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Reinet Investments S.C.A. Annual Report at 31 March 2023

REINET INVESTMENTS S.C.A.

Annual Report at 31 March 2023

REINET INVESTMENTS S.C.A.

1 Highlights

2 Performance

4 Management report

4 Chairman’s commentary

6 Business overview

29 Corporate governance

37 Sustainability report

43 Report of the Board of Overseers

44 Financial statements

45 Consolidated financial statements

45 Consolidated balance sheet

46 Consolidated statement of comprehensive income

47 Consolidated statement of changes in equity

48 Consolidated cash flow statement

49 Notes to the consolidated financial statements

72 Audit report

75 Company financial statements

75 Balance sheet

76 Profit and loss account

77 Notes to the financial statements

81 Proposed appropriation of retained earnings

82 Audit report

84 Notice of annual general meeting

87 Exchange rates and share information

88 Statutory information

CONTENTS

Cautionary statement regarding forward-looking statements

This document contains forward-looking statements which reflect the current views and beliefs of Reinet Investments S.C.A. (the ‘Company’), as well as assumptions made by

the Company and information currently available. Words such as ‘may’, ‘should’, ‘estimate’, ‘project’, ‘plan’, ‘believe’, ‘expect’, ‘anticipate’, ‘intend’, ‘potential’, ‘goal’, ‘strategy’,

‘target’, ‘will’, ‘seek’ and similar expressions may identify forward-looking statements. Such forward-looking statements are not guarantees of future performance. Actual

results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside Reinet’s (as defined on page1)

control. The Company does not undertake to update, nor does it have any obligation to provide updates or to revise, any forward-looking statements. Certain information

included in the Management Report is text attributed to the management of investee entities. While no facts have come to our attention that lead us to conclude that any such

information is inaccurate, we have not independently verified such information and do not assume any responsibility for the accuracy or completeness of such information.

1 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

Reinet Investments S.C.A. (the ‘Company’) is a partnership limited by shares incorporated in the Grand Duchy of Luxembourg and having its registered office at

35,boulevardPrince Henri, L-1724 Luxembourg. It is governed by the Luxembourg law on securitisation and in this capacity allows its shareholders to participate

indirectly in the portfolio of assets held by its wholly-owned subsidiary Reinet Fund S.C.A., F.I.S. (‘Reinet Fund’), a specialised investment fund also incorporated in

Luxembourg. The Company’s ordinary shares are listed on the Luxembourg Stock Exchange, Euronext Amsterdam and the Johannesburg Stock Exchange; the listing on the

Johannesburg Stock Exchange is a secondary listing. The Company’s ordinary shares are included in the ‘LuxX’ index of the principal shares traded on the Luxembourg Stock

Exchange. The Company and Reinet Fund together with Reinet Fund’s subsidiaries are referred to as ‘Reinet’.

HIGHLIGHTS

The investment objective of Reinet is to achieve long-term capital growth.

Reinet’s strategy is to work with experienced partners to invest in unique opportunities focusing on value creation for

investors.

• Reinet’s net asset value of € 5.7 billion reflects a compound growth rate of 8.8 per cent per annum in euro terms, since March 2009,

including dividends paid

• The net asset value at 31 March 2023 reflects a decrease of € 170 million or 2.9 per cent from € 5 890 million at 31 March 2022

• Net asset value per share at 31 March 2023: € 31.46 (31 March 2022: € 31.99)

• Fifth share buyback programme completed with 2.5 million ordinary shares repurchased for a consideration of some € 49 million,

plus transaction costs

• Commitments totalling € 332 million in respect of new and existing investments were made during the year including a new

commitment of € 278 million in respect of Coatue funds

• Commitments of € 171 million were funded during the year, including € 63 million in respect of TruArc Partners and € 50 million in

respect of Coatue funds

• Dividends from British American Tobacco during the year amounted to € 122 million

• Reinet dividend of some € 51 million, or € 0.28 per share (excluding treasury shares), paid during the year

• Proposed Reinet dividend of € 0.30 per share payable after the 2023 annual general meeting

REINET INVESTMENTS S.C.A.

HIGHLIGHTS

PERFORMANCE

NET ASSET VALUE PER SHARE

The NAV per share and the adjusted NAV per share of the

Company are calculated by dividing the NAV and adjusted NAV

by the number of shares outstanding (excluding treasury shares) of

181790 891 (31 March 2022: 184 116 870). The adjusted NAV as

at 31 March 2022 was calculated by reversing the liability in respect

of future repurchases of shares of € 46 million. The adjusted NAV

is considered relevant as it eliminates the timing difference between

the additional liability recorded for future share repurchases and

the actual number of shares repurchased as at 31 March 2022. No

adjustment was made as at 31 March 2023 as there was no share

buyback programme in progress at that date.

31 March

2023

31 March

2022

Shares in issue 195 942 286 195 942 286

Treasury shares (14 151 395) (11 825 416)

Net shares 181 790 891 184 116 870

€ m € m

NAV (see page 6) 5 720 5 890

Reversal of future share

buyback liability – 46

Adjusted NAV 5 720 5 936

€ per share € per share

NAV per share 31.46 31.99

Adjusted NAV per share 31.46 32.24

SHARE PRICE

The Company’s indicative share price as quoted on the Luxembourg

Stock Exchange decreased by 6.0 per cent in the year from € 20.00

at 31 March 2022 to € 18.80 at 31 March 2023, with the highest

trade being at € 19.80 during the year. The total shareholder return

since inception (taking into account the initial price of € 7.1945

and including dividends paid) is 7.7 per cent per annum. The

growth in NAV, including dividends paid, reflects an 8.8 per cent

compounded increase since March 2009. The Company’s ordinary

shares are listed on the Luxembourg Stock Exchange, Euronext

Amsterdam and the Johannesburg Stock Exchange; the listing on

the Johannesburg Stock Exchange is a secondary listing.

Share prices as at 31 March 2023 and 31 March 2022 were

asfollows:

31 March 2023 31 March 2022

ZAR EUR ZAR EUR

Luxembourg – 18.80 – 20.00

Amsterdam – 19.00 – 20.00

Johannesburg 365.06 – 327.76 –

NET ASSET VALUE

The net asset value (‘NAV’) comprises total assets less total liabilities,

and equates to total equity under International Financial Reporting

Standards. The decrease in the NAV of € 170 million during the

year reflects decreases in the fair value of British American Tobacco

p.l.c. (‘BAT’), Pension Insurance Corporation Group Limited, and

other listed investments, offset by dividends received from BAT

together with realised gains and increases in the estimated fair value

of certain investments, including Trilantic Capital Partners and

TruArc Partners.

The Company funded the purchase of 2.3 million of its own

ordinary shares through an approved buyback programme, the

amount of which was already accrued at 31 March 2022. Details of

the Company’s NAV and details of movements in key investments

can be found on pages 6 and 7 of this report.

Reinet records its assets and liabilities in euro; the weakening of

sterling against the euro, offset by the strengthening the US dollar

against the euro has resulted in an overall decrease in the value of

certain assets and liabilities in euro terms. Applying current year-end

exchange rates to the March 2022 assets and liabilities would have

resulted in a decrease in the March 2022 NAV of some € 174 million.

SHARE BUYBACK PROGRAMME

The fifth share buyback programme commenced in March 2022

and concluded on 23 May 2022, with 2 500 000 ordinary shares

repurchased for € 49 million, plus transaction costs.

During the year under review, 2 325 979 ordinary shares were

repurchased for some € 45 million, plus transaction costs.

As at 31 March 2023, there was no share buyback programme

inprogress.

The Company repurchased 14 151 395 ordinary shares between

November 2018 and May 2022 under five share buyback

programmes. The cost of the ordinary shares repurchased amounted

to € 222 million, plus transaction costs.

Details of each completed share buyback programme to date can be

found in note 8 to the consolidated financial statements.

All ordinary shares repurchased are held as treasury shares.

REINET INVESTMENTS S.C.A.

3 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

DIVIDEND

The Company paid a dividend of € 0.28 per share in September2022

(September 2021: € 0.25 per share). A dividend of € 0.30 per share

is proposed for the current financial year, subject to approval by

shareholders at the annual general meeting in August 2023.

GLOBAL MARKETS BACKDROP

During the year, global markets continued to be impacted by the

effects of the ongoing Ukraine crisis, increasing interest rates and

rising inflation. Whilst the world has made significant progress in

its recovery from the impacts of COVID-19, general economic and

geopolitical concerns remain elevated. The first quarter of 2023 saw

increased market volatility as the collapse of US lender Silicon Valley

Bank triggered concerns over the strength of the global financial

sector; this was followed by UBS stepping in to take over Credit

Suisse to prevent its collapse and JPMorgan Chase acquiring a

substantial majority of assets and assuming the deposits and certain

liabilities of First Republic Bank. These events resulted in creating

further uncertainty in global financial markets. Rising inflation has

resulted in significant pressure on households and consumers as

many central banks continue to increase interest rates to mitigate

the inflation concerns. The extent and impact of these factors

remain uncertain.

Reinet has no direct exposure to Russia or Ukraine through its

underlying investments or banking relationships and has not

experienced any significant direct impacts in respect of interest rate

increases or rising inflation. Reinet has various banking relationships

with highly rated institutions, and a well-diversified approach to

cash and liquidity management.

Reinet continues to value its investments in line with the

International Private Equity and Venture Capital Valuation

(‘IPEV’) guidelines and its approved valuation procedures and

methodologies. All investment valuations have been prepared

using latest available data, including exchange rates and listed share

prices as at 31March2023. Discussions have taken place with fund

managers and investee companies to determine any significant

changes in value and any impacts related to the Ukraine crisis,

volatility in stock and currency markets, interest rates, inflation and

exposure to certain financial institutions. Future valuations will take

into account any new impacts of the above, which could affect the

valuation of underlying investments.

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

CHAIRMAN’S COMMENTARY

Dear Shareholder,

During the past year, the world has seen rapidly increasing interest

rates and rising inflation followed by significant issues in the banking

sector in both the United States and Europe. Combined with

recessionary fears in some of the larger economies, and generally

less capital available for investments, these events have resulted in

creating further uncertainty in global financial markets, the extent

and impact of which remains uncertain.

OVERVIEW

During the year, Reinet completed its fifth share buyback programme

with 2 325 979 ordinary shares being repurchased for some

€ 45 million during April and May 2022. Since November 2018,

a total of 14 151 395 ordinary shares have been repurchased under

five share buyback programmes. The cost of the ordinary shares

repurchased amounts to € 222 million, plus transaction costs; an

average cost of € 15.69 per share. With a net asset value of € 31.46

per share, the share buyback programmes have immediately created

value for shareholders. At the annual general meeting in August 2022,

shareholders renewed their approval for Reinet to buy back its own

shares; future programmes will be considered taking into account

cash resources, other commitments and market conditions.

Reinet was pleased to commit $ 300 million to a new investment in tactical

solutions funds managed by Coatue Management, a global investment

firm focused on technology-related investment opportunities

led by founder and portfolio manager Mr Philippe Laffont.

Mr Laffont and Coatue have an outstanding reputation

as investors in the technology space with Coatue managing some

$ 42 billion in assets. I look forward to working with the team at

Coatue in the years to come.

Capital invested during the year amounted to some € 171 million,

which was mostly in respect of funds managed by Trilantic Capital

Partners, TruArc Partners and Coatue. Capital allocated to private

equity partners over the last few years has resulted in the fair value of

these funds, as a whole, now comprising some 20 per cent of Reinet’s

net asset value.

Reinet has cash resources of some € 288 million and access to

the equivalent of £ 200 million in various currencies by way of

additional borrowing facilities, to meet investment obligations and

opportunities as they arise.

Since its inception in 2008, Reinet has invested some € 3.5 billion

in new investments and generated an annual return of 7.7 per cent

for its investors based on the Reinet share price, with the underlying

net asset value reflecting an 8.8 per cent compounded increase since

March 2009.

RESULTS

At 31 March 2023, Reinet’s net asset value amounted to € 5.7 billion,

a decrease of € 170 million or 2.9 per cent from 31 March 2022.

This primarily reflects the decrease in value of certain underlying

investments; in particular the decrease in the share price of British

American Tobacco over the year and the weakening of sterling against

the euro; this was offset by dividend income from British American

Tobacco, together with increases in the value of the fund investments

in Trilantic Capital Partners and TruArc Partners.

BUSINESS DEVELOPMENTS

During the year, Reinet committed to invest an additional € 332 million,

with € 324 million being in respect of new funds launched by Coatue,

Asia Partners and Prescient, € 6 million in Pension Corporation and

€ 2 million in other smaller investments.

Pension Corporation’s adjusted own funds remained stable at

£ 5.9 billion, premiums were lower than the previous year reflecting

in part the impact of higher interest rates, however profits increased

and the balance sheet and solvency position remained strong. In

February 2023, Pension Corporation announced that it had

concluded a buy-in with the Trustees of two schemes sponsored

by RSA Group, insuring in total some £ 6.5 billion of liabilities

and covering the pensions of 40 000 members. This is the largest

ever UK bulk annuity transaction and paves the way for other

large transactions. The Board of Pension Corporation proposed

an inaugural dividend of 7.5 pence per ordinary share which was

paid to shareholders in May 2023. Reinet’s share of this dividend

amounts to some £ 49.5 million.

The investment in British American Tobacco decreased in value

in the year due to its share price decreasing from £ 31.94 at

31 March 2022 to £ 28.41 at 31 March 2023. At the British American

Tobacco annual general meeting in April 2023, shareholders

approved a dividend increase of 6 per cent to £ 2.31 per share, up

from £ 2.18 per share in 2022. British American Tobacco delivered

strong results in 2022 and continues to follow its strategic path to

‘A Better Tomorrow’. With the appointment of Mr Tadeu Marroco

as the new CEO in May 2023, British American Tobacco continues

to build on its commitment to deliver long-term sustainable value

for its shareholders.

