financial year to 31 January 2024
onwards (a tender process had previously been conducted during
the year to 31 January 2017). In January 2023, invitations to
tender were sent out to a short-list of audit firms, including two
from outside the ‘Big 4’, to tender. KPMG LLP, the current auditor,
was included in that list and invited to tender.
The invitations to tender included selection criteria including
industry experience, credentials and relevant experience of
the proposed audit team, audit approach, quality assurance,
independence and governance and fees. The invitations included
the tender timetable and information required for the firm’s
proposal documents and presentations.
Three of the firms submitted written tender documents which
the Committee reviewed. The three firms then presented at an
additional Audit Committee meeting. Following the presentations
the Committee proposed two firms to the Board for consideration
with a recommendation that Johnston Carmichael LLP be
appointed auditor. The Board subsequently agreed to appoint
Johnston Carmichael LLP as external auditor, effective for the
financial year ending 31 January 2024. A resolution is being put
to shareholders at the Annual General Meeting being held on
17 May 2023 (see Notice of Meeting on page 66).
Accountability and Audit
The respective responsibilities of the Directors and the Auditor
in connection with the Financial Statements are set out on
pages 44 to 49.
On behalf of the Board
Jamie Skinner
Audit Committee Chair
21 March 2023

Baillie Gifford Shin Nippon PLC 41
Directors’ Remuneration Report
This report has been prepared in accordance with the
requirements of the Companies Act 2006.
Statement by the Chair
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.
No changes are proposed to the policy and an ordinary resolution
for the approval of the Remuneration Policy will be put to the
members at the forthcoming Annual General Meeting on
17 May 2023.
The Board reviewed the level of fees during the year and it was
agreed that from 1 February 2022 the fee for the Chair would
increase to £42,000, the Directors’ fees would increase to
£28,000 and the additional fee for the Chair of the Audit
Committee would be increased to £4,000. From 1 February
2023 it was agreed that the additional fee for the Chair of the
Nomination Committee would be £1,000. 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.
As part of the wider refreshment of the Articles of Association,
the Board is seeking shareholders’ approval at the forthcoming
Annual General Meeting to increase the aggregate annual limit,
which has not changed since 2018, to £250,000 to
accommodate the possibility of a temporary increase in the
number of Directors as a result of Board refreshment and with
a view to creating suitable headroom for future increases in fee
levels. Your attention is drawn to Resolution 15 in the Notice of
Annual General Meeting on page 67.
The basic and additional fees payable to Directors in respect of
the year ended 31 January 2023 and the expected fees payable
in respect of the year ending 31 January 2024 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 2024
£
Fees as at
31 Jan 2023
£
Chair’s fee 42,000 42,000
Non-executive Director fee 28,000 28,000
Additional fee for Chair of the
Audit Committee 4,000 4,000
Additional fee for Chair of the Nomination
Committee 1,000 –
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) 250,000 200,000
Governance Report

42 Annual Report 2023
Governance Report
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 45.
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
2023
Fees
£
2023
Taxable
benefits *
£
2023
Total
£
2022
Fees
£
2022
Taxable
benefits *
£
2022
Total
£
MN Donaldson (Chair) 42,000 – 42,000 37,500 – 37,500
CEC Finn (appointed 1 November 2021) 28,000 1,681 29,681 6,250 – 6,250
AE Rotheroe (appointed 1 March 2022) 25,667 961 26,628 – – –
J Skinner 32,000 – 32,000 28,500 – 28,500
MR Somerset Webb (retired 12 May 2022) 7,969 – 7,969 25,000 – 25,000
KJ Troup 28,000 – 28,000 25,000 – 25,000
S Vijayakumar 28,000 – 28,000 25,000 – 25,000
191,636 2,642 194,278 147,250 – 147,250
* 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.
Annual Percentage Change in Remuneration
This represents the annual percentage change in the total
remuneration paid to the Directors.
Name
% change
from 2022
to 2023
% change
from 2021
to 2022
% change
from 2020
to 2021
MN Donaldson (Chair) 12.0 – 8.7
CEC Finn
(appointed 1 November 2021) 374.9
* n/a* –
AE Rotheroe
(appointed 1 March 2022) n/a
* – –
J Skinner 12.3 (0.1) 14.5
MR Somerset Webb
(retired 12 May 2022) (68.1)
* – 6.1
KJ Troup
(appointed 1 March 2020) 12.0 9.1 n/a
*
S Vijayakumar 12.0 – 8.7
* These percentage movements reflect the Directors’ retirement/
appointment in the period.
Directors’ Interests (audited)
Name
Nature
of interest
Ordinary 2p
shares held at
31 Jan 2023
Ordinary 2p
shares held at
31 Jan 2022
MN Donaldson Beneficial 100,000 100,000
CEC Finn Beneficial 10,000 –
AE Rotheroe Beneficial 10,000 –
J Skinner Beneficial 17,500 17,500
MR Somerset Webb Beneficial n/a 17,785
KJ Troup Beneficial 30,000 25,000
S Vijayakumar – – –
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. MR Somerset Webb retired from the Board at
the AGM on 12 May 2022. AE Rotheroe was appointed to the Board
on 1 March 2022. There have been no other changes in the Directors’
interests up to 21 March 2023.

Baillie Gifford Shin Nippon PLC 43
Governance Report
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, 99.4% were in
favour, 0.5% were against and votes withheld were 0.1%. 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
The table below shows the actual expenditure during the year
in relation to Directors’ remuneration and distributions to
shareholders.
2023
£’000
2022
£’000
Change
%
Directors’ remuneration 194 145 31.9
Share buy-backs 154 – n/a
Directors’ Service Details
Name
Date of
appointment
Due date for
re-election
MN Donaldson* 1 August 2014 –
S Vijayakumar 1 September 2018 AGM in 2023
J Skinner 7 December 2018 AGM in 2023
KJ Troup 1 March 2020 AGM in 2023
CEC Finn 1 November 2021 AGM in 2023
AE Rotheroe 1 March 2022 AGM in 2023
* MN Donaldson will retire from the Board at the AGM on 17 May 2023.
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 2013)
Cumulative to 31 January
Source: Refinitiv/Baillie Gifford and relevant underlying index providers.
See disclaimer on page 75.
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 76 and 77.
†
The comparative index is the MSCI Japan Small Cap Index (total return and in
sterling terms). See disclaimer on page
75 .
2013 20142016 2018 2022 20232015 2017 2018 2020 2022
0
600
300
200
100
400
500
Past performance is not a guide to future performance.
Approval
The Directors’ Remuneration Report on pages 41 to 43 was
approved by the Board of Directors and signed on its behalf
on 21 March 2023.
M Neil Donaldson
Chair