The value of investments in Reinet’s private equity partners increased

by some 26 per cent in the year to € 1 138 million; capital invested

amounted to some € 167 million, distributions to some € 56 million,

realised gains to some € 25 million and fair value increases to some

€ 96 million. The underlying investments are mainly in the United

States and Asia where financial markets have not performed well,

however our partners have been successful at adding value in these

challenging times.

REINET INVESTMENTS S.C.A.

5 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

DIVIDEND

The Board of Directors of Reinet Investments Manager S.A.

proposes a dividend of € 0.30 per share, payable in September 2023.

This represents a 7 per cent increase from last year.

BOARD OF OVERSEERS

Mr Ian Whitecourt passed away in November 2022; Ian was a

former Senior Partner at PricewaterhouseCoopers in Luxembourg

and served on Reinet’s Board of Overseers from September 2009

to December 2014. Ian brought his considerable experience of the

financial world to Reinet, in particular in the Luxembourg banking

and investment fund areas.

OUTLOOK

With continued high interest rates, elevated inflation, the ongoing

Ukraine crisis, and instability in the global financial system the world

economic growth forecast is on the decline with greater volatility

expected. The additional financial sector stresses are already causing

a noticeable slowdown in growth with inflation not expected to

reach central bank target levels for some time to come.

The global banking sector has faced considerable disruption in recent

months; while neither Reinet nor its underlying investments have

been significantly impacted, ongoing vigilance and reviews of banking

relationships are essential. Similarly, Reinet continues to monitor the

situation in Russia and Ukraine; and whilst there is no direct exposure,

it considers any potential impacts on investment values.

Overall, Reinet holds resilient investments and is well positioned to

deal with these challenges.

Environmental, Social and Corporate Governance and Corporate

Social Responsibility will play an ever increasing part in our lives

in the future, with enhanced ESG reporting on our door step, it

continues to be an integral factor when considering new investments.

Reinet considers it imperative for businesses to work responsibly,

recognising that the world’s resources are finite and that everyone

has a role to play in their conservation.

As always, I am grateful to Reinet’s Directors, Overseers, management

and employees for their continued commitment to Reinet over the

past year and going forward.

Johann Rupert

Chairman

Reinet Investments Manager S.A.

Luxembourg, 25 May 2023

REINET INVESTMENTS S.C.A.

BUSINESS OVERVIEW

Reinet Investments S.C.A. (the ‘Company’) has determined that it meets the definition of an investment entity in terms of International Financial

Reporting Standards (‘IFRS’) 10. The net asset value, the income statement and the cash flow statement included in this business overview have

however been presented in a more comprehensive format than required by IFRS in order to provide readers with detailed information relating

to the underlying assets and liabilities.

NET ASSET VALUE

The net asset value (‘NAV’) at 31 March 2023 and 2022 comprised:

31 March 2023 31 March 2022

€ m % € m %

Listed investments

British American Tobacco p.l.c. 1 561 27.3 1 832 31.1

Other listed investments 83 1.4 100 1.7

Unlisted investments

Pension Insurance Corporation Group Limited 2 787 48.7 2 796 47.5

Private equity and related partnerships 1 138 19.9 906 15.4

Trilantic Capital Partners 472 8.2 385 6.5

Funds, related general partners and management companies

TruArc Partners 301 5.3 202 3.5

Funds, co-investment opportunities and management company

Coatue funds 50 0.9 – –

Asian private equity companies and portfolio funds 219 3.8 213 3.6

Milestone China Opportunities funds and management company 44 50

Prescient China funds and management company 143 143

Asia Partners funds 32 20

Specialised investment funds 96 1.7 106 1.8

NanoDimension funds and co-investment opportunities 94 98

Other fund investments 2 8

United States land development and mortgages 26 0.5 32 0.5

Diamond interests – – 20 0.3

Other investments 58 1.0 81 1.4

Total investments 5 653 98.8 5 767 97.9

Cash and liquid funds 288 5.1 415 7.0

Bank borrowings and derivatives

Borrowings (217) (3.8) (233) (3.9)

Derivative assets – – 1 –

Other liabilities

Minority interest, fees payable and other liabilities, net of other assets (4) (0.1) (60) (1.0)

Net asset value 5 720 100.0 5 890 100.0

All investments are held, either directly or indirectly, by Reinet Fund S.C.A., F.I.S. (‘Reinet Fund’). The Company and Reinet Fund together

with Reinet Fund’s subsidiaries are referred to as ‘Reinet’.

MANAGEMENT REPORT

REINET INVESTMENTS S.C.A.

7 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

INFORMATION RELATING TO CURRENT KEY INVESTMENTS AT 31 MARCH 2023

Committed

amount

(1)

in millions

Remaining

committed

amount

(1)

in millions

Invested

amount

(2)

in millions

Realised

amount

(2)

in millions

Current fair

value

(1)

in millions

Total realised

and

unrealised

value

(3)

in millions

Listed investments

British American Tobacco p.l.c. EUR – – 1 739 3 285 1 561 4 846

GBP – – 1 418 2 754 1 372 4 126

Other listed investments EUR – – 127 68 83 151

USD – – 146 78 91 169

Unlisted investments

Pension Insurance EUR – – 1 315 – 2 787 2 787

Corporation Group Limited GBP – – 1 112 – 2 450 2 450

Trilantic Capital Partners EUR 631 123 494 535 472 1 007

Euro investment EUR 85 19 66 146 36 182

US dollar investment

(4)

USD 591 112 489 460 474 934

TruArc Partners EUR 443 148 284 224 301 525

USD 480 161 319 252 326 578

Coatue funds EUR 276 228 50 – 50 50

USD 300 247 53 – 54 54

Asian private equity companies

and portfolio funds

Milestone China Opportunities

funds and management

company

EUR – – 130 153 44 197

USD – – 169 173 47 220

Prescient China funds and

management company

EUR – – 79 4 143 147

USD – – 94 4 155 159

Asia Partners funds EUR 56 32 24 – 32 32

USD 62 34 28 – 35 35

Specialised investment funds

NanoDimension funds and

co-investment opportunities

EUR 176 60 110 46 94 140

Euro investment EUR 4 – 4 1 2 3

US dollar investment USD 187 65 122 51 100 151

United States land development

and mortgages

EUR 197 5 160 64 26 90

USD 214 5 209 71 28 99

(1) Calculated using year-end foreign exchange rates.

(2) Calculated using actual foreign exchange rates at transaction date.

(3) Total of realised proceeds and current fair value.

(4) The invested amount for Trilantic Capital Partners includes an initial payment of $ 10 million.

REINET INVESTMENTS S.C.A.

Reinet seeks, through a range of investment structures, to build partnerships with other investors, specialised fund managers and entrepreneurs

to find and develop opportunities for long-term value creation for its shareholders.

Since its formation in 2008, Reinet has invested some € 3.5 billion and at 31 March 2023 committed to provide further funding of € 627 million

to its current investments. Details of the funding commitments outstanding are given in the table on page 22 of this report. New commitments

during the year under review amounted to € 332 million, and a total of € 171 million was funded during the year.

LISTED INVESTMENTS

BRITISH AMERICAN TOBACCO P.L.C.

The investment in British American Tobacco p.l.c. (‘BAT’) remains one of Reinet’s largest

investments and is kept under constant review, considering the company’s performance, the

industry outlook, cash flows from dividends, stock market performance, volatility and liquidity.

Luc Jobin, Chairman, and Jack Bowles, Chief Executive, writing in the BAT annual report for 2022

commented:

Luc Jobin: ‘2022 marks a year of great progress against the strategy at BAT, given the backdrop of

an increasingly complex external environment. I am proud of the delivery of the business in 2022.

Navigating a new economic cycle characterised by rising inflation, higher interest rates and a tight

labour market, has required the business to be more adaptable than ever. Such complexities have

been exacerbated by international conflict, political instability and supply chain constraints. In

response, BAT has increased its focus on driving both a step change in New Categories and value

from the combustibles business.

Sustainability and ESG have long been an intrinsic part of BAT’s DNA. As part of our

commitment to the UN-backed Race to Zero campaign, BAT published its Low-Carbon

Transition Plan in 2022. This is the latest milestone in BAT’s journey to tackle climate change

and to build ‘A BetterTomorrow’.’

Jack Bowles: ‘During 2022, the business demonstrated once again that it can transform while

also delivering strong results. Revenue was up 7.7 per cent on 2021. New Categories have become

a significant contributor to this, delivering £ 2 894 million in 2022 (up 40.9 per cent). We

remain on track to meet our New Category revenue target of £ 5 billion by 2025, and now

expect profitability by 2024, one year ahead of plan. At the centre of our strategy is our corporate

purpose to build ‘A Better Tomorrow’. This means offering a greater choice of enjoyable and less

risky products for our customers. 2022 shows that our strategy is working. We have strong, global

New Category brands, targeted geographic expansion plans and an unwavering commitment to

innovation that means we are delivering for the consumer.

We have also made great progress on our existing ESG commitments this year and I was delighted

with the appointment of our first Chief Sustainability Officer in August 2022 further embedding

our decades-long commitment to sustainability.’

During the year under review, dividend income recorded from BAT amounted to € 122 million

(£ 107 million), being BAT’s second, third and fourth 2022 quarterly dividends, together

with the first 2023 quarterly dividend of some € 31 million (£ 28 million) with a record date

of 24 March 2023. The first 2023 quarterly dividend was paid on 3 May 2023 and has been

included as a receivable in the NAV as at 31 March 2023, due to the record date falling within

the financial year.

Reinet holds 48.3 million shares in BAT (31 March 2022: 48.3 million), representing some

2.16per cent of BAT’s issued share capital.

The value of Reinet’s investment in BAT amounted to € 1 561 million at 31 March 2023

(31March 2022: € 1 832 million), being some 27.3 per cent of Reinet’s NAV. The decrease in

value reflects the decrease in the BAT share price on the London Stock Exchange from £ 31.94

at 31 March 2022 to £ 28.41 at 31 March 2023 together with the weakening of sterling against

the euro during the year.

Further information on BAT is available at www.bat.com/annualreport

MANAGEMENT REPORT

BUSINESS OVERVIEW

CONTINUED

REINET INVESTMENTS S.C.A.

9 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

OTHER LISTED INVESTMENTS

Other listed investments comprised:

31 March

2023

€ m

31 March

2022

€ m

Grab Holdings Limited 29 33

Selecta Biosciences, Inc. 2 2

Soho China Limited 7 8

SPDR Gold shares 39 37

Twist Bioscience Corporation 6 20

83 100

GRAB HOLDINGS LIMITED

Grab Holdings Limited (‘Grab’) is a leading superapp platform in Southeast Asia, providing

everyday services that matter to consumers, including food deliveries, mobility and the e-wallet

segment of financial services. Grab offers a wide range of on-demand services across 480 cities in

eight countries.

Reinet holds 10 573 666 shares in Grab with a market value of € 29 million (31 March 2022:

€33million). The decrease in value reflects the decrease in the share price during the year, offset

by the strengthening of the US dollar against the euro during the year.

Further information on Grab is available at www.grab.com

SELECTA BIOSCIENCES, INC.

Selecta Biosciences, Inc. (‘Selecta’), is a clinical-stage biopharmaceutical company using proprietary

synthetic vaccine particle technology to discover and develop targeted therapies that are designed

to modulate the immune system to effectively and safely treat rare and serious diseases.

Selecta is also a portfolio company of NanoDimension funds, pre and post the initial public

offering.

Reinet holds 1 395 460 shares with a market value of € 2 million as at 31 March 2023

(31March2022: € 2 million).

Further information on Selecta is available at www.selectabio.com

REINET INVESTMENTS S.C.A.



SOHO CHINA LIMITED

Soho China Limited (‘Soho’) is a Chinese office developer focused on developing and leasing

properties in the central business districts of Beijing and Shanghai. Soho developments are known

for their modern architecture, with designs from architects such as Zaha Hadid and Japanese

architect Kengo Kuma.

Reinet holds 47 million shares with a market value of € 7 million as at 31 March 2023

(31March 2022: € 8 million). The decrease in value reflects the decrease in the share price during

the year, offset by the strengthening of the US dollar against the euro during the year.

Further information on Soho is available at www.sohochina.com

SPDR GOLD SHARES

SPDR Gold shares (‘GLD’) is the largest physically backed gold exchange traded fund in the

world. Over the long term, gold can provide a hedge against inflation and offer some protection

against value changes in turbulent economic and political times.

Reinet holds 230 000 shares with a market value of € 39 million as at 31 March 2023

(31March2022: € 37 million). The increase in value reflects the increase in the value of gold

together with the strengthening of the US dollar against the euro during the year.

Further information on GLD is available at www.spdrgoldshares.com/usa

TWIST BIOSCIENCE CORPORATION

Twist Bioscience Corporation (‘Twist’) is involved in the fields of medicine, agriculture, industrial

chemicals and data storage, by using synthetic DNA tools, and has created a revolutionary silicon-

based DNA synthesis platform that offers precision at a scale otherwise unavailable.

Reinet holds 444 497 shares in Twist with a market value of € 6 million (31 March 2022:

€20million). The decrease in value reflects the decrease in the share price during the year offset

by the strengthening of the US dollar against the euro during the year.

Further information on Twist is available at www.twistbioscience.com

BUSINESS OVERVIEW

CONTINUED

MANAGEMENT REPORT

REINET INVESTMENTS S.C.A.

11 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

UNLISTED INVESTMENTS

Unlisted investments are carried at their estimated fair value. In determining fair value, Reinet Fund Manager S.A. (the ‘Fund Manager’) relies

on audited and unaudited financial statements of investee companies, management reports and valuations provided by third-party experts.

Valuation methodologies applied include the NAV of investment funds, discounted cash flow models and comparable valuation multiples, as

appropriate. The third-party valuation reports and key assumptions used within these reports are reviewed by the external auditors.

PENSION INSURANCE CORPORATION GROUP LIMITED

Pension Insurance Corporation Group Limited’s (‘Pension Corporation’) wholly-owned

subsidiary, Pension Insurance Corporation plc (‘Pension Insurance Corporation’), is a leading

provider in the UK pension risk transfer market.

During 2022, Pension Insurance Corporation concluded new business with premiums of

£ 4.1billion (2021: £ 4.7 billion) including for long-term clients IMI and British American

Tobacco. The reduction in premium levels reflects, in part, the impact of higher interest rates.

At 31 December 2022, Pension Insurance Corporation reported it held £ 41.0 billion in assets

(31 December 2021: £ 51.1 billion). The decrease in value is due to rising yields which lead to

lower asset values and also to lower liability values. As at 31 December 2022, insurance liabilities

declined to £ 33.0 billion (2021: £ 47.0 billion). To date, Pension Insurance Corporation

has insured 302 200 pension fund members (31 December 2021: 282 900). Clients include

FTSE100 companies, multinationals and the public sector.

Pension Insurance Corporation has a total of £ 1.6 billion Tier 2 subordinated notes and

£ 450million Tier 1 restricted notes outstanding. In March 2023, Fitch affirmed its Insurer

Financial Strength rating at A+ (Strong) and Long-Term Issuer Default rating at A. The reported

Solvency II capital ratio as at 31 December 2022 was 225 per cent (31 December 2021:

168percent).

The Board of Pension Corporation proposed an inaugural dividend for 2022 of 7.50 pence per

ordinary share (2021: nil). The dividend was paid on 10 May 2023. Reinet has not recorded a

receivable as at 31 March 2023, as the approval date falls outside this financial year.

Reinet’s shareholding in Pension Corporation increased from 49.4 per cent at 31 March 2022

to 49.5 per cent at 31 March 2023 as a result of a secondary share purchase transaction in the

amount of some £ 4.8 million.

Tracy Blackwell, Chief Executive Officer of Pension Insurance Corporation, commented:

‘We ended the year with a robust balance sheet, very high customer satisfaction levels, and a

huge market opportunity before us. Our purpose, which is to pay the pensions of our current

and future policyholders, ensures that we always protect our balance sheet and prioritise risk

management, as well as helping us evolve our investment strategy as we seek cash flows to

match future pension payments, which stretch decades into the future. As a business with a very

long-term outlook, we seek to develop ongoing relationships with our clients and investment

partners, a theme which is noticeable in this year’s results. The scale of our investments mean

that we are increasingly being recognised for our growing impact across the country, and the

social value these investments generate.

In February 2023, we announced the largest bulk annuity transaction to date. The deal was

driven by the rise in gilt yields during 2022. During the first half of the year this meant that

defined benefit pension schemes were becoming better funded and closer to being able to buy out

even before the Liability Driven Investment crisis.

However, the rapid increase in yields following the ‘mini-budget’, even where they fell back

somewhat in the following weeks, had the overall effect of significantly reducing scheme deficits,

bringing forward by several years trustees’ de-risking plans. This has resulted in an exciting

pipeline of new business for 2023 and beyond.’

REINET INVESTMENTS S.C.A.

BUSINESS OVERVIEW

CONTINUED

MANAGEMENT REPORT

PENSION INSURANCE CORPORATION GROUP LIMITED

CONTINUED

Dom Veney, Chief Financial Officer of Pension Insurance Corporation, commented:

‘IFRS profit before tax of £ 1 240 million (2021: £ 393 million) benefitted from favourable

investment variances. Our hedging strategy is primarily calibrated to stabilise our solvency

position rather than the IFRS balance sheet. This better reflects how we manage the business

but can cause short-term volatility within the IFRS results. Operating profit remained strong at

£388 million (2021: £ 533 million). Underlying profit grew by 44 per cent to £654 million

(2021: £ 455 million) from higher returns on surplus assets and new business profits, but

this was more than offset by £ 315 million of favourable assumption changes which increased

AOPBT in 2021 but which were not repeated in 2022.

Looking ahead, while the volatile market conditions and evolving regulatory environment

are expected to persist in the short-term, our disciplined approach to underwriting, prudent

investment strategy and robust financial position mean that we are well positioned for the

upcoming market opportunities. We have made a strong start to 2023, having recently

completed the UK’s single largest pension risk transfer deal to date for estimated premiums of

£ 6.5 billion. Following full implementation of the transaction, PIC’s long-term solvency ratio

would remain above 200 per cent, based on economic conditions at 31 December 2022.’

Reinet’s investment in Pension Corporation is carried at an estimated fair value of € 2 787 million

at 31 March 2023 (31 March 2022: € 2 796 million). This value takes into account Pension

Corporation’s audited adjusted equity own funds value at 31 December 2022 of £ 5.9 billion

(31December 2021: £ 5.9 billion), corresponding valuation multiples drawn from industry data

for a selected UK insurance peer group as at 31 March 2023, and a discount of 10 per cent which

takes into account the illiquid nature of Reinet’s investment.

The decrease in Reinet’s estimated fair value of Pension Corporation over the year is mainly

due to the weakening of sterling against the euro in the year, most of which was offset by an

increase in comparable company multiples derived from public information of listed peer group

companies in the UK insurance sector.

The investment in Pension Corporation represents some 48.7 per cent of Reinet’s NAV at

31March 2023, compared to 47.5 per cent at 31 March 2022.

On 27 February 2023, Pension Corporation announced that it had concluded a buy-in with

the Trustees of two schemes sponsored by RSA Group, insuring in total some £ 6.5 billion

of liabilities and covering the pensions of 40 000 members. RSA Group is a wholly-owned

subsidiary of Intact Financial Corporation. This is the largest ever UK bulk annuity transaction

and paves the way for other large transactions as part of the anticipated increase in volumes of

new business coming to market.

Further information on Pension Corporation is available at www.pensioncorporation.com

REINET INVESTMENTS S.C.A.

13 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

PRIVATE EQUITY AND RELATED PARTNERSHIPS

Where Reinet invests in funds managed by third parties, its philosophy is to partner with the managers of such funds and to share in fees

generated by funds under management. This is the case with funds managed by Trilantic Capital Partners, TruArc Partners, Milestone Capital

and Prescient Investment Management China. Under the terms of the investment advisory agreement (the ‘Investment Advisory Agreement’),

entered into by the Fund Manager and Reinet Investment Advisors Limited (the ‘Investment Advisor’), Reinet pays no management fee to the

Investment Advisor on such investments except in the case where no fee or a reduced fee below 1 per cent is paid to the third-party manager. In

such cases, the aggregate fee payable to the Investment Advisor and the third-party manager is capped at 1 per cent.

TRILANTIC CAPITAL PARTNERS

Trilantic Capital Partners (‘Trilantic’) is composed of Trilantic North America and Trilantic

Europe, two separate and independent private equity investment advisors focused on making

controlling and significant minority interest investments in companies in their respective

geographies. Trilantic North America currently targets investments in the business services and

consumer sectors, and currently manages five fund families. Trilantic Europe primarily targets

investments in the industrials, consumer and leisure, telecommunication, media and technology,

business services and healthcare sectors, and currently manages three fund families.

Reinet and its minority partner invest in certain of the Trilantic general partnerships and

management companies (together ‘Trilantic Management’). Reinet and its minority partner,

through Reinet TCP Holdings Limited, invest in two of the current funds under Trilantic’s

management. Reinet also directly invests in four additional funds under Trilantic’s management.

The terms of investment applicable to Reinet’s investment in the Trilantic funds provide that

Reinet will not pay any management fees or carried interest. In addition, Reinet receives a share

of the carried interest payable on the realisation of investments held in the funds, once a hurdle

rate has been achieved.

Reinet TCP Holdings Limited invests in Trilantic Capital Partners IV L.P. (‘Fund IV’) and

Trilantic Capital Partners IV (Europe) L.P.; these funds are in the process of realising the

remaining underlying investments.

In 2012, Reinet invested in Trilantic Capital Partners V (North America) L.P. (‘Fund V’) and

in 2014, in Trilantic Energy Partners (North America) L.P. (‘TEP I’). These US-based funds are

focused on North American opportunities with TEP I being especially focused on the energy

industry sector. Both funds are in the process of realising the remaining underlying investments.

In 2017, Reinet invested in Trilantic Capital Partners VI Parallel (North America) L.P. (collectively

with its parallel vehicles, ‘Fund VI’) and Trilantic Energy Partners II Parallel (North America)

L.P. (collectively with its parallel vehicles, ‘TEP II’). These US-based funds are focused on North

American opportunities with TEP II being especially focused on the energy industry sector.

REINET INVESTMENTS S.C.A.

TRILANTIC CAPITAL PARTNERS

CONTINUED

Charlie Ayres, Chairman of Trilantic North America and the Executive Committee of Trilantic

Capital Partners, commented:

‘2022 was a difficult year for financial assets, with ‘worst performance since 2008’ pervasive in

describing performance. Many (former) technology darlings lost significant value. The Nasdaq fell

33 per cent on the year, outpacing losses in the S&P 500 Index and Dow Jones Industrial Average,

down 19 per cent and 9 per cent, respectively.

Risk appetite has not completely dried up in the face of uncertainty and volatility. Trends in

earnings and future guidance, as well as messaging from the Fed, will likely shape public market

performance over the coming months. Despite significant losses in public markets in 2022, many

private equity valuations have not yet experienced significant markdowns. Our active companies

remain under-levered with healthy balance sheets and we continue to focus on finding asymmetric

risk/reward opportunities to deploy capital.

Key highlights from the past year include:

• Completed 5 significant realisations with total proceeds of $ 762 million,

• Fund VI North America deployed $ 212 million into 2 new platform investments,

• Experienced aggregate portfolio accretion of $ 878 million during 2022,

• Continued to source attractive add-on investments for our platform companies.

We are on track to publish our 3rd Annual ESG Report in May 2023; this report will provide an

update on our progress both within the Firm and within our portfolio, where we have focused on

key KPIs, influenced by ILPA’s ESG Convergence project; we are proud to be signatories to both the

U.N. Principals for Responsible Investing and ILPA’s diversity in action initiative.

Key 2023 objectives: We aim to monetise 1 to 3 of our current investments during 2023, subject

to market conditions. We remain focused on finding 2 to 5 new investment opportunities per year

at a typical equity check size of $ 100 million to $ 300 million.’

Trilantic North America launched Trilantic Capital Partners VII Parallel (NorthAmerica) L.P.

(collectively with its parallel vehicles, ‘Fund VII’) as a successor fund to Fund IV, Fund V and

Fund VI, and Reinet committed to invest up to 9.9 per cent of total commitments in Fund VII,

with an expected final commitment of some $ 297 million. In April 2022, Fund VII held its first

closing; however, it has not called capital to date. Trilantic North America recently announced

that Fund VII is now expected to be a smaller bridge fund to Fund VIII. In light of this, Reinet

and Trilantic North America agreed that Reinet would not commit capital to Fund VII, however,

Reinet would retain its rights to invest on preferential terms in future funds.

Vittorio Pignatti-Morano, Chairman of Trilantic Europe, commented:

‘2022 was the 15th year of Trilantic Europe as an independent company and it was a year of

change. A dramatic and unexpected full-scale European conflict, the Russian invasion of Ukraine,

created a worldwide escalation of gas and oil prices. The resulting inflationary pressure on energy

was additive to the embedded ‘COVID-19 exit’ inflationary pressure arising from the prior two

years of extensive government subsidies to individuals and companies. It’s not clear for how long

this period of higher interest rates and higher inflation will last but it will be years not months. For

the USA and Europe, 2022 crystallised the end of two decades of growing global trade which were

a great deflator for the western economies which, by outsourcing production to lower-cost emerging

economies, were importing cheaper goods and services. Although already seeing reduced inflation,

all this represents a paradigm change for the world of investments in general and for private equity

in particular. At Trilantic Europe we are dealing with these changes. We have analysed in depth

our existing portfolio, the skills that our portfolio managers need, the new investments we should

consider and those we should de-emphasise. Our ESG focus that has been at the forefront of our

investing for over a decade, is now better channelled into our portfolio companies, making the

impact much greater.’

BUSINESS OVERVIEW

CONTINUED

MANAGEMENT REPORT

REINET INVESTMENTS S.C.A.

15 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

TRILANTIC CAPITAL PARTNERS

CONTINUED

Reinet’s investment in Trilantic Management and the above funds is carried at the estimated

fair value of € 472 million at 31 March 2023 (31 March 2022: € 385 million) of which

€ 2 million (31 March 2022: € 2 million) is attributable to the minority partner. The estimated fair

value is based on audited valuation data provided by Trilantic Management at 31 December 2022

adjusted for changes in the value of listed investments included in the portfolios and cash movements

up to 31 March 2023.

The increase in the estimated fair value reflects capital contributions of € 22 million and increases

in estimated fair values of underlying investments together with the strengthening of the

US dollar against the euro in the year, offset by distributions of € 44 million.

During the year under review, gains of € 21 million (31 March 2022: € 6 million) and carried

interest of € 6 million (31 March 2022: € 8 million) were realised.

Further information on Trilantic is available at www.trilantic.com

TRUARC PARTNERS FUNDS, CO-INVESTMENT OPPORTUNITIES AND

MANAGEMENT COMPANY

TruArc Partners LP (‘TruArc’) is a private equity firm focused on middle-market control

investments. TruArc focuses on companies that operate in sub-sectors across Specialty

Manufacturing and Business Services. The TruArc investment team collaborates with its

operating partners and portfolio management teams to create value through a transformational

growth strategy led by organic or acquisition-driven growth.

Reinet is invested in Snow Phipps II, Snow Phipps III, TruArc Fund IV, in two co-investment

opportunities alongside Snow Phipps III, and in the management company.

Ogden Phipps, Co-Managing Partner of TruArc Partners, commented:

‘2022 was a year of continued positive momentum for TruArc. We completed the acquisition

of two new platform companies in Fund IV, bringing the total to five platform companies in

that fund. Each company fits well within TruArc’s transformational growth approach, and

multiple growth initiatives are well underway. A key component of our investment approach is to

execute a ‘buy and build’ value creation strategy, and during 2022 we completed 20 strategically

important and financially accretive add-on acquisitions across the TruArc-managed portfolio

companies. TruArc’s active, operational approach has allowed us to strengthen our portfolio

company positions in their respective markets despite the dynamic operating environment driven

by supply chain issues, labour challenges, inflation, and rising interest rates. Despite the continued

market turbulence and challenging operating environment, we are encouraged by how well our

management teams are effectively leading our portfolio companies as they navigate these evolving

markets and execute their growth initiatives. We are working closely with our management teams

to build value through transformational growth across the TruArc portfolio.’