44 Annual Report 2023
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
Chair
21 March 2023
Governance Report

Baillie Gifford Shin Nippon PLC 45
Financial Report
1.
Our opinion is unmodified
We have audited the financial statements of Baillie
Gifford Shin Nippon PLC (“the Company”) for the year
ended 31 January 2023 which comprise the Income
Statement, Balance Sheet, Statement of Changes in
Equity, Cash Flow Statement 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
Comp
any’s affairs as at 31 January 2023 and of its
loss for the year then ended;
—
have been properly prepared in accordance with UK
ac
c
ounting standards, including FRS 102
The
Financial Reporting Standard applicable in the UK
and Republic of Ireland
; and
—
have been prepared in accordance with the
requi
r
ements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs (UK)”)
and applicable law. Our responsibilities 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 committee.
We were
first
appointed as auditor by the shareholders
on 18 May 2017. The period of total uninterrupted
engagement is for the six financial years ended 31
January 2023. We have fulfilled our ethical
responsibilities under, and we remain independent of
the Company in accordance with, UK ethical
requirements 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
Independent
auditor’s report
Independent
to the members of Baillie Gifford Shin Nippon PLC
Overview
Materiality:
F
inancial
statements as a
whole
£6.35m (2022:£6.46m)
1% (2022: 1%) of Total Assets
Key audit matters
vs 2022
Recurring risks
Ca
rrying
amount
of
quo
of quoof
ted
investments
◄►

46 Annual Report 2023
Financial Report
2.
Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financ
ial
statements
and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, incl
udi
ng those
which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the eff
ort
s of the
engagement team. We summarise below the key audit matter (unchanged from 2022) in arriving at our audit opinion above, toget
her
with our key audit procedures to address this matter and, as required for public interest entities, our results from those pr
oce
dures. This
matter was addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, o
ur
audit of
the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and
we
do not
provide a separate opinion on this matter.
The risk
Our response
Carrying amount of quoted
investments
(£607.2 million; 2022: £594.2 million)
Refer to page 39 (Audit Committee
Report), page 54 (accounting policy)
and note 8 on page 57 (financial
disclosures).
Low risk, high value:
The Company’s portfolio of quoted
investments makes up 95.5% (2022: 91.9%)
of the Company’s total assets (by value) and
is one of the key drivers of results. We do
not consider these investments to be at a
high risk of significant misstatement, or to
be subject to a significant level of
judgement because they comprise liquid,
quoted investments. However, due to their
materiality in the context of the financial
statements 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
completing our audit.
We
performed the
detailed
tests
below
rather
than
seeking
to
rely
on
any
of
the
Company’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 100% of the level 1
quoted investments in the portfolio to
externally quoted prices; and;
—
Enquiry of custodians:
Agreeing 100% of the
level 1 quoted investment holdings in the
portfolio to independently received third party
confirmations from investment custodians;
Our results
—
We found the carrying amount of the level 1
quoted investments to be acceptable (2022:
acceptable).
Total Assets
£635.9m (2022: £647.0m)
Materiality
£6.35m (2022: £6.46m)
£6.35m
Whole financial
statements
materiality
(2022 £6.46m)
£4.7m
Performance materiality
(2022: £4.8m)
£317k
Misstatements
reported
to the
audit committee (2022: £323k)
Total Assets
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 £6.35m (2022: £6.46m), determined with
reference to a benchmark of total assets, of which it
represents 1% (2022: 1%).
In line with our audit methodology, our procedures
on individual account balances and disclosures were
performed to a lower threshold, performance
materiality, 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.
Performance materiality was set at 75% (202: 75%) of
materiality for the financial statements as a whole,
which equates to £4.7m (2022: £4.8m). We applied
this percentage in our determination of performance
materiality because we did not identify any factors
indicating an elevated level of risk.
We agreed to report to the Audit Committee any
corrected or uncorrected identified misstatements
exceeding £317k (2022: £323k), in addition to other
identified misstatements that warranted reporting
on qualitative grounds.
Our audit of the Company was undertaken to the
materiality level specified above and was performed by a
single audit team.
The scope of the audit work performed was predominately
substantive as we did not rely on the Company’s internal
control over financial reporting.