Reinet’s investment is carried at an estimated fair value of € 301 million at 31 March 2023

(31March 2022: € 202 million), based on the audited valuation data provided by TruArc at

31December 2022 adjusted for cash movements up to 31 March 2023.

The increase in the estimated fair value reflects capital contributions of € 66 million, increases in

estimated fair values of underlying investments together with the strengthening of the US dollar

against the euro in the year, offset by distributions of € 3 million.

During the year under review, gains of € 1 million (31 March 2022: € 123 million) wererealised.

Further information on TruArc Partners is available at www.truarcpartners.com

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

BUSINESS OVERVIEW

CONTINUED

COATUE FUNDS

Coatue Management L.L.C. (‘Coatue’) is a global investment firm focused on technology-

related investment opportunities led by founder, Mr Philippe Laffont. Coatue invests in public

and private markets with a focus on technology, media, telecommunications, the consumer

and healthcare sectors. Coatue manages some $ 42 billion in assets on behalf of individuals,

endowments, foundations, pension plans, sovereign wealth funds, insurance companies and

other institutional investors and has offices in New York, San Francisco, London, Shanghai and

Hong Kong.

In October 2022, Reinet committed a total of € 278 million ($ 300 million) to two funds

managed by Coatue Management L.L.C., € 139 million ($ 150 million) to Coatue Structured

Offshore Feeder Fund LP and € 139 million ($ 150 million) to Coatue Tactical Solutions

CTOffshore Fund B LP (together the ‘Coatue Structured Funds’). Both funds follow the same

investment strategy.

The Coatue Structured Funds will seek to invest in structured investments in both publicly

listed and privately held technology companies that offer downside protection, while retaining

upside potential. The Coatue Structured Funds will focus on privately negotiated transactions

leveraging Coatue’s sector experience and platform resources to source proprietary transactions.

Coatue will seek to employ a strategy that will opportunistically fund both offensive and defensive

transactions such as M&A, and establishing paths toward accelerating organic growth, among

other paths. Coatue believes there is a substantial universe of potential investment opportunities

and that the market could produce significant structured capital opportunities.

Coatue will typically seek to lead transactions and assert control over deal structure, terms, and

price. The majority of transactions will aim to be proprietary – not through a marketed offering –

and are expected to aim to avoid mark-to-market volatility. Coatue generally intends to focus on

companies that are: 1) powered by a strong underlying trend; 2) established winners or breakout

leaders within a category or trend; 3) pursuing a large total addressable market; 4) operating

business models with strong unit economics; and 5) led by visionary founders and top-notch

management teams. In the approximately nine months since launch, the Coatue Structured

Funds have deployed more than $ 600 million across eight transactions.

Reinet’s investment is carried at an estimated fair value of € 50 million at 31 March 2023

(31 March 2022: € nil), based on the audited valuation data provided by Coatue at

31December2022 adjusted for cash movements up to 31 March 2023.

The increase in the estimated fair value reflects capital contributions of € 50 million during

the year.

Further information on Coatue is available at www.coatue.com

REINET INVESTMENTS S.C.A.

17 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

ASIAN PRIVATE EQUITY COMPANIES AND PORTFOLIO FUNDS

Milestone China Opportunities funds and management company

Reinet has invested along with Milestone Capital in a management company based in Shanghai,

and has also invested in certain funds managed by Milestone Capital (together ‘Milestone’).

Milestone Capital has a strong track record in helping portfolio companies scale their operations

and become listed on either domestic or foreign stock exchanges. Funds under management

invest primarily in domestic Chinese high-growth companies seeking expansion or acquisition

capital. Milestone funds seek to maximise medium to long-term capital appreciation by making

direct investments to acquire minority or majority equity stakes in those companies identified

by Milestone’s investment team. Current areas of investment include: domestic consumer

brands, biopharmaceutical manufacturers, medical device manufacturers, big data services and

e-commerce.

Yunli Lou, Managing Partner of Milestone Capital, commented:

‘During 2022, Milestone Capital continued working closely with our portfolio companies to achieve

exits. We continued selling down our shares in a listed cosmetics e-commerce platform, and also

started the sales process of our stake in a medical consumable company.

In 2022, China’s economy and social activities were negatively impacted by COVID-19. Full year

GDP was $ 17.5 trillion, up by only 3.0 per cent year-on-year, while total retail sales of consumer

goods posted a 0.2 per cent year-on-year decline. Capital markets performance was weak as well,

impacted by the weakened economy and sentiment. Starting in November 2022 after China’s top

leadership reshuffle, China relaxed its zero-COVID policy and started reopening. The number of

COVID-19 infections quickly peaked in late December 2022, and since early 2023, daily life and

social activities have returned to normal. The government has set a 5.0 per cent GDP growth rate

target for 2023, while making economic growth the top priority in setting policies, particularly in

consumption, manufacturing and energy transition sectors.’

The investment in Milestone is held at the estimated fair value of € 44 million (31March2022:

€ 50 million) based on audited financial information provided by Milestone Capital at

31December 2022 adjusted for movements in listed investments and cash movements up to

31March 2023.

The decrease in the estimated fair value reflects distributions of € 9 million and decreases in

estimated fair values of underlying investments, offset by capital contributions of € 1 million

together with the strengthening of the US dollar against the euro in the year.

Further information on Milestone is available at www.mcmchina.com

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

BUSINESS OVERVIEW

CONTINUED

Prescient China funds and management company

Reinet invests in the Prescient China Equity Fund, the Prescient China Balanced Fund, the

Prescient China Growth Enhanced Absolute Return Fund and the management company.

The Prescient China Equity Fund uses a systematic, quantitative approach to seek long-term

capital growth by investing primarily in China ‘A’ shares listed on the Shanghai and Shenzhen

Stock Exchanges by virtue of Prescient’s Qualified Foreign Institutional Investor status granted

by the China Securities Regulatory Commission.

Prescient China Balanced Fund invests in equities following a similar strategy to the Prescient

China Equity Fund and also in bonds, cash and derivatives with the objective of generating

inflation-beating returns at acceptable risk levels.

In May 2022, Reinet committed to invest in the newly launched Prescient China Growth

Enhanced Absolute Return Fund. The fund aims to achieve long-term capital growth at

significantly lower return volatility than conventional multi-asset China investment strategies.

The fund will predominantly invest in mainland Chinese equities, bonds, cash, money market

instruments and derivatives. Reinet invested € 11 million ($ 12 million) during the year.

All funds are managed by a subsidiary of Prescient Limited (‘Prescient’), a South African fund

manager, with the team based in Shanghai.

Liang Du, Portfolio Manager of Prescient, commented:

‘Over the past year China faced its most challenging year yet since the Chinese financial crisis

of 2015. Omicron’s fast transmissibility resulted in COVID-19 being out of control in China

for the first time; zero-COVID policy in major cities combined with extremely cumbersome

COVID-19 controls dramatically dampened economic activity as well as household sentiment

throughout the country. The combination of zero-COVID policy with negative sentiment

would further impact the already slowing property sector, resulting in large property developer

defaults. Geopolitical concerns also remain at the forefront. All of this resulted in Chinese stocks

hitting the 2008 level low, with low single digit PE multiples in October 2022.

President Xi secured his 3rd term and policy movement post event as well as cabinet appointments

surprised many. By and large the majority of new cabinet members are technocrats and historically

business friendly. As Omicron became widespread for the second time in December 2022,

zero-COVID policy was abandoned quickly resulting in the complete dismantling of all

COVID-19 policies in a few weeks. Low inflation, low interest rates as well as the end of

zero-COVID policy saw a strong economic recovery in China in the first quarter of 2023.

Over the past year the Prescient Funds navigated some of the most difficult financial markets

well, both funds were exceedingly competitive against their respective peer group and performed

very well under extremely difficult conditions, with our flagship China Balanced Fund reaching

its 10-year anniversary in March 2023. The fund is comfortably in the top decile in its category

and delivered returns of 8.5 per cent annualised over the past decade. In spite of China’s capital

markets having a pretty tough time, the fund still delivered strong real returns and almost

doubled the return of just a passive fund equivalent. Our Equity Fund will see its 5-year

anniversary in October 2023, it has also beaten more than 80 per cent of its peer group since

inception. We continue to follow our philosophy and process to invest in China and hope that

we will deliver for clients over the next decade what we have done over the last.’

Reinet’s total investment is carried at an estimated fair value of € 143 million based on unaudited

financial information provided by Prescient at 31 March 2023 (31 March 2022: € 143 million).

The estimated fair value reflects capital contributions of € 11 million together with the

strengthening of the US dollar against the euro in the year, offset by decreases in the value of

underlying investments.

Further information on Prescient is available at www.prescient.co.za

REINET INVESTMENTS S.C.A.

19 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

Asia Partners funds

Reinet is invested in Asia Partners I LP and Asia Partners II LP.

Asia Partners I LP is the inaugural fund of Asia Partners Fund Management Pte. Ltd

(‘Asia Partners’), a Singapore-based growth equity investment firm. Asia Partners II LP was

launched in April 2022.

Asia Partners bases its investment strategy on the long-term growth potential of Southeast Asia,

the rapid growth of innovative technology and technology-enabled businesses in the region,

and target investments in the $ 20 million to $ 80 million range, often described as the ‘Series

C/DGap’ between early-stage venture capital and the public capital markets.

Oliver Rippel, Co-Founder and Partner of Asia Partners, commented:

‘We continue to be excited about the Southeast Asia region. Five out of the six key countries in

the region outperformed US equities by at least 800 basis points in 2022. Three out of the six

had higher real GDP growth than inflation in 2022. Demographics favour Southeast Asia,

as well: the total population of 15 to 35-year-olds in Southeast Asia peaks after both China

andIndia.

With this macro backdrop, we have seen a significant number of next generation tech companies

across the region not only scale their business, but most importantly generate strong gross profits

and near-term profitability. Our objective is to support these businesses through our investment

and value-add and ultimately help them transition to become sizeable public companies.’

In April 2022, Reinet committed € 30 million ($ 31 million) to Asia Partners II LP as part of

the first close. This amount increased to € 35 million ($ 37 million) through December 2022

and is expected to increase further at subsequent fund closings. An initial investment of some

€7million ($ 8 million) was made in July 2022.

The investment in Asia Partners funds is held at the estimated fair value of € 32 million

(31March 2022: € 20 million) based on audited financial information provided by the fund

manager at 31 December 2022 adjusted for cash movements up to 31 March 2023.

The increase in the estimated fair value reflects capital contributions of € 10 million, increases

in the value of underlying investments together with the strengthening of the US dollar against

the euro in the year.

Further information on Asia Partners is available at www.asiapartners.com

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

BUSINESS OVERVIEW

CONTINUED

SPECIALISED INVESTMENT FUNDS

NanoDimension funds and co-investment opportunities

ND Capital (‘NanoDimension’) is a venture capital firm founded in 2002 that invests in

disruptive technologies in and at the intersection of the life and physical sciences, accelerated

by data sciences. Their core belief is that scientific disciplines will continue to converge, and

that some of the biggest breakthroughs will occur at the intersection of two or more disciplines.

The focus of each fund is to invest in and support the establishment, technology development

and scale up, growth and commercialisation of portfolio companies. They believe that these

disruptive technologies address some of the biggest societal problems. Investments range from

molecular diagnostics, cell and gene therapies, organs on chip, DNA synthesis and DNA

editing, energy storage and electrical propulsion systems for aviation. They invest predominantly

across the United States and Europe with additional investments in Canada, Denmark and the

UnitedKingdom. Their teams are situated in Silicon Valley, Switzerland and the Cayman Islands.

Aymeric Sallin, Founder of NanoDimension, commented:

‘Whilst we presently face tough capital markets our approach to investing is long term, which

requires time, effort, patience and resilience. In some instances, following a decade of investment

and support, we are excited to see certain of our portfolio companies become best in class.

As the organisation continues to grow, we are pleased with the sophisticated investors who have

world class expertise that have invested their own capital alongside us, and who work with us

regularly.

As with every company, the transition from technology to market, production, and operational

excellence, requires new skills. Hence, we feel very privileged to have recently attracted incredible

leadership talent for several of our portfolio companies.’

Reinet is a limited partner in NanoDimension L.P., NanoDimension II L.P., NanoDimension

IIIL.P., NanoDimension IV L.P. and ND Capital Opportunity Fund I L.P., and is invested in

one co-investment opportunity alongside NanoDimension II L.P.

At 31 March 2023, the estimated fair value of Reinet’s investment amounted to € 94 million

(31 March 2022: € 98 million) based on audited valuation data provided by NanoDimension

as at 31 December 2022 adjusted for movements in listed investments and cash movements up

to 31 March 2023.

The decrease in the estimated fair value reflects distributions of € 6 million together with

decreases in the value of underlying investments, offset by capital contributions of € 7 million

together with the strengthening of the US dollar against the euro in the year.

Further information on NanoDimension is available at www.nd.capital

Other fund investments

This includes small, specialist funds investing in private equity businesses and start-up ventures.

Other fund investments are valued in total at their estimated fair value of € 2 million

at 31 March 2023 (31 March 2022: € 8 million) based on the latest available valuation

statements received from the fund managers.

The decrease in the estimated fair value principally reflects decreases in the value of underlying

investments.

REINET INVESTMENTS S.C.A.

21 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

UNITED STATES LAND DEVELOPMENT AND MORTGAGES

Reinet has invested in certain real estate development projects and related businesses located

in the United States (including Florida, North Carolina and South Carolina). Reinet has also

purchased mortgage debt associated with such developments from financial institutions, usually

at significant discounts to face value.