Baillie Gifford Shin Nippon PLC 47
Financial Report
4.
Going concern
The Directors have prepared the financial statements on the
going concern basis as they do not intend to liquidate the
Company or to cease their operations, and as they have
concluded that the Company’s financial position means that this
is realistic. They have also concluded that there are no material
uncertainties that could have cast significant doubt over their
ability to continue as a going concern for at least a year from the
date of approval of the financial statements (“the going concern
period”).
We used our knowledge of the Company, its industry, and the
general economic environment to identify the inherent risks to
its business model and analysed how those risks might affect the
Company’s financial resources or ability to continue operations
over the going concern period. The risks that we considered most
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
investments and the implications for the Company’s debt
covenants;
—
the liquidity of the investment portfolio and its ability to
meet 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
projected cash and liquid investment position.
We considered whether the going concern disclosure in note 1 to
the financial statements gives a full and accurate description of
the Directors’ assessment of going concern, including the
identified risks and related sensitivities.
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
statements is appropriate;
—
we have not identified, and concur with the Directors’
assessment that there is not, a material uncertainty related
to events or conditions that, individually or collectively, may
cast significant doubt on the Company's ability to continue
as a going concern for the going concern period;
—
we have nothing material to add or draw attention to in
relation to the Directors’ statement in note 1 to the
financial statements on the use of the going concern basis of
accounting with no material uncertainties that may cast
significant doubt over the Company’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 statement under the Listing Rules set out on
page 37 is materially consistent with the financial
statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the
above conclusions are not a guarantee that the Company 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 commit fraud or provide an opportunity
to commit fraud. Our risk assessment procedures included:
—
enquiring of Directors as to the Company’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 Administrator / Investment Manager and the
Company’s investment custodian ; and
—
reading Board and Audit Committee minutes.
As required by auditing standards, we perform procedures to
address the risk of management override of controls, in particular
to the risk that management may be in a position to make
inappropriate accounting entries
and the risk of bias in
accounting estimates such as valuation of the unquoted
investments.
We evaluated the design and implementation of the
controls over journal entries and other adjustments and made
inquiries of the Administrator about inappropriate or unusual
activity relating to the processing of journal entries and other
adjustments. Based on these procedures, we selected journal
entries for testing, examining appropriate supporting
documentation for the selected entries, which included some
manual journals falling below the Administrator’s journal
approver threshold and material post
-
closing journal entries.
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 manipulation.
We did not identify any significant unusual transactions or
additional fraud risks.
Identifying and responding to risks of material misstatement
related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably
be expected to have a material effect on the financial statements
from our general commercial and sector experience and through
discussion with the Directors and the Investment Manager/
Administrator (as required by auditing standards) and discussed
with the Directors the policies and procedures regarding
compliance with laws and regulations. As the Company is
regulated, our assessment of risks involved gaining an
understanding of the control environment including the entity’s
procedures for complying with regulatory requirements.
The potential effect of these laws and regulations on the financial
statements varies considerably.
Firstly, the Company is subject to laws and regulations that
directly affect the financial statements including financial
reporting legislation (including related companies legislation),
distributable profits legislation, and its qualification as an
Investment Trust under UK taxation legislation, any breach of
which could lead to the Company losing various deductions and
exemptions from UK corporation tax, and we assessed the extent
of compliance with these laws and regulations as part of our
procedures on the related financial statement items.

48 Annual Report 2023
Financial Report
5.
Fraud and breaches of laws and regulations
–
ability to
detect (continued)
Identifying and responding to risks of material misstatement due
to fraud
Secondly, the Company is subject to many other laws and
regulations where the consequences of non
-
compliance could
have a material effect on amounts or disclosures in the financial
statements, 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 company
legislation recognising the financial and regulated nature of the
Company’s activities and its legal form. Auditing standards limit
the required audit procedures to identify non
-
compliance with
these laws and regulations to enquiry of the Directors and the
Administrator 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 limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with
auditing standards. For example, the further removed non
-
compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely
the inherently limited procedures required by auditing standards
would identify it.
In addition, as with any audit, there remained a higher risk of
non
-
detection of fraud, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect
material misstatement. We are not responsible for preventing
non
-
compliance or fraud and cannot be expected to detect non
-
compliance 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 information
presented in the Annual Report together with the financial
statements. Our opinion on the financial statements does
not cover the other information 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 information and, in
doing so, consider whether, based on our financial
statements audit work, the information therein is
materially misstated or inconsistent with the financial
statements or our audit knowledge. Based solely on that
work we have not identified material misstatements in the
other information.
Strategic report and directors’ report
Based solely on our work on the other information:
—
we have not identified material misstatements in the
strategic report and the directors’ report;
—
in our opinion the information given in those reports for the
financial year is consistent with the financial statements; and
—
in our opinion those reports have been prepared in
accordance with the Companies 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
Companies 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 emerging and principal risks and the viability
statement, and the financial statements and our audit
knowledge.
Based on those procedures, we have nothing material to add or
draw attention to in relation to:
—
the Directors’ confirmation within the Viability Statement on
pa
ge 10 that they have carried out a robust assessment of the
emerging and principal risks facing the Company, including
those that would threaten its business model, future
performance, solvency and liquidity;
—
the Emerging and Principal Risks disclosures describing these
ri
sks and how emerging risks are identified, and explaining
how they are being managed and mitigated; and
—
the Directors’ explanation in the Viability Statement of how
th
ey 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 statement as to whether
they have a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as they
fall due over the period of their assessment, including any
related disclosures drawing attention to any necessary
qualifications or assumptions.
We are also required to review the Viability Statement, set out on
page 10 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.
Our work is limited to assessing these matters in the context of
only the knowledge acquired during our financial statements
audit. As we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were
made, the absence of anything to report on these statements is
not a guarantee as to the Company’s longer
-
term viability.

Baillie Gifford Shin Nippon PLC 49
Financial Report
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 statements and our
audit knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements
and our audit knowledge:
—
the Directors’ statement that they consider that the annual
report and financial statements 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;
—
the section of the annual report describing the work of the
Audit Committee, including the significant issues that the
audit committee considered in relation to the financial
statements, 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 management and
internal control systems.
We are required to review the part of Corporate Governance
Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code specified by the
Listing Rules for our review.
We have nothing to report in these respects.
7.
We have nothing to report on the other matters on which
we are required to report by exception
Under the Companies Act 2006, we are required to report to you
if, in our opinion:
—
adequate accounting records have not been kept by the
pa
r
ent Company, or returns adequate for our audit have not
been received from branches not visited by us; or
—
the parent Company financial statements and the part of the
Dire
c
tors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
—
certain disclosures of directors’ remuneration specified by
l
aw
are not made; or
—
we have not received all the information and explanations
w
e r
equire for our audit.
We have nothing to report in these respects.
8.
Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 44, the
Directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair
view; 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; 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 statements 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 material if, individually or
in aggregate, they could reasonably be expected to influence the
economic 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
re
sponsibilities
This report is made solely to the Company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the
Company’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Gary Fensom
(Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EG
21 March 2023

50 Annual Report 2023
Income Statement
For the year ended 31 January
Notes
2023
Revenue
£’000
2023
Capital
£’000
2023
Total
£’000
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
Losses on investments 8 – (12,749) (12,749) – (182,288) (182,288)
Currency gains 13 – 2,214 2,214 – 4,612 4,612
Income 2 9,617 – 9,617 7,436 – 7,436
Investment management fee 3 (3,154) – (3,154) (4,048) – (4,048)
Other administrative expenses 4 (679) – (679) (684) – (684)
Net return before finance costs
and taxation 5,784 (10,535) (4,751) 2,704 (177,676) (174,972)
Finance costs of borrowings 5 (1,332) – (1,332) (1,064) – (1,064)
Net return before taxation 4,452 (10,535) (6,083) 1,640 (177,676) (176,036)
Tax on ordinary activities 6 (962) – (962) (744) – (744)
Net return after taxation 3,490 (10,535) (7,045) 896 (177,676) (176,780)
Net return per ordinary share 7 1.11p (3.35p) (2.24p) 0.29p (56.95p) (56.66p)
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 54 to 65 are an integral part of the Financial Statements.
Financial Report