The core land development process encompasses land planning, attaining entitlements from

governmental bodies and installation of community infrastructure. Other investments in

mitigation banks facilitate the preservation of land to offset the loss of wetlands necessitated

by public improvements, such as highway construction, and other privately-sponsored

developments.

Bill Lanius, Chief Executive Officer of United States land development and mortgages, commented:

‘In the past year, our industry has witnessed a moderation in housing demand caused by

significant mortgage rate increases and general economic uncertainty, primarily stemming from

the inflationary surge. Furthermore, lingering supply chain issues and heightened governmental

regulation resulted in extended production cycles. Despite these challenges, the demographics

that support long-term housing demand remain favourable, particularly in Florida and other

sunbelt locations in which our portfolio of properties is concentrated.

During our most recent fiscal year, the United States land development and mortgages business

finalised key transactions and solidified important business relationships that will facilitate

future operations. The results are consistent with our strategy of monetising designated assets

and distributing surplus capital to Reinet. Based on our progress to date, we cautiously enter

the new fiscal year as a streamlined operation with greater ability to respond to changing

economiccircumstances.’

The investment is carried at the estimated fair value of € 26 million as at 31 March 2023

(31 March 2022: € 32 million). The current valuation is based on audited and unaudited

financial statements as at 31 December 2022 adjusted for cash movements up to 31 March 2023.

The decrease in the estimated fair value reflects repayments received during the year of

€ 11 million, offset by increases in the valuation of underlying assets together with the

strengthening of the US dollar against the euro during the year.

OTHER INVESTMENTS

Other investments are carried at their estimated fair value of € 58 million at 31 March 2023

(31March 2022: € 81 million).

The decrease in the estimated fair value relates to decreases in the valuation of underlying

investments and the weakening of sterling against the euro in the year, offset by amounts invested

together with the strengthening of the US dollar against the euro in the year.

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

BUSINESS OVERVIEW

CONTINUED

COMMITTED DURING THE YEAR

Commitments made in the year amounted to € 332 million, including € 278 million ($ 300 million) to Coatue funds, € 11 million ($ 12 million)

to Prescient China Growth Enhanced Absolute Return Fund and € 35 million ($ 37 million) to Asia Partners II LP.

TOTAL COMMITMENTS

Funding commitments are entered into in various currencies including sterling and US dollar and are converted into euro using 31 March 2023

exchange rates.

The table below summarises Reinet’s investment commitments as at 31 March 2023.

31 March

2022

(1)

€ m

Exchange

rate

effects

(2)

€ m

Committed

during the

year

(3)

€ m

Funded

during the

year

(3)

€ m

31 March

2023

(3)

€ m

31 March

2023

Pension Corporation – – 6 (6) – –

Private equity and related partnerships

Trilantic Capital Partners

Funds, related general partners and

management companies

(4)

137 2 – (19) 120 19.1

TruArc Partners

Funds, co-investment opportunities and

management company 207 4 – (63) 148 23.6

Coatue funds – – 278 (50) 228 36.4

Asian private equity companies and

portfolio funds

Milestone China Opportunities funds

and management company 1 – – (1) – –

Prescient China funds and management

company – – 11 (11) – –

Asia Partners funds 7 – 35 (10) 32 5.1

Specialised investment funds

NanoDimension funds and

co-investment opportunities 66 1 – (7) 60 9.6

Other fund investments 33 (1) – – 32 5.1

United States land development and

mortgages 5 – – – 5 0.8

Other investments 4 – 2 (4) 2 0.3

460 6 332 (171) 627 100.0

(1) Commitments calculated using 31 March 2022 exchange rates.

(2) Reflects exchange rate movements between 31 March 2022 and 31 March 2023.

(3) Amounts calculated using 31 March 2023 exchange rates, which may differ from actual exchange rates on the transaction date.

(4) Commitments noted represent only Reinet’s share of the investments at 31 March 2023, additional commitments payable by the minority partner amount to € 3 million in respect of Trilantic.

REINET INVESTMENTS S.C.A.

23 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

CASH AND LIQUID FUNDS

Reinet holds cash on deposit principally in European-based banks and in liquidity funds holding highly rated short-term instruments.

Reinet’s liquidity is measured by its ability to meet potential cash requirements, including unfunded commitments on investments and the

repayment of borrowings, and at 31 March 2023 can be summarised as follows:

Cash and liquid funds € 288 m

Undrawn borrowing facilities € 227 m

Cash required for unfunded commitments (refer to table on previous page) (€ 627 m)

Cash required to meet GBP borrowing obligations (€ 227 m)

The undrawn borrowing facilities comprise a revolving facility with Bank of America, N.A. and with Citibank N.A. (see below).

Reinet may sell further BAT shares or use such shares to secure additional financing facilities from time to time.

BANK BORROWINGS

BORROWINGS

Reinet has a fixed-rate £ 100 million margin loan due to Citibank N.A., which is repayable in August 2024. At 31 March 2023, the estimated fair

value of the loan amounted to € 108 million (31 March2022: €114 million).

In addition, Reinet has a fixed-rate £ 100 million margin loan due to Bank of America, N.A., which is repayable in March 2025. At 31March 2023,

the estimated fair value of the loan amounted to € 109 million (31 March 2022: € 119 million).

The decrease in the estimated fair value of both loans reflects the increase in the discount rates used (due to increases in market interest rates) together

with the weakening of sterling in the period.

Some 13.8 million BAT shares have been pledged to collateralise these two loans.

In addition, Reinet has a facility agreement in place with Citibank N.A. up to August 2024 and with Bank of America, N.A. up to March2025. These

facilities allow Reinet to drawdown the equivalent of up to € 227 million (£ 200 million) in a combination of currencies to fund further investment

commitments. As at 31 March 2023 no funds have been drawn under these facilities.

Refer to page 56 for a description of Reinet’s policy on foreign exchange exposure.

OTHER LIABILITIES

Minority interest, fees payable and other liabilities, net of other assets comprise:

31 March 2023

€ m

31 March 2022

€ m

Minority interest (4) (3)

Liability in respect of current share buyback programme – (46)

Management fee (19) (17)

Performance fee – (3)

Tax provisions (5) (11)

Accruals and other payables, net of other receivables (8) (11)

BAT dividend receivable 32 31

Total other liabilities (4) (60)

The minority interest liability is in respect of a minority partner’s share in the gains and losses not yet distributed arising from the estimated fair

value movement of investments in which they have interests.

Tax provisions relate to realised and unrealised gains arising from the investments in Trilantic Capital Partners and TruArc Partners, together with

withholding and corporate taxes relating to the investment in United States land development and mortgages.

The BAT dividend receivable had a record date of 24 March 2023 and a payment date of 3 May 2023.

No provision has been made in respect of a performance fee as at 31 March 2023 (31 March 2022: € 3 million) as the conditions required to pay

a fee had not been met at year end date. In order for a performance fee to be payable at 31 March 2023, the volume weighted average market

price of the Company’s share determined by taking into account volume and price information on the Luxembourg Stock Exchange, Euronext

Amsterdam and the Johannesburg Stock Exchange over the last 20 trading days of the current financial year had to exceed € 18.61. The volume

weighted average market price of the Company’s share was € 18.56 for the last 20 trading days of the current financial year.

The management fee is payable to the Investment Advisor.

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

BUSINESS OVERVIEW

CONTINUED

INCOME STATEMENT

The income statement set out below differs from the format used in the IFRS reporting on page 46 and is presented to provide investors with a

more comprehensive picture of the movement in the estimated fair value of assets held by Reinet.

Year ended

31 March 2023

Year ended

31 March 2022

€ m € m € m € m

Income

BAT dividends 122 128

Interest and other investment income 23 16

Realised gain on disposal of BAT shares – 83

Realised gains on sale of other investments 13 107

Realised gains on derivative instruments – 11

Carried interest earned on investments 6 8

Total income 164 353

Expenses

Management fee (49) (44)

Performance fee – (3)

Operating expenses, foreign exchange and transaction-related costs (6) (7)

Interest and related financing expenses (5) (8)

Tax expense (5) (8)

Total expenses (65) (70)

Realised investment income, net of expenses 99 283

Fair value adjustments

BAT – unrealised (loss)/gain on shares held (271) 258

– unrealised gain on shares disposed of

(1)

– (93)

Pension Corporation (15) 41

Other investments 55 117

Derivative instruments – fair value adjustment on outstanding contracts (1) –

– unrealised gains on settled contracts

(2)

– (20)

Borrowings – unrealised gain on outstanding loans 11 4

– unrealised loss on repaid loans

(3)

– 2

Total fair value adjustments (221) 309

(122) 592

Effect of exchange rate changes on cash balances 2 10

Net (loss)/profit (120) 602

Minority interest – –

(Loss)/profit attributable to the shareholders of the Company (120) 602

(1) The reversal of the unrealised gain on shares surrendered during the year ended 31 March 2022 in relation to the repayment of the Merrill Lynch International borrowing represents the

unrealised gain on these BAT shares as at 1 April 2021.

(2) The reversal of the unrealised gains on derivative contracts represents the unrealised fair value as at 1 April 2021.

(3) The reversal of the unrealised loss on borrowings represents the unrealised loss as at 1 April 2021 on borrowings repaid during the year ended 31 March 2022.

REINET INVESTMENTS S.C.A.

25 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

INCOME

Dividend income from BAT recorded during the year ended

31 March 2023 amounted to € 122 million (£ 107 million)

(31March 2022: € 128 million (£ 109 million)). Dividend income

received from BAT during the year represents the second, third and

fourth 2022 quarterly dividend paid and the first 2023 quarterly

dividend with a record date of 24 March 2023 and a payment date

of 3May2023.

Interest income is earned on bank deposits, investments and loans

made to underlying investments.

Realised gains on other investments of € 13 million were mainly in

respect of investments in Trilantic Capital Partners, offset by realised

losses in respect of investments in Diamond interests.

Carried interest of € 6 million (31 March 2022: € 8 million) was

attributable to Reinet in respect of investments realised by Trilantic

Capital Partners.

EXPENSES

The management fee for the year ended 31 March 2023 amounts to

€ 49 million and is based on Reinet Fund’s NAV of € 5441million

at 30 September 2022 and € 5 890 million at 31 March 2022

(31 March 2022: € 44 million, based on Reinet Fund’s NAV

of €4783 million at 30 September 2021 and € 5 386 million at

31March 2021).

No performance fee is payable for the year ended 31 March 2023

(31March 2022: € 3 million) as the conditions required to pay a fee

had not been met at year end date. The performance fee is calculated

as 10 per cent of the Cumulative Total Shareholder Return as defined

in the Company’s prospectus, published on 10 October 2008 as last

amended on 25 August 2020, including dividends paid, over the

period since completion of the rights issue in December 2008 up to

31 March 2023, less the sum of all performance fees paid in respect

of previous periods.

Operating expenses of € 6 million include € 1 million in respect

of charges from Reinet Investments Manager S.A. (the ‘General

Partner’), and other expenses, including legal and other fees, which

amounted to € 5 million.

The net tax expense of € 5 million includes corporate and withholding

taxes payable in respect of gains realised on Trilantic Capital Partners,

together with deferred tax provisions related to unrealised gains,

expected distributions and accrued interest in respect of Trilantic

Capital Partners, TruArc Partners and United States land development

and mortgages.

FAIR VALUE ADJUSTMENTS

The investment in 48.3 million BAT shares decreased in value by

€ 271 million during the year under review. Of this, € 191 million

was attributable to the decrease in value of the underlying BAT

shares in sterling terms and € 80 million was due to the weakening

of sterling against the euro during the year under review.

The investment in Pension Corporation decreased in value by

€ 15 million which includes a decrease of € 108 million in respect of

the weakening of sterling against the euro in the year under review

(refer to pages 11 to 12 for a full description of the overall movement

of Pension Corporation during the year).

The unrealised fair value adjustment of € 55 million in respect of

other investments includes an increase in the estimated fair value of

Trilantic Capital Partners and TruArc Partners, offset by decreases

in the fair value of other listed investments, Prescient China funds,

NanoDimension, other fund investments and other investments

(see detailed analysis on page 52). The above amounts include the

effect of changes in foreign exchange rates in the year under review.

Borrowings are carried at estimated fair value reflecting the

discounted cash flow value of future principal and interest payments

taking into account prevailing interest rates. Unrealised gains of

€ 11 million during the year were in respect of changes in the

estimated fair value of the Citibank N.A. and Bank of America,

N.A. loans.

MINORITY INTEREST

The minority interest expense arises in respect of the minority

partner’s share in the earnings of Reinet TCP Holdings Limited.

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

BUSINESS OVERVIEW

CONTINUED

CASH FLOW STATEMENT

The summarised cash flow statement set out below differs from the format used in the IFRS reporting on page 48 and is presented to provide

investors with a more comprehensive picture of the movement in cash and liquid funds.

Year ended

31 March 2023

Year ended

31 March 2022

€ m € m € m € m

Investing activities

Purchase of investments, net of repayments (167) (215)

Proceeds from sales of investments 76 336

Net cash and liquid funds (used in)/generated by investing activities (91) 121

Financing activities

Dividend paid (51) (46)

Payment for settlement of derivative contracts – (2)

Cost of share buyback programmes (45) (4)

Net movements in bank borrowings – (250)

Net cash and liquid funds used in financing activities (96) (302)

Operating activities

Dividends received 122 133

Carried interest earned on investments 6 8

Interest and related financing expenses (5) (8)

Operating and related expenses (52) (47)

Taxation paid (13) (7)

Net cash and liquid funds generated by operating activities 58 79

Net cash outflow (129) (102)

Opening cash and liquid funds position 415 507

Effects of exchange rate changes on cash balances 2 10

Closing cash and liquid funds position

(1)

288 415

(1) Includes cash and liquid funds held in the Company, Reinet Fund and its subsidiaries.

INVESTING ACTIVITIES

Investments totalling € 167 million were made during the year,

including Pension Corporation, Trilantic Capital Partners, TruArc

Partners, Coatue funds, Prescient China funds, Asia Partners funds,

NanoDimension funds and other investments. Amounts invested

were partially offset by repayments in respect of loans and interest

received from United States land development and mortgages.

Proceeds from the sale of investments was in respect of Trilantic

Capital Partners, TruArc Partners, Milestone China Opportunities

funds, NanoDimension funds and Diamond interests.

FINANCING ACTIVITIES

A dividend of some € 50.9 million was paid to shareholders in

September 2022.

Reinet paid out € 45 million in respect of the share buyback

programme in the year.

REINET INVESTMENTS S.C.A.

27 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

OPERATING ACTIVITIES

Dividends received from BAT during the year ended 31 March 2023

amounted to € 122 million (£ 105 million) (31 March 2022:

€ 133 million (£ 114 million)). The dividends received from BAT

during the year represent the first, second, third and fourth 2022

quarterly dividends paid.

Interest of € 5 million was paid in respect of the sterling-denominated

loans.

Net US tax payments of € 13 million were paid in the year under review.

This amount includes taxes withheld by US paying agents in respect of

gains and carried interest received, together with estimated taxes paid on

gains and income which will be taxable in the United States.

Cash and liquid funds decreased by € 127 million over the year to

€ 288 million as the amounts invested in new investments, payment

of the dividend, the cost of the share buyback programme, management

fee and operating expenses exceeded amounts received in respect

of dividends and distributions from investments.

RISKS AND UNCERTAINTIES

Reinet’s current investments and future investment strategy are

subject to a number of risks and uncertainties. The General Partner

and Fund Manager have established policies and procedures to

identify and monitor these risks.

Responsibility for investment risk and treasury risk is borne by the

Board of the Fund Manager. The day-to-day treasury position is

monitored by the Chief Executive Officer and the Chief Financial

Officer and policy decisions in respect of the investment of cash

resources are taken by the Board of the Fund Manager.

Investment decisions are the responsibility of the Fund Manager,

acting on the advice of the Investment Advisor, as appropriate.

Reinet’s activities expose it to a variety of financial risks including

market risk (ie currency risk, fair value interest rate risk, cash flow

interest rate risk and price risk), credit risk and liquidity risk; these

risks are detailed in note 5 to the consolidated financial statements

on page 53 of this report.

Global markets continued to be impacted by the effects of the

ongoing Ukraine crisis, increasing interest rates and rising inflation.

Whilst the world has made significant progress in its recovery from

the impacts of COVID-19, general economic and geopolitical

concerns remain elevated. As a result, higher levels of risk and

uncertainty exist at this time and markets are likely to remain

volatile for some time, and thereby continue to have an influence

on the value and prospects of the investments held by Reinet Fund.

Other principal risks are as follows:

LEGAL AND COMPLIANCE RISKS

Laws and regulations governing the operations of the Company and

Reinet Fund may affect their business, investments and results of

operations.

The Company is required to comply with certain regulatory

requirements applicable to a Luxembourg securitisation company,

and Reinet Fund is required to comply with certain regulatory

requirements that are applicable to a Luxembourg specialised

investment fund. The Company is also required to comply with

regulations applicable to a company admitted to listing and trading

on the Luxembourg Stock Exchange and Euronext Amsterdam, and

with a secondary listing on the Johannesburg Stock Exchange.

Additional laws and regulations may apply to the portfolio assets in

which Reinet makes investments, and those laws and regulations, as

well as those applicable to Reinet, may restrict the ability of Reinet

to make certain types of investments in certain countries or affect

the returns available from those investments.

Laws and regulations and their interpretation and application may

also change from time to time and such laws and regulations or

those changes could have a material adverse effect on the business,

investments and results of operations of Reinet. In addition, a

failure to comply with applicable laws or regulations, as interpreted

and applied, or to maintain any necessary regulatory licences, by

any of the General Partner, Fund Manager or Investment Advisor,

could have a material adverse effect on the business, investments

and results of operations of Reinet. Where investee companies are

subject to regulation, failure to obtain appropriate licences or to

comply with regulatory requirements may impact the valuation of

the underlying investment.

Additional laws and regulations may apply to shareholders’

ownership of the Company’s shares, including as a result of Reinet

Fund’s direct and indirect investments.

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

BUSINESS OVERVIEW

CONTINUED

The United States’ Foreign Account Tax Compliance Act (‘FATCA’)

imposes reporting and other requirements on payers and recipients

of certain categories of income starting 1 July 2014. Non-US entities

which do not comply with FATCA may be subject to withholding

tax on certain categories of income. The Company and its controlled

affiliates have taken the steps they considered necessary to be and

remain compliant with FATCA.

Under FATCA, the Company or its affiliates may be required to

report to the US Internal Revenue Service (‘IRS’), directly or

through their respective tax authority co-operating with the IRS,

information about financial transactions made by US taxpayers

and other specified entities or individuals, and could be required to

impose withholding tax, documentation and reporting requirements

on such transactions. The additional administrative requirements of

FATCA may result in increased compliance costs and could have an

adverse effect on the business, investments and results of operations

of Reinet.

The Common Reporting Standard (‘CRS’), developed by the

Organisation for Economic Co-operation and Development, is a

global standard for the automatic exchange of financial information

between tax authorities worldwide. Under the CRS, the Company

and/or its affiliates may be required to identify and report to their

respective tax authority information on certain accounts held directly

or indirectly by tax residents in other participating CRS countries,

which may subsequently be disclosed to foreign tax authorities. The

Company and its affiliates have taken the steps they considered

necessary to be and remain compliant with the obligations imposed

by the CRS. The additional administrative requirements of the CRS

may result in increased compliance costs for Reinet.

OPERATIONAL RISKS

The Company does not have any operations of its own. All

operations are carried out by Reinet Fund.

The Company’s principal source of earnings is returns in the form

of income and capital gains from the investments made through

ReinetFund and its subsidiaries.

The ability of Reinet Fund to make cash distributions to the

Company will depend on a number of factors, including, among

others, the actual results of operations and financial condition of

Reinet Fund, its subsidiaries and investee companies, restrictions

on cash distributions that are imposed by applicable law or the

constitutional documents of Reinet Fund, the terms of any future

financing agreements entered into by Reinet Fund or its subsidiaries,

the timing and amount of cash generated by investments that are

made by Reinet Fund, any contingent liabilities to which Reinet

Fund may be subject, the amount of income generated by Reinet

Fund and other factors that the Fund Manager deems relevant.

DIVIDEND

The Company relies on distributions from Reinet Fund as its

principal source of income from which it may pay dividends.

A cash dividend of some € 50.9 million or € 0.28 per share (excluding

treasury shares held) was paid in September 2022, following approval

at the annual general meeting held on 30August2022.

The General Partner has proposed a cash dividend of € 0.30 per

share subject to shareholder approval at the annual general meeting,

which is scheduled to take place in Luxembourg on Tuesday,

29August 2023.

There is no Luxembourg withholding tax payable on dividends

which may be declared by the Company.

In 2013 the Company sought clarification from the South African

Revenue Service (‘SARS’) as to the treatment of any dividends to be

declared by the Company and paid to holders of depository receipts

issued by Reinet Securities SA in respect of Reinet ordinary shares.

This ruling was renewed for a further 5 years on 8 March2018 in

respect of any dividends to be declared by the Company and paid to

holders of the Company’s ordinary shares listed on the Johannesburg

Stock Exchange. The Company is in the process of applying for a

renewal of this ruling in respect of any dividends to be declared and

paid to holders of its ordinary shares listed on the Johannesburg

Stock Exchange. Information relating to the renewal of the ruling

will be provided in due course.

The dividend will be payable in accordance with the following

schedule, subject to shareholder approval:

The last day to trade the Company’s shares cum-dividend in Europe

will be Wednesday, 13 September 2023 and in South Africa,

Tuesday, 12 September 2023. The Company’s shares will trade

ex-dividend from Thursday, 14 September 2023 in Europe and from

Wednesday, 13 September 2023 in South Africa. The record date for

the Company’s shares in Europe and in South Africa will be Friday,

15 September 2023.

The dividend on the Company’s shares in Europe will be paid on

Wednesday, 20 September 2023 and is payable in euro.

The dividend on the Company’s shares in South Africa will be paid

in South African rand on Wednesday, 20 September 2023. Further

details regarding the dividend payable to South African holders may

be found in a separate announcement dated 25 May 2023 on the

Johannesburg Stock Exchange News Service.

REINET INVESTMENTS S.C.A.

29 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

CORPORATE GOVERNANCE

INTRODUCTION

The Company recognises the importance of appropriate corporate

governance procedures in the management and oversight of its

business. The Company acknowledges the obligations placed upon

it as a public company with a listing on the Luxembourg Stock

Exchange and Euronext Amsterdam and a secondary listing on the

Johannesburg Stock Exchange. Notably, the Company is subject to

the X Principles of Corporate Governance of the Luxembourg Stock

Exchange (the ‘X Principles’) in so far as applicable to the Company.

The Company complies with all principles and recommendations

set out in the fourth version of the X Principles to the extent they

are applicable to it.

The Company’s corporate governance principles are described

in the Company Prospectus, in the statutes of the Company (the

‘Statutes’), as well as in the Corporate Governance Charter adopted

by the Company, all of which are available on the Company website,

www.reinet.com. The requirements of the Statutes, the principles set

out in the Company Prospectus and the Corporate Governance

Charter (together with the policies and procedures described

therein) adequately establish the framework of corporate governance

within which Reinet operates.

The Company, a partnership limited by shares (société en commandite

par actions) under the laws of Luxembourg, gives its shareholders

exposure to Reinet Fund, a specialised investment fund.

The Company was formerly known as Richemont S.A., which was

a subsidiary of Compagnie Financière Richemont SA (‘CFR SA’),

a Swiss company with significant luxury goods interests (CFR SA,

together with its subsidiaries are referred to as ‘Richemont’). The

Company separated from its former parent on 20 October 2008,

which saw the luxury businesses transferred to CFR SA. Following

the separation and subsequent restructuring steps, the Company

effectively retained part of Richemont’s former interests in BAT

together with cash and certain smaller investments.

MANAGEMENT

As a partnership limited by shares, the Company is managed by

a general partner rather than a board of directors. The general

partner is Reinet Investments Manager S.A. (the ‘General Partner’),

a limited company established in Luxembourg (société anonyme),

which also owns 1 000 management shares in the Company and

which has unlimited liability for any obligations of the Company

that cannot be met from the assets of the Company.

Both the General Partner and Reinet Fund Manager S.A. (the ‘Fund

Manager’) are owned and controlled by Rupert family interests.

During the year ended 31 March 2023, the Board of Directors of the

General Partner met physically (with all or the majority of members

physically present) on all four occasions. All directors attended all

meetings. The statutes of the General Partner require that the Board

of Directors consists of a minimum of three directors.

The General Partner is not acting as general partner for any

partnership other than the Company.

BOARD OF DIRECTORS OF THE GENERAL

PARTNER

The directors of the General Partner are:

JOHANN RUPERT

Chairman

South African, born 1950

Mr Rupert was appointed to the Board of Directors in 2008.

Mr Rupert studied economics and company law at the University

of Stellenbosch, South Africa. After working for the Chase

Manhattan Bank and Lazard Frères in New York, he founded

Rand Merchant Bank in 1979. In 1985 he joined Rembrandt. He

founded Richemont in 1988 and became Group Chief Executive.

Appointed as Executive Chairman in September 2002, he also

served as Group Chief Executive Officer during the periods from

October 2003 to September 2004 and from April 2010 to March

2013. He was Chairman of CFR SA up to September 2013, when

he indicated his intention to step down from the board of that

company during a sabbatical year. He was re-elected as Chairman

of CFR SA in September 2014. He is also Non-Executive Chairman

of Remgro Limited and is the Managing Partner of Compagnie

Financière Rupert.

Mr Rupert holds honorary doctorates in Law, Economics and

Commerce, is Chairman of the Peace Parks Foundation and the

Michelangelo Foundation.

WILHELM VAN ZYL

Chief Executive Officer

South African & British, born 1965

Mr van Zyl was appointed to the Board of Directors in 2014 and

appointed Chief Executive Officer with effect from January 2015.

Mr van Zyl holds a BCom degree from the University of Stellenbosch

and qualified as a Fellow member of the Institute and Faculty of

Actuaries (United Kingdom) in 1994. He is also a Fellow member

of the Actuarial Society of South Africa and completed the Harvard

AMP program in 2005. Mr van Zyl was group actuary of the financial

services group Metropolitan Holdings from 2001 and headed up

its corporate business from 2006. In 2008 he was appointed as a

director and chief executive of Metropolitan Holdings.

Following the listing of MMI Holdings in 2010, resulting from the

merger between Metropolitan and Momentum, he was appointed

as a director and deputy group chief executive with oversight of

the group’s health, international, investments and employee benefit

operations. He currently also serves on the boards of Pension

Insurance Corporation plc, Pension Insurance Corporation Group

Limited, Milestone Capital Investment Holdings Limited, Prescient

Investment Management China Limited and is also a director of

the Investment Advisor and of various subsidiaries of Reinet Fund.

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

ALAN GRIEVE

Non-Executive Director

British & Swiss, born 1952

Mr Grieve was appointed to the Board of Directors in 2008. He

retired as Chief Executive Officer in December 2014.

Mr Grieve served as Chief Financial Officer from 2008 to 2011 and

as Chief Executive Officer from 2012 to 2014. He remains on the

Board of Directors as a Non-Executive Director of both the General

Partner and Fund Manager.

Mr Grieve was appointed to the board of directors of Richemont

S.A. (the predecessor company to Reinet Investments S.C.A.) in

2004. Mr Grieve holds a degree in business administration from

Heriot-Watt University, Edinburgh and is a member of the Institute

of Chartered Accountants of Scotland. Prior to joining Richemont’s

predecessor companies in 1986, he worked with the international

auditing firms now known as PricewaterhouseCoopers and Ernst

& Young. He served as Richemont’s Company Secretary from 1988

to 2004 and as Director of Corporate Affairs from 2004 to 2016.

JOSUA MALHERBE

Non-Executive Director

South African & British, born 1955

Mr Malherbe was appointed to the Board of Directors in 2009.