Baillie Gifford Shin Nippon PLC 51
Financial Report
Balance Sheet
The accompanying notes on pages 54 to 65 are an integral part of the Financial Statements.
As at 31 January
Notes
2023
£’000
2023
£’000
2022
£’000
2022
£’000
Fixed assets
Investments held at fair value through profit or loss 8 625,922 610,857
Current assets
Debtors 9 3,047 2,604
Cash and cash equivalents 18 6,946 33,505
9,993 36,109
Creditors
Amounts falling due within one year 10 (46,154) (3,212)
Net current (liabilities)/assets (36,161) 32,897
Total assets less current liabilities 589,761 643,754
Creditors
Amounts falling due after more than one year 11 (44,308) (91,102)
Net assets 545,453 552,652
Capital and reserves
Share capital 12 6,285 6,285
Share premium account 13 260,270 260,270
Capital redemption reserve 13 21,521 21,521
Capital reserve 13 257,719 268,408
Revenue reserve 13 (342) (3,832)
Shareholders’ funds 545,453 552,652
Net asset value per ordinary share 14 173.6p 175.9p
The Financial Statements of Baillie Gifford Shin Nippon PLC (Company Registration Number SC093345) on pages 50 to 65 were approved and
authorised for issue by the Board and were signed on its behalf on 21 March 2023.
M Neil Donaldson
Chair

52 Annual Report 2023
Statement of Changes in Equity
The accompanying notes on pages 54 to 65 are an integral part of the Financial Statements.
For the year ended 31 January 2023
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 2022 6,285 260,270 21,521 268,408 (3,832) 552,652
Ordinary shares bought back into treasury 13 – – – (154) – (154)
Net return on ordinary activities after taxation 13 – – – (10,535) 3,490 (7,045)
Shareholders’ funds at 31 January 2023 6,285 260,270 21,521 257,719 (342) 545,453
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
Financial Report

Baillie Gifford Shin Nippon PLC 53
Financial Report
The accompanying notes on pages 54 to 65 are an integral part of the Financial Statements.
Cash Flow Statement
For the year ended 31 January
2023
£’000
2023
£’000
2022
£’000
2022
£’000
Cash flows from operating activities
Net return on ordinary activities before taxation (6,083) (176,036)
Net losses on investments 12,749 182,288
Currency gains (2,214) (4,612)
Finance costs of borrowings 1,332 1,064
Overseas withholding tax (892) (677)
Increase in debtors, accrued income and prepaid expenses (681) (591)
Increase/(decrease) in creditors 27 (220)
Cash inflow from operations 4,238 1,216
Interest paid (1,292) (982)
Net cash inflow from operating activities 2,946 234
Cash flows from investing activities
Acquisitions of investments (137,003) (132,308)
Disposals of investments 108,576 90,619
Net cash outflow from investing activities (28,427) (41,689)
Shares issued – 31,995
Ordinary shares bought back into treasury and stamp duty thereon (154) –
Bank loans repaid – –
Bank loans drawn down – 32,667
Net cash (outflow)/inflow from financing activities (154) 64,662
(Decrease)/increase in cash and cash equivalents (25,635) 23,207
Exchange movements (924) (140)
Cash and cash equivalents at 1 February 33,505 10,438
Cash and cash equivalents at 31 January
* 6,946 33,505
* Cash and cash equivalents represent cash at bank and deposits repayable on demand.

54 Annual Report 2023
1 Principal Accounting Policies
The Fina ncial Statements for the year to 31 January 2023 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 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. Subsequent to the year end, on
3 March 2023, a new ¥2,000 million 3 year revolving credit facility
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 59. As at 31 January 2023, the Company had a net
current liability of £36.2 million primarily as a result of the ¥7,000
million three year loan with ING Bank N.V., London Branch, which
is due to mature on 27 November 2023.
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.
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, as
set out in the Viability Statement on page 10, 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 July 2022 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 55
Financial Report
2 Income
2023
£’000
2022
£’000
Income from investments
Listed overseas dividends 9,617 7,436
Total income 9,617 7,436
Total income comprises
Dividends from financial assets designated at fair value through profit or loss 9,617 7,436
Total income 9,617 7,436
(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
57 and 58.
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 significance of this estimate has
increased over the year with the increase in private company
investments from 2.6% of total assets to 3.0% (see note 8). 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 quoted
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).
Fair value estimates are cross-checked to alternative estimation
methods where possible to improve the robustness of the
estimates. The risk of an over or under estimation of fair values is
greater when methodologies are applied using more subjective
inputs.