Mr Malherbe qualified as a chartered accountant in South Africa

in 1984 having commenced his career with a predecessor firm to

PricewaterhouseCoopers. He then joined the Corporate Finance

Department of Rand Merchant Bank in 1985 and was a general

manager of the bank before moving to Rembrandt Group Limited

in 1990, also being involved with Richemont at that time.

He was appointed as Director – Investments of Rembrandt in 1993

and served in this position until the formation of VenFin Limited

in 2000 where he served as Chief Executive Officer until 2006.

Thereafter he held the position of Deputy Chairman of VenFin

Limited until November 2009 at which time Remgro Limited

acquired all the shares in VenFin Limited.

He was appointed as a Non-Executive Director to the board

of CFRSA in September 2010 and assumed the role of Deputy

Chairman in September 2013. He also serves as a director on boards

of a number of companies, including Remgro Limited and Pension

Insurance Corporation Group Limited.

REINET FUND

The Company owns the entire ordinary share capital of Reinet

Fund, a specialised investment fund established as a partnership

limited by shares (société en commandite par actions) under the laws

of Luxembourg.

As a partnership limited by shares, Reinet Fund is managed by a

general partner rather than a board of directors. The general partner

is the Fund Manager, a limited company established in Luxembourg

(société anonyme), which also owns 1 000 management shares in

ReinetFund and which has unlimited liability for any obligations

of Reinet Fund that cannot be met from the assets of Reinet Fund.

BOARD OF DIRECTORS OF THE FUND

MANAGER

The directors of the Fund Manager are:

JOHANN RUPERT

Chairman

(For biographical details see page 29)

WILHELM VAN ZYL

Chief Executive Officer

(For biographical details see page 29)

ALAN GRIEVE

Non-Executive Director

(For biographical details see above)

SWEN GRUNDMANN

Non-Executive Director

Dutch, born 1968

Mr Grundmann was appointed to the Board of Directors in

September 2012.

Mr Grundmann holds a law degree from the Faculty of Law of the

University of Amsterdam. He joined Richemont in January 1996

and has until December 2017 been responsible for the corporate

law affairs of many of its subsidiaries and been involved in various

merger and acquisition projects. He held the position of Company

Secretary of both the General Partner and Fund Manager from

2009 to January 2023. He has been Reinet’s General Counsel and

responsible for its legal affairs from 2011 to January 2023 and serves

on the boards of a number of companies in which Richemont or

Reinet hold an interest.

He is a member of the Dutch Association of Corporate Litigation.

DIANE LONGDEN

Chief Financial Officer

British & Luxembourger, born 1961

Ms Longden was appointed to the Board of Directors in

September2012.

Ms Longden is a member of the Institute of Chartered

Accountants in England and Wales and holds a Masters in Business

Administration from the Sacred Heart University, John F. Welch

College of Business in Luxembourg. Prior to joining Reinet in

2009, Ms Longden worked in the accountancy profession and

international insurance industry. She is also a director of various

subsidiaries of Reinet Fund.

BOARD COMMITTEES AND MANAGEMENT

The Company is managed by a general partner and as such it has

no board of directors, executive management or employees. As a

consequence, aspects of corporate governance which relate, amongst

others, to the composition, organisation and proceedings of the board

of directors and executive management, the establishment of board

committees and related processes of a public company established in

Luxembourg are not directly applicable to theCompany.

CORPORATE GOVERNANCE

CONTINUED

REINET INVESTMENTS S.C.A.

31 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

BOARD OF OVERSEERS

In accordance with Luxembourg law, a Board of Overseers

(Collègedes Commissaires) has been appointed to review the activities

of the Company. The Board of Overseers’ role is one of oversight

and control in addition to the specific powers conferred upon the

Board of Overseers by virtue of the Statutes. It has no executive

responsibility for the management of the Company except that the

Board of Overseers may be consulted by the General Partner on

such matters as the General Partner may determine and no action of

the General Partner that may exceed its powers shall be valid unless

authorised by the Board of Overseers.

The Board of Overseers of the Company has also been appointed as

the Board of Overseers of Reinet Fund. Each of the members of the

Board of Overseers is independent from the General Partner and the

Fund Manager.

The members of the Board of Overseers may not be directors or

employees of the General Partner or of the principal shareholder

of the General Partner or any entity in which the Company has a

material direct or indirect interest.

The Board of Overseers reports each year to the annual general

meeting of shareholders on the results of the mandate entrusted to

it, making such recommendations as it considers appropriate.

Every second year the Board of Overseers conducts a self-

assessment of its role, accountability, composition and effectiveness.

A self-assessment was performed in respect of the year ended

31March2022.

In addition to its role as defined by law, the Board of Overseers also

acts as the audit committee of the Company and Reinet Fund.

The functions of the Board of Overseers include notably:

• Monitoring the financial reporting process;

• Reviewing the financial statements of the Company and Reinet

Fund in order to ensure that they are fair, accurate and complete;

• Monitoring the Company’s and Reinet Fund’s compliance with

applicable legal and regulatory obligations;

• Monitoring the statutory audit of the Company and Reinet

Fund;

• Reviewing and monitoring the independence of the approved

statutory auditor and approving permissible non-audit services

as required;

• Monitoring the effectiveness of internal control and risk

management procedures; and

• Assessing the quality of the internal audit of the Company and

Reinet Fund.

During the year under review, the Board of Overseers met physically

(with all or the majority of members physically present) on two

occasions and in addition five meetings were held by conference

calls (as was permitted by the Luxembourg legal framework relating

to the measures concerning meetings of companies in the context

of the COVID-19 pandemic). All the members attended all of the

conference calls. Subsequent to the year-end, the Board of Overseers

also met on 26 April 2023 and on 15 May 2023 to review and discuss

with the approved statutory auditor the statutory and consolidated

financial statements of the Company and recommended that these

be presented to the annual general meeting of shareholders of the

Company for approval.

Mr John Li is the chairman of the Board of Overseers.

The members of the Board of Overseers are:

JOHN LI

Chairman

Mauritian & Luxembourger, born 1960

Mr Li was appointed to the Board of Overseers in August 2015.

Mr Li is a non-executive director and a partner of The Directors’

Office, a company of independent and non-executive directors.

Previously he was a managing partner of KPMG Luxembourg

and a member of the KPMG global investment management

leadership team, as well as chairman of the supervisory board for

KPMG Luxembourg. Mr Li is a Fellow of the Institute of Chartered

Accountants in England and Wales and a former member of the

Board of the Institut Luxembourgeois des Administrateurs (Institute

of Directors in Luxembourg) for 12 years. His expertise lies in

investment funds, banking and wealth management.

YVES PRUSSEN

Luxembourger, born 1947

Mr Prussen was appointed to the Board of Overseers in

September2009.

Mr Prussen graduated as a doctor at law in 1971 and holds a diploma

from the ‘Institut d’Etudes Politiques’ of the University of Grenoble.

During the same year he became a member of the Luxembourg

bar and since 1975 has been a partner in Elvinger Hoss Prussen, a

Luxembourg legal firm. Mr Prussen is a member of the International

Bar Association, the Luxembourg Section of the International Fiscal

Association and the Luxembourg Association for Arbitration. He is

the author of various publications in the field of tax law, arbitration,

securities laws and the law relating to undertakings for collective

investments.

STUART ROBERTSON

British & Swiss, born 1955

Mr Robertson was appointed to the Board of Overseers in

October2018.

Mr Robertson is a member of the Institute of Chartered Accountants

of Scotland and EXPERTsuisse. He had three decades’ experience

with KPMG auditing financial institutions and also advising them

in areas of risk and regulation, transformation, and M&A. He served

on both the Executive Committee and the Board of Directors of

KPMG Switzerland for 12 years. He also served as the KPMG Global

Financial Services Deal Advisory leader for 11years. He retired from

KPMG at the end of September 2018 and was voted on to the board

of EFG International AG effective from 1October2018.

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

CORPORATE GOVERNANCE

CONTINUED

STUART ROWLANDS

British & Luxembourger, born 1952

Mr Rowlands was appointed to the Board of Overseers in

August2016.

Mr Rowlands was the Head of Financial Risk at the European

Investment Bank (‘EIB’), the development bank of the

European Union, based in Luxembourg, until his retirement on

30June2018. He joined the EIB in 1988 and worked in various

senior roles involving internal audit, credit risk, infrastructure

funding and project finance. Previously, Mr Rowlands was with

PricewaterhouseCoopers Luxembourg and during this time spent

two years with the European Court of Auditors, also based in

Luxembourg. Mr Rowlands is a Fellow of the Institute of Chartered

Accountants in England and Wales and a member of the Institute of

Internal Auditors and an INSEAD-certified independent director.

His expertise lies in financial and credit risk management, internal

audit and corporate governance.

APPOINTMENT OF THE MEMBERS OF THE

BOARD OF OVERSEERS

The Statutes provide for a Board of Overseers composed of at

least three members. The members of the Board of Overseers

are appointed by a resolution of the annual general meeting of

shareholders by a simple majority of the votes cast. The annual

general meeting of shareholders fixes the term of their office. They

may be re-elected. Their appointment is not subject to the approval

of the General Partner.

REMUNERATION

Neither the Company nor Reinet Fund has any employees. Rather,

both entities pay fees to their respective managers, the General

Partner and the Fund Manager, in respect of the management

services provided.

The Company is managed by its General Partner. In accordance with

the Statutes, the Company reimburses the General Partner for its

expenses incurred in the ordinary course of business, including but

not limited to the remuneration of its staff, costs attributable to its

directors’ remuneration, taxes, rentals and any other disbursements,

and pays an annual administration fee equal to 10 per cent of such

expenses. During the year ended 31 March 2023, the Company

paid € 1.2 million to the General Partner in respect of the costs

that it had incurred, out of which € 0.3 million related to the costs

attributable to its directors’ remuneration, and € 0.1 million to the

related administration fee.

The Company’s wholly-owned subsidiary, Reinet Fund, is managed

by the Fund Manager. Reinet Fund reimburses the Fund Manager

for its expenses incurred in the ordinary course of business

including but not limited to the remuneration of its staff, costs

attributable to its directors’ remuneration, taxes, rentals and any

other disbursements, and pays an annual administration fee equal

to 10per cent of such expenses. Any such amounts payable to the

Fund Manager are deductible from any management fees payable to

the Investment Advisor (see Significant Agreements).

The annual general meeting of shareholders sets the remuneration

of the members of the Board of Overseers. An annual compensation

of € 70 000 per annum for each of the members of the Board

of Overseers was approved at the annual general meeting of

shareholders held on 30 August 2022.

Although the management of Reinet is distinct from Richemont

following the restructuring effected in 2008, a number of executives

who have management responsibilities within the General Partner

and the Fund Manager have executive roles in and were employed

by Richemont. With effect from 1 April 2010, separate employment

arrangements in respect of Richemont and Reinet duties apply in

respect of those individuals having roles within both organisations.

Post year-end this is no longer applicable.

SHAREHOLDINGS AND LOANS

Details of shareholdings by members of the Board of Directors of

the General Partner are given in note 14 to the consolidated financial

statements on page 69 of this report.

As noted previously, the General Partner holds 1 000 management

shares in the Company.

The Company has procedures in place requiring persons connected

with the Company, Reinet Fund, the General Partner, the Fund

Manager and the Investment Advisor not to trade in the Company’s

securities during closed periods in advance of the release of financial

information in respect of the Company or at other times when

they may be in possession of price-sensitive information. Approval

of transactions involving the Company’s securities is required

from Mr Rupert, Mr Malherbe or Mr van Zyl and transactions by

persons discharging managerial responsibilities are disclosed on the

Company’s website and information relating to such transactions is

published in a manner that ensures the effective dissemination of

information to the public.

There were no loans outstanding to members of the Board of Directors

of the General Partner during the year or at 31March2023.

At 31 March 2023, the Company owed € 0.8 million to the General

Partner and Reinet Fund owed € 7.5 million to the Fund Manager.

SIGNIFICANT AGREEMENTS

The Company is managed by its General Partner. The Company

reimburses the General Partner for its expenses incurred in

the ordinary course of business, including but not limited to

the remuneration of its staff, costs attributable to its directors’

remuneration, taxes, rentals and any other disbursements, and pays

an annual administration fee equal to 10 per cent of such expenses

(see Remuneration).

The Company’s wholly-owned subsidiary, Reinet Fund, is managed

by the Fund Manager. Reinet Fund reimburses the Fund Manager

for its expenses incurred in the ordinary course of business including

but not limited to the remuneration of its staff, costs attributable to its

directors’ remuneration, taxes, rentals and any other disbursements,

and pays an annual administration fee equal to 10 per cent of such

expenses (see Remuneration).

REINET INVESTMENTS S.C.A.

33 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

Under the terms of the Investment Advisory Agreement dated

9October 2008, as amended on 24 May 2010, 10 November 2011,

7 December 2018 and 1 October 2020 between Reinet Fund and

the Investment Advisor, Reinet Fund pays both management fees

and performance fees to the Investment Advisor.

Mr van Zyl, who is a Director of the General Partner, is also a

member of the Board of Directors of the Investment Advisor.

The management fee is payable to the Investment Advisor at a rate

of 1 per cent per annum on the NAV of Reinet Fund, excluding

cash and interests in funds managed by third parties. It is calculated

semi-annually based on the closing NAV at the end of the previous

six-month period.

The management fee in respect of cash is calculated at a rate of one

quarter of 1 per cent per annum.

No management fee is payable in respect of funds managed by third

parties except where the fee payable to the third-party has been

negotiated to a level below 1 per cent per annum and below the

level payable by other investors in a fund. In such circumstances, the

difference between the fee payable to the third-party manager and

1per cent is payable to the Investment Advisor.

Investments as a limited partner in funds under the management of

a management company in which Reinet Fund is an investor are not

treated as being managed by third parties; the management fee is

payable at 1 per cent per annum to the Investment Advisor. However,

such a fee payable to the Investment Advisor is reduced by any

management fee paid by Reinet Fund to the management company,

net of income received by Reinet Fund on its investment in the

management company in terms of its share of the management fees

earned by (but not carried interest attributable to) the management

company.

The management fee for the year under review amounted to

€ 49 million, of which € 10 million is paid to the Fund Manager.

As detailed in the Company Prospectus, issued when the Company

was established in 2008 as part of the Richemont reorganisation

which was approved by the former Richemont unitholders, the

performance fee in any period is to be calculated as 10 per cent of the

Cumulative Total Shareholder Return at the end of the Performance

Measurement Period, adjusted for all dividends and returns of capital

to the Company’s shareholders, less the sum of all performance fees

paid in previous Performance Measurement Periods. Following a

recent revision, the Cumulative Total Shareholder Return will be the

difference between the volume weighted average market price of the

Company’s shares on the Luxembourg Stock Exchange, Euronext

Amsterdam and the Johannesburg Stock Exchange over the last

20trading days of each financial year of the Company less the Initial

Price, calculated as the volume weighted average market price of

the Company’s shares on the Luxembourg Stock Exchange over the

first 60 trading days following the third day after the conclusion

of the rights issue in December 2008. The Initial Price, calculated

over the trading period from 22 December 2008 to 19 March 2009,

is€7.1945.

No performance fee is payable as of 31 March 2023 (31March2022:

€ 3 million).

The Investment Advisor shall be entitled to all accrued but unpaid

management fees and performance fees should the Fund Manager

(acting on the instructions of the Board of Overseers) terminate

the Investment Advisory Agreement with notice. Such entitlement

will not arise where the Fund Manager (acting on the instructions

of the Board of Overseers) is entitled to, and does, terminate the

Investment Advisory Agreement immediately or if the Investment

Advisory Agreement terminates automatically.

CONFLICTS OF INTEREST

Individuals who are involved in the management of the Company,

the General Partner or the Fund Manager may also be involved in

the management of other industrial and investment companies,

including but not limited to CFR SA and Remgro Limited.

There is a possibility that these individuals may have a conflict of

interest between the duties they owe to the Company or Reinet

Fund and the duties they owe to the other entities relying upon

their expertise. Such a conflict may arise in relation to, in particular,

proposed investment opportunities. The Company and Reinet

Fund will be managed to avoid any such conflicts of interest in all

possible circumstances, as is also formalised in a conflicts of interest

policy which was adopted by the Boards of the General Partner and

Fund Manager. If a conflict of interest in relation to an investment

opportunity would arise between any entities affiliated with Rupert

family interests the opportunity to co-invest may be offered to the

appropriate entities (taking into consideration, among other things,

the investment objective, policies and restrictions of each of those

entities). Specifically, in terms of the Company Prospectus and the

conflicts of interest policy it is expected that any investments in

luxury goods businesses will be made by CFR SA.

CAPITAL STRUCTURE

At 31 March 2023, the Company had 195 941 286 ordinary shares

and 1 000 management shares of no-par value in issue.

At 31 March 2023, the Company held 14 151 395 ordinary shares

as treasury shares. The voting and dividend rights attached to

treasury shares are suspended. Therefore, the total number of voting

rights at 31 March 2023 was 181 790 891.

SIGNIFICANT SHAREHOLDERS

The General Partner holds 1 000 management shares in the

Company, being 100 per cent of the management shares in issue.

The Anton Rupert Trust, the Anton Rupert Descendants Trust and

affiliated parties hold some 48.8 million ordinary shares representing

24.93 per cent of the Company’s issued share capital.

The group of parties regarded as being affiliated to the

Anton Rupert Trust and the Anton Rupert Descendants Trust

includes entities and persons which are not necessarily closely

connected with persons discharging managerial responsibilities

within the Company, as defined in Article 3 paragraph 1 of the EU

Regulation No 596/2014 on Market Abuse (the ‘Market Abuse

Regulation’). As a consequence, share dealings by such entities or

persons are not disclosed as dealings by connected parties in terms

of the Market Abuse Regulation.

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

CORPORATE GOVERNANCE

CONTINUED

On 20 September 2022, M&G Plc notified the Company that

accounts under management of M&G Investments Southern

Africa (Pty) Limited (previously Prudential Investment Managers)

held 5.01 per cent of the shares and voting rights in the Company

increasing above the 5 per cent threshold and an increase from 3.8

per cent previously reported.

On 24 December 2021, the Public Investment Corporation notified

the Company that it held 15.02 per cent of the shares and voting

rights in the Company.

On 28 June 2021, Allan Gray Proprietary Limited notified the

Company that accounts under its management held 4.97 per cent

of the shares and voting rights in the Company, falling below the

5per cent threshold.

On 27 April 2020, GIC Private Limited notified the Company that

on 22 April 2020 its holding of the shares and voting rights in the

Company fell below the 3 per cent threshold, to 2.97 per cent.

Old Mutual Investment Group (Pty) Ltd informed the Company

that as from 27 April 2016 its holding on behalf of its clients

exceeded 3 per cent of the shares and voting rights in the Company.

As at the date of this report, the Company has not received any other

notifications of significant shareholdings in excess of 3percent of

the shares in issue.

SHAREHOLDERS’ MEETINGS AND VOTING

RIGHTS

Shareholders’ meetings may be convened by the General Partner or

by the Board of Overseers. All shareholders are invited to attend and

speak at all general meetings of shareholders. Any shareholder may

appoint another person, who need not be a shareholder, to represent

them at the meeting.

Other than as required by law, resolutions to be approved at a

meeting of shareholders will be passed by an absolute majority

of those present and voting. There is no quorum requirement

for a meeting convened to consider the business ordinarily to be

considered by a shareholders’ meeting. The business ordinarily to be

considered at a shareholders’ meeting is the approval of the statutory

and consolidated financial statements as presented by the General

Partner; the consideration and approval of the appropriation

of the result of the year as proposed by the General Partner; the

appointment, removal and remuneration of the Board of Overseers;

and the discharge to be given to the General Partner and to the

members of the Board of Overseers. All other business at an annual

general meeting shall be considered only upon a proposal of the

General Partner unless otherwise provided for in the law.

Any other matter which does not fall within the scope of an annual

general meeting, as set out above, shall be dealt with by way of an

extraordinary meeting. An extraordinary meeting shall require that

50 per cent of shareholders of each class of shares is represented,

failing which the meeting must be reconvened in accordance with the

notice requirements laid down by the law. Resolutions proposed at

such a meeting shall be passed by a vote in favour of at least two-thirds

of the votes cast, provided that no resolution tabled at such a meeting

shall be validly passed unless approved by the General Partner.

The annual general meeting of shareholders of the Company was

held on 30 August 2022. Out of a total of 195 941 286 ordinary

shares and 1 000 management shares in issue, a total of 140 576 069

ordinary shares (some 71.74 per cent of the total voting rights) and

all the 1 000 management shares were represented. The proposals of

the General Partner in respect of the resolutions considered at the

meeting were approved by an overwhelming majority of the votes.

The notice of the 2023 annual general meeting of shareholders is

given on pages 84 to 86 of this report.

FINANCIAL REPORTING, INTERNAL

CONTROL AND RISK MANAGEMENT

The preparation of the statutory and consolidated financial statements

of the Company is the responsibility of the General Partner. The

Company’s role is limited to the holding of the investment in

Reinet Fund, the issuance of its own shares and related activities

and therefore its own entity financial statements are straightforward.

The Board of Directors of the General Partner has established strict

rules designed to protect the Company’s interests in the areas of

financial reporting, internal control and risk management. An

internal control process has been defined and implemented by the

Boardof Directors of the General Partner and approved by the Board

ofOverseers, with the aim of achieving reliability of financial and

accounting information and full compliance with applicable laws

and regulations. The internal controls over financial reporting are

designed to provide assurance that the financial reporting does not

contain any material inadequacies. The level of financial controls

that have been established are considered by the General Partner

to be adequate for the scale of the Company’s and Reinet Fund’s

operations and their level of complexity.

A risk management function exists and quarterly reports are

provided to the Boards of Directors of the General Partner and the

Fund Manager, as well as the Board of Overseers.

The internal audit function is outsourced; an internal audit report

is provided annually and the internal auditor attends at least one

meeting of the Board of Overseers.

Responsibility for management of investment risk and treasury risk

is borne by the Board of Directors of the Fund Manager. The day-

to-day treasury position is monitored by the Chief Executive Officer

and the Chief Financial Officer and policy decisions in respect of the

investment of cash resources are taken by the Board of Directors of

the Fund Manager.

Investment decisions are the responsibility of the Fund Manager,

acting on the advice of the Investment Advisor.

The Company is subject to financial risks, certain of which are

discussed in note 5 to the consolidated financial statements on

page53 of this report.

REINET INVESTMENTS S.C.A.

35 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

INFORMATION POLICY

The Company reports to shareholders in accordance with the

requirements of Luxembourg law, European regulations and

the guidance provided by the Luxembourg Stock Exchange, the

Commission de Surveillance du Secteur Financier (‘CSSF’), Euronext

Amsterdam and the Dutch Authority for the Financial Markets

(Autoriteit Financiële Markten, ‘AFM’). The annual report is

the principal source of financial and business information for

shareholders. The Company’s preliminary announcement of the

results for the financial year is usually issued in May each year.

In addition to the annual report, the Company publishes its half-

yearly unaudited financial report in November, as well as interim

management statements in July and January covering the Company’s

performance during the first and third quarters, respectively, of the

financial year. Ad hoc news announcements are made in respect

of matters which the Company considers to be of significance to

shareholders, in accordance with applicable laws and regulations

(including EU Regulation No 596/2014 on Market Abuse) and the

specific guidelines laid down by the Luxembourg Stock Exchange,

the CSSF, Euronext Amsterdam and the AFM.

The annual report is distributed to all parties who have requested a

copy. Investors may request electronic notification that such reports

have been published on the Company’s website.

All news announcements are distributed by email.

Shareholders and other interested parties may ask to be

included on the distribution list by contacting the Company

Secretary at the Company’s registered office or by email

(info@reinet.com) or by registering on the Company’s website

(http://www.reinet.com/investor-relations/company-announcements).

Copies of the annual report and half-yearly unaudited financial

report, the announcement of the results and ad hoc press

releases may also be downloaded from the Company’s website

(www.reinet.com). A copy of the Statutes of the Company and the

Corporate Governance Charter are available on the website.

In addition, the Company publishes Reinet Fund’s NAV statements.

In accordance with Reinet Fund’s prospectus, these NAV

statements will be published within 20 business days of the end

of each calendar quarter. These statements are also available on the

Company’swebsite.

Statutory and regulatory announcements are filed with the CSSF and

the AFM, published on the Company’s website and made available

to the Luxembourg Stock Exchange and Euronext Amsterdam.

AUDITORS

The statutory and consolidated financial statements of the Company

for the accounting year ended 31 March 2023 were audited by

PricewaterhouseCoopers, Société coopérative, approved statutory

auditors, Luxembourg.

SUSTAINABILITY

The Company’s approach to sustainability matters and its report

on corporate social responsibility for the accounting year ended

31March 2023 are included in the Sustainability Report appended

to the management report on page 37.

ARTICLE 11 OF THE LUXEMBOURG LAW

ON TAKEOVER BIDS OF 19 MAY 2006

The Company publishes the following detailed information as

required by Article 11 (1) of the law of 19 May 2006 on takeoverbids.

CAPITAL STRUCTURE OF THE COMPANY

The Company has issued two classes of shares, namely management

shares and ordinary shares. The ordinary shares are listed on the

Luxembourg Stock Exchange, Euronext Amsterdam and the

Johannesburg Stock Exchange; the listing on the Johannesburg

Stock Exchange is a secondary listing.

At 31 March 2023, the Company had 195 941 286 ordinary shares

and 1 000 management shares of no par value in issue.

At 31 March 2023, the Company held 14 151 395 ordinary shares

as treasury shares. The voting and dividend rights attached to

treasury shares are suspended. Therefore, the total number of voting

rights at 31 March 2023 was 181 790 891.

The ordinary shares confer on the shareholder the entitlement to

participate in and, except for the treasury shares, to vote at meetings

of shareholders, with each share carrying the right to one vote. Each

share, except for the treasury shares, also entitles each shareholder to

receive a proportionate share of any dividend that the Company may

declare and a proportionate share of the net assets of the Company

on liquidation. The liability of shareholders is limited to the amount

of their investment in the Company.

The management shares confer the same rights with regard to

voting, dividends and the distribution of assets on liquidation as the

ordinary shares. In addition, as the holder of the management shares,

the General Partner has broad powers to manage the Company and

has unlimited liability for any obligations of the Company that

cannot be met out of the assets of the Company. The management

shares are not listed.

RESTRICTIONS ON THE TRANSFER OF

SECURITIES

The ordinary shares are freely transferable. The Company and

its shareholders must comply with the requirements of the

Luxembourg law of 11 January 2008 on transparency requirements

(the ‘Transparency Law’), provided however that in addition to the

thresholds set out in such law, each shareholder shall, in accordance

with the Statutes, be liable to notify the Company of any acquisition

or disposal if the proportion of the holding of shares held by the

shareholder, whether directly and/or indirectly, including those that

are deemed to be controlled by the shareholder in the circumstances

contemplated by Article 9 of the Transparency Law, reaches, exceeds

or falls below the threshold of 3 per cent, failing which the General

Partner may disregard the voting rights attached to the shares and

certain restrictions may apply to such shareholdings in accordance

with the terms of Article 10 of the Statutes.

The management shares are transferable only to a successor or an

additional manager with unlimited liability for the Company’s

financial liabilities.

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

CORPORATE GOVERNANCE

CONTINUED

SIGNIFICANT SHAREHOLDERS

The details of significant shareholders within the meaning of the

Transparency Law are given on page 33 of this report.

SEPARATE CLASSES OF SECURITIES

The management shares held by the General Partner confer the same

rights with regard to voting, dividends and the distribution of assets

on liquidation as the ordinary shares. In addition, as the holder of

the management shares, the General Partner shall have broad powers

to manage the Company. The General Partner