56 Annual Report 2023
3 Investment Management Fee – all charged to revenue
2023
£’000
2022
£’000
Investment management fee 3,154 4,048
Details of the Investment Management Agreement are set out on page 31. 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
2023
£’000
2022
£’000
General administrative expenses 429 502
Directors’ fees (see Directors’ Remuneration Report on page 42) 192 147
Auditor’s remuneration (statutory audit of the Company’s Financial Statements)
*
58 35
679 684
*
The audit fee for the year to 31 January 2023 was £55,000. Audit fees of £3,000 related to the year to 31 January 2022 audit.
5 Finance Costs of Borrowings
2023
£’000
2022
£’000
Interest on bank loans 1,332 1,064
The bank loan interest disclosed includes £37,000 paid (2022 – £48,000) in respect of yen deposits held at the custodian bank.
6 Tax on Ordinary Activities
2023
£’000
2022
£’000
Analysis of charge in year
Overseas taxation (charged to revenue) 962 744
Factors affecting tax charge for year
The tax assessed for the year is higher (2022 – higher) than the standard rate of corporation tax in the
UK of 19% (2022 – 19%)
The differences are explained below:
Net loss on ordinary activities before taxation (6,083) (176,036)
Net return on ordinary activities multiplied by the standard rate of corporation tax in the UK of 19%
(2022 – 19%) (1,156) (33,447)
Effects of:
Capital returns not taxable 2,002 33,759
Income not taxable (1,827) (1,413)
Overseas withholding tax 962 744
Taxable losses in year not utilised 981 1,101
Total tax charge for the year 962 744
As an investment trust, the Company’s capital gains are not subject to tax.
At 31 January 2023 the Company had a potential deferred tax asset of £11,118,000 (2022 – £9,811,000) 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% (2022 – 25%). 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 57
Financial Report
7 Net Return per Ordinary Share
2023
Revenue
2023
Capital
2023
Total
2022
Revenue
2022
Capital
2022
Total
Net loss on ordinary
activities after taxation 1.11p (3.35p) (2.24p) 0.29p (56.95p) (56.66p)
Revenue return per ordinary share is based on the net revenue gain on ordinary activities after taxation of £3,490,000 (2022 – gain of
£896,000) and on 314,222,074 ordinary shares (2022 – 311,992,773) 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 £10,535,000 (2022 – net capital loss of £177,676,000)
and on
314,222,074 ordinary shares (2022 – 311,992,773 ) 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 2023
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Quoted equities 607,176 – – 607,176
Unlisted securities – – 18,746 18,746
Total financial asset investments 607,176 – 18,746 625,922
As at 31 January 2022
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Quoted equities 594,241 – – 594,241
Unlisted securities – – 16,616 16,616
Total financial asset investments 594,241 – 16,616 610,857
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 54 and 55.

58 Annual Report 2023
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.
Quoted
securities
£’000
Unlisted
securities
†
£’000
Total
£’000
Cost of investments held at 1 February 2022 541,710 14,086 555,796
Investment holding gains at 1 February 2022 52,531 2,530 55,061
Value of investments held at 1 February 2022 594,241 16,616 610,857
Analysis of transactions during the year:
Purchases at cost 130,166 6,055 136,221
Sales proceeds received (108,407) – (108,407)
Losses on investments (8,824) (3,925) (12,749)
Fair value of investments held at 31 January 2023 607,176 18,746 625,922
Cost of investments held at 31 January 2023 545,085 20,141 565,226
Investment holding gains at 31 January 2023 62,091 (1,395) 60,696
Fair value of investments held at 31 January 2023 607,176 18,746 625,922
†
The unlisted security investments include holdings of preference shares in Moneytree K.K. and Gojo & Company, and ordinary shares in Spiber
and JEPLAN.
The company received £108,407,000 (2022 – £91,154,000) from investments sold in the year. The book cost of these investments when
they were purchased was £126,791,000 (2022 – £68,662,000). 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 £55,000 (2022 – £53,000 ) and £38,000 (2022 – £47,000)
respectively.
Of the loss on sales during the year of £18,384,000 (2022 – gains of £22,492,000), a net loss of £6,101,000 (2022 – net gain of
£30,616,000) was included in the investment holding gains at the previous year end.
2023
£’000
2022
£’000
Net losses on investments
(Losses)/gains on sales (18,384) 22,492
Changes in investment holding gains 5,635 (204,780)
(12,749) (182,288)
The loss on sales of £18,384,000 and increase in investment holding gains of £5,635,000 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 59
Financial Report
9 Debtors
2023
£’000
2022
£’000
Accrued income 2,566 1,941
Sales for subsequent settlement 366 535
Other debtors and prepayments 115 128
3,047 2,604
The debtors above are stated at amortised cost which is a reasonable approximation to fair value.
10 Creditors – amounts falling due within one year
2023
£’000
2022
£’000
Purchases for subsequent settlement 1,230 2,012
Bank loans 43,705 –
Other creditors and accruals 1,219 1,200
46,154 3,212
Included in creditors is £825,000 (2022 – £835,000) 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
2023
£’000
2022
£’000
Bank loans 44,308 91,102
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 £49,000 (2022 – £36,000).
Borrowing facilities
At 31 January 2023
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 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.
Subsequent to the year end, on 3 March 2023, the Company drew down a new secured ¥2,000 million 3 year revolving credit facility
from ING Bank N.V.
The covenants during the year relating to the ING Bank N.V. loans 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.

60 Annual Report 2023
12 Share Capital
2023
Number
2023
£’000
2022
Number
2022
£’000
Allotted and fully paid ordinary shares of 2p each 314,152,485 6,283 314,252,485 6,285
Treasury shares of 2p each 100,000 2 – –
314,252,345 6,285 314,252,485 6,285
At 31 January 2023 the Company had authority to buy back 47,006,447 shares. 100,000 shares were bought back during the year (2022 – nil).
Share buy-backs are funded from the capital reserve.
During the year the Company issued no shares on a non pre-emptive basis (2022 – 12,960,000 shares for net proceeds of £31,380,000).
Between 1 February and 17 March 2023 the Company did not buy back or issue any 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 2022 6,285 260,270 21,521 268,408 (3,832) 552,652
Shares purchased for treasury – – – (154) – (154)
Net loss on disposal of investments – – – (18,384) – (18,384)
Changes in investment holding gains – – – 5,635 – 5,635
Exchange differences on bank loans – – – 3,138 – 3,138
Exchange differences on settlement
of investment transactions – – – (749) – (749)
Other exchange differences – – – (175) – (175)
Net revenue return for the year – – – – 3,490 3,490
At 31 January 2023 6,285 260,270 21,521 257,719 (342) 545,453
The capital reserve includes investment holding gains of £60,696,000 (2022 – gains of £55,061,000) 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:
2023 2022
Net asset value/shareholders’ funds
†
£545,453,000 £552,652,000
Number of ordinary shares in issue at year end
* 314,152,485 314,252,485
Shareholders’ funds per ordinary share/net asset value per ordinary share
(after deducting borrowings at book value)
†
173.6p 175.9p
†
See Glossary of Terms and Alternative Performance Measures on pages 76 and 77.
* Excluding shares held in treasury.
Financial Report

Baillie Gifford Shin Nippon PLC 61
Financial Report
15 Contingent Liabilities, Guarantees and Financial Commitments
There were no contingent liabilities, guarantees or financial commitments at either year end.
16 Analysis of Change in Net Debt
31 January
2022
£’000
Cash
Flows
£’000
Exchange
Movement
£’000
Other
non-cash
changes
£’000
31 January
2023
£’000
Cash and cash equivalents 33,505 (25,635) (924) – 6,946
Loans due within one year – – – (43,705) (43,705)
Loans due in more than one year (91,102) – 3,138 43,656 (44,308)
(57,597) (25,635) 2,214 (49) (81,067)
17 Related Party Transactions
The Directors’ fees for the year are detailed in the Directors’ Remuneration Report on page 42. 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 2023 are detailed in the Directors’ Remuneration Report on page 42.
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 quoted 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.

62 Annual Report 2023
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 2023
Investments
£’000
Cash and
deposits
£’000
Bank
loans
£’000
Other debtors
and creditors
£’000
Net
exposure
£’000
Yen 625,922 6,886 (88,013) 1,463 546,258
Total exposure to currency risk 625,922 6,886 (88,013) 1,463 546,258
Sterling – 60 – (865) (805)
625,922 6,946 (88,013) 598 545,453
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) (608) 552,652
Currency Risk Sensitivity
At 31 January 2023, 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 £54,626,000 (2022 – £55,342,000). 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 2023 is shown below. There was no significant
change to the interest rate risk profile during the year.
Financial Assets
2023
Fair value
£’000
2023
Weighted
average
interest rate
2022
Fair value
£’000
2022
Weighted
average
interest rate
Cash:
Yen 6,886 (0.40%) 33,445 (0.39%)
Sterling 60 nil 60 nil
6,946 33,505
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 63
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:
2023
Book value
£’000
2023
Weighted
average
interest rate
2023
Weighted
average period
until maturity
2022
Book value
£’000
2022
Weighted
average
interest rate
2022
Weighted
average period
until maturity
Bank loans:
Yen denominated – fixed rate 88,013 1.4% 16 months 91,102 1.4% 28 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 25 and 26. In addition, various analyses of the portfolio by industrial sector,
exchange listing, holding period and investment theme are shown on pages 24 and 27.
Quoted Securities
111.3% of the Company’s net assets are invested in Japanese quoted equities (2022 – 107.5%). A 10% increase in quoted equity valuations at
31 January 2023 would have increased total net assets and net return on ordinary activities after taxation by £60,718,000 (2022 – £59,424,000).
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
3.4% of the Company’s net assets are invested in Japanese unlisted securities (2022 – 3.0%). A 20% increase in unlisted security valuations
at 31 January 2023 would have increased total net assets and net return on ordinary activities after taxation by £3,749,000 (2022 – £3,323,000).
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).

64 Annual Report 2023
18 Financial Instruments and Risk Management (continued)
Liquidity Risk (continued)
The maturity profile of the Company’s financial liabilities at 31 January was:
2023
£’000
2022
£’000
In less than one year:
– repayment of loan 43,723 –
– accumulated interest 1,178 1,069
In more than one year but not more than five years:
– repayment of loan 44,348 91,208
– accumulated interest 541 1,781
89,790 94,058
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 2023 and 2022, 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:
2023
£’000
2022
£’000
Cash and deposits 6,946 33,505
Debtors 2,941 2,498
9,887 36,003
None of the Company’s financial assets are past due or impaired.
Financial Report

Baillie Gifford Shin Nippon PLC 65
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.
2023
Book
value
£’000
2023
Fair *
value
£’000
2022
Book
value
£’000
2022
Fair *
value
£’000
Fixed rate yen bank loans 88,013 87,725 91,102 91,174
* 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 37 and 38 and pages 8 to 10, respectively. The Company ha
s the ability to buy back and issue shares (see pages 32 and 33) 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.
19 Transactions with the Investment Manager
The management fee due to Baillie Gifford and Co Limited is set out in note 3 on page 56 and the amount accrued at 31 January 2023 is set
out in note 10 on page 59. Details of the Investment Management Agreement are set out on page 31.

66 Annual Report 2023
Notice of Annual General Meeting
Notice is hereby given that the thirty eighth 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 Wednesday, 17 May 2023 at 9.15am for the
purpose of considering and, if thought fit, passing the following
resolutions, of which Resolutions 1 to 11 and 14 will be proposed
as ordinary resolutions and Resolutions 12, 13 and 15 will be
proposed as special resolutions.
Resolutions 14 and 15 comprise the special business to be
proposed and all the remaining resolutions comprise the ordinary
business.
1. To receive and adopt the Financial Statements of the
Company for the year ended 31 January 2023 with the
Reports of the Directors and of the Independent Auditor
thereon.
2 To approve the Directors’ Remuneration Policy.
3. To approve the Directors’ Annual Report on Remuneration for
the year ended 31 January 2023.
4. To re-elect Ms CEC Finn as a Director of the Company.
5. To re-elect Ms AE Rotheroe as a Director of the Company.
6. To re-elect Mr J Skinner as a Director of the Company.
7. To re-elect Mr KJ Troup as a Director of the Company.
8. To re-elect Professor S Vijayakumar as a Director of the
Company.
9. To appoint Johnston Carmichael 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 £2,094,140.47 (representing 33.33% of the
nominal value of the issued share capital excluding treasury
shares as at 17 March 2023), 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 12 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:
(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 £628,304.97 being
approximately 10% of the nominal value of the issued
share capital excluding treasury shares of the Company
as at 17 March 2023.
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 Wednesday, 17 May 2023 at 9.15am.
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 67
Shareholder Information
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 47,091,457, 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.
14. That the revised Objective and Policy set out on pages
7 and 8 of the Annual Report and Financial Statements of
the Company for the year ended 31 January 2023, a copy
of which has been produced to the meeting and signed by
the Chair for the purpose of identification, be and is hereby
adopted as the Objective and Policy of the Company, to the
exclusion of all previous investment policies of the Company.
15. That the Articles of Association produced to the meeting and
signed by the Chair of the meeting for the purposes of
identification be approved and adopted as the Articles of
Association of the Company in substitution for, and to the
exclusion of, the existing Articles of Association with effect
from the conclusion of the meeting.
By order of the Board
Baillie Gifford & Co Limited
Managers and Secretaries
11 April 2023
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.

68 Annual Report 2023
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 17 March 2023 (being the last practicable date prior to
the publication of this notice) the Company’s issued share
capital consisted of 314,152,485 ordinary shares excluding
treasury shares, carrying one vote each. Therefore, the total
voting rights in the Company as at 17 March 2023 were
314,152,485 votes.
15. Any person holding 3% or more of the total voting rights of
the Company who appoints a person other than the Chair
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.
17. The full terms of the proposed amendments to the
Company’s Articles of Association are available on the
national storage mechanism (data.fca.org.uk/#/nsm/
nationalstoragemechanism), at the offices of Dickson Minto
W.S., Level 13, Broadgate Tower, 20 Primrose Street, London
EC2A 2EW between the hours of 9.00am and 5.00pm
(Saturdays, Sundays and public holidays excepted) and on
the Company’s website, shinnippon.co.uk, from the date
of the AGM Notice until the close of the AGM, and will also
be available for inspection at the venue of the AGM from
15 minutes before and during the AGM.
Shareholder Information

Baillie Gifford Shin Nippon PLC 69
Shareholder Information
Summary of the Principal Amendments to the
Company’s Articles of Association
Set out below is a summary of the principal amendments which
will be made to the Company’s Existing Articles through the
adoption of the New Articles if Resolution 15 to be proposed at
the AGM, is approved by shareholders.
This summary is intended only to highlight the principal
amendments which are likely to be of interest to shareholders.
It is not intended to be comprehensive and cannot be relied upon
to identify amendments or issues which may be of interest to all
shareholders. This summary is not a substitute for reviewing the
full terms of the New Articles which will be available for inspection
on the national storage mechanism (data.fca.org.uk/#/nsm/
nationalstoragemechanism), at the offices of Dickson Minto
W.S., Level 13, Broadgate Tower, 20 Primrose Street, London
EC2A 2EW between the hours of 9.00am and 5.00pm
(Saturdays, Sundays and public holidays excepted), and on the
Company’s website, shinnippon.co.uk, from the date of the
AGM Notice until the close of the AGM, and will also be available
for inspection at the venue of the AGM from 15 minutes before
and during the AGM.
Hybrid/Virtual-Only Shareholder Meetings
The New Articles permit the Company to hold shareholder
meetings on a virtual basis, whereby shareholders are not
required to attend the meeting in person at a physical location but
may instead attend and participate using electronic means. A
shareholder meeting may be virtual-only if attendees participate
only by way of electronic means, or may be held on a hybrid basis
whereby some attendees attend in person at a physical location
and others attend remotely using electronic means. This should
make it easier for the Company’s shareholders to attend
shareholder meetings if the Board elects to conduct meetings
using electronic means. Amendments have been made
throughout the New Articles to facilitate the holding of hybrid or
virtual-only shareholder meetings.
While the New Articles (if adopted) would permit shareholder
meetings to be conducted using electronic means, the Directors
have no present intention of holding a virtual-only meeting. These
provisions will only be used where the Directors consider it is in
the best interests of shareholders for a hybrid or virtual-only
meeting to be held. Nothing in the New Articles will prevent the
Company from holding physical shareholder meetings.
Appendix to the Notice of Annual General Meeting
The Alternative Investment Fund Managers Directive
(2011/61/EU) (‘AIFMD’) as Incorporated into UK Law
by the European Union (Withdrawal) Act 2018 and the
Alternative Investment Fund Managers Regulations
2013 (SI 2013/1773) (the ‘AIFM Regulations’)
The Board is proposing to take this opportunity to make
amendments to the Existing Articles in response to the AIFM
Regulations and all applicable rules and regulations implementing
the AIFMD. The proposed new provisions are as follows:
(i) the Existing Articles will be amended to provide that the net
asset value per share of the Company shall be calculated
at least annually and be disclosed to shareholders from time
to time in such manner as may be determined by the Board.
The amendment will have no bearing on current practice and
simply articulates the minimum requirements of the AIFM
Regulations.
(ii) the New Articles stipulate that the valuation of the Company’s
assets will be performed in accordance with prevailing
accounting standards, the AIFM Rules, or such other
accounting standards, bases, policies and procedures as
the Board may determine from time to time. This reflects best
practice and has no bearing on current practice and simply
articulates the minimum requirements of the AIFM
Regulations.
International Tax Regimes Requiring the Exchange
of Information
The Board is proposing to include provisions in the New Articles
to provide the Company with the ability to require shareholders to
co-operate in respect of the exchange of information in order to
comply with the Company’s international tax reporting obligations,
including, without limitation, under or in relation to FATCA, the
Common Reporting Standard and the European Union’s Directive
on Administrative Co-operation (‘Tax Reporting Requirements’).
The Existing Articles are being amended to provide the Company
with the ability to require shareholders to co-operate with it in
ensuring that the Company is able to comply with its Tax
Reporting Requirements. The Existing Articles will also be
amended to provide that (i) where any member fails to supply the
relevant information to the Company within the relevant time
period, the member will be deemed to have forfeited their shares
and (ii) the Company will not be liable for any monies that become
subject to a deduction or withholding relating to FATCA, the
Common Reporting Standard or any similar laws as such liability
would be to the detriment of shareholders as a whole.

70 Annual Report 2023
Shareholder Information
Minor Amendments
The Board is also taking the opportunity to make some additional
minor or technical amendments to the Existing Articles, including:
i. simplifying the procedure in respect of untraced shareholders
by removing the requirement for the Company to publish
newspaper advertisements;
ii. provisions to enable the Company to hold shareholder
meetings across two (or more) physical locations in the event
that all shareholders cannot be accommodated in a single
physical location on the day of a meeting;
iii. expanding the circumstances under which the Chair of a
shareholder meeting may adjourn the meeting without the
consent of the meeting, including where the health, safety
or wellbeing of those entitled to attend would be put at risk
by their attendance at the meeting;
iv. provisions which require all directors to retire at each AGM
(and, if they wish, to offer themselves for re-election) in line
with the recommended corporate governance regime in the
UK, and provisions dealing with the potential situation
whereby no Directors are re-elected at an AGM;
v. a provision that would enable the Board to satisfy any interim
dividend wholly or partly by the distribution of assets (including
paid up shares or debentures of any other company) (as a
general meeting is able to direct under the Existing Articles);
vi. updating the interest provisions in accordance with market
practice;
vii. a provision which would enable a Director to be removed
from office if all of the other Directors so resolve;
viii. increasing the cap on the aggregate of all fees which may
be paid to Directors to £250,000 per annum; and
ix. updating the payment provisions for dividends to include the
use of any approved funds transfer system and to enable the
Company to specify which payment method(s) will be used by
the Company in respect of any dividend.
These changes generally reflect modern best practice and should
assist in relieving certain administrative burdens on the Company.

Baillie Gifford Shin Nippon PLC 71
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

72 Annual Report 2023
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
2023
Number of
shares held
2023
%
2022
Number of
shares held
2022
%
Institutions 65,041,159 20.7 46,512,443 14.8
Intermediaries 243,076,078 77.4 262,338,061 83.5
Individuals
†
4,645,021 1.5 4,287,984 1.4
Marketmakers 1,390,227 0.4 820,452 0.3
314,152,485 100.0 314,252,485 100.0
†
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
private companies. 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.
Shareholder Information
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.
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 may have a greater risk
of loss than those bought at a discount.
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.
The staff of Baillie Gifford & Co and Baillie Gifford Shin Nippon
Directors may hold shares in Baillie Gifford Shin Nippon and may
buy and sell such shares from time to time.
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 73
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

74 Annual Report 2023
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 Baillie
Gifford Shin Nippon PLC is marketed in the EU by the AIFM, BG
& Co Limited, via the National Private Placement Regime (‘NPPR’)
the following disclosur
es 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’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 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. More detail on the Managers’ approach to
sustainability can be found in the Governance and Sustainability
Principles and Guidelines document, available publicly on the
Baillie Gifford website
bailliegifford.com .
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 alternative investment funds that invest
in an economic activity that contributes to an environmental
objective. 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.
Sustainable Finance Disclosure Regulation (‘SFDR’)
Shareholder Information

Baillie Gifford Shin Nippon PLC 75
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 76 and 77)
at 31 January 2023 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
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Shareholder Information

76 Annual Report 2023
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
This is the Company’s definition of Adjusted Total Assets, being
the total value of all assets held less all liabilities (other than
liabilities in the form of 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 59.
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 65.
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
2023
31 January
2022
Net Asset Value per ordinary share
(borrowings at book value) 173.6p 175.9p
Shareholders’ funds
(borrowings at book value) £545,453,000 £552,652,000
Add: book value of borrowings £88,013,000 £91,102,000
Less: fair value of borrowings (£87,725,000) (£91,174,000)
Shareholders’ funds
(borrowings at fair value) £545,741,000 £552,580,000
Shares in issue at year end 314,152,485 314,252,485
Net Asset Value per ordinary share
(borrowings at fair value) 173.7p 175.8p
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.
2023
NAV
(book)
2023
NAV
(fair)
2022
NAV
(book)
2022
NAV
(fair)
Closing NAV per share 173.6p 173.7p 175.9p 175.8p
Closing share price 158.8p 158.8p 174.4p 174.4p
Discount (8.5%) (8.6%) (0.9%) (0.8%)
The average discount/premium (APM) as disclosed on page 3
is calculated by taking an average of the daily discount/premium
percentage using NAV (fair) for the year to 31 January 2023.
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 50 is provided below:
31 January
2023
31 January
2022
Investment management fee £3,154,000 £4,048,000
Other administrative expenses £679,000 £684,000
Total expenses (a) £3,833,000 £4,732,000
Average daily cum-income net asset
value (with debt at fair value) (b) £521,337,000 £719,124,000
Ongoing charges (a) ÷ (b)
(expressed as a percentage) 0.74% 0.66%
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.

Baillie Gifford Shin Nippon PLC 77
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.
2023
Gearing
†
£’000
2023
Potential
Gearing
#
£’000
2022
Gearing
†
£’000
2022
Potential
Gearing
#
£’000
Borrowings (a) 88,013 88,013 91,102 91,102
Cash and cash
equivalents (b) 6,082 – 32,028 –
Shareholders’ funds (c) 545,453 545,453 552,652 552,652
15.0% 16.1% 10.7% 16.5%
†
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 quoted 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 quoted
on a stock exchange.

78 Annual Report 2023
KPMG LLP
Tel +44 (0) 20 7311 1000
Audit
Fax +44 (0) 20 7311 3311
15 Canada Square
London E14 5GL
United Kingdom
KPMG LLP, a UK limited liability partnership and a member firm of the
KPMG global organisation of independent member firms affiliated with
KPMG International Limited, a private English company
limited by
guarantee.
Registered in England No OC301540
Registered office: 15 Canada Square, London, E14 5GL
For full details of our professional regulation please refer to
‘Regulatory information’ under ‘About’ at www.kpmg.com/uk
Reference
-
AR
-
1641
Document Classification
-
KPMG Highly Confidential
Private &
c
onfidential
Baillie Gifford Shin Nippon P
LC
1 Greenside Row
Calton Square
Edinburgh
EH1 3AN
30
March 2023
Our ref
AR
-
1641
Contact
Gary
Fensom
Gary.Fensom@KPMG.co.uk
Dear Sir/Madam
,
Statement to
Baillie Gifford Shin Nippon P
LC
(no.
SC093345
) on ceasing to
hold office as auditors pursuant to section 519 of the Companies Act 2006
The reason connected with our ceasing to hold office is due to the proposed
increase of our fees from levels charged in previous years not being acceptable to
the
company.
Yours faithfully,
KPMG LLP
Audit registration number:
9188307
Audit registration address:
15 Canada Square
Canary Wharf, London E14 5GL

Directors
Chair:
MN Donaldson
CEC Finn
AE Rotheroe
J Skinner
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
160 Queen Victoria Street
London
EC4V 4LA
Further Information
Baillie Gifford Client Relations Team
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Tel: 0800 917 2112
Email:
trustenquiries@bailliegifford.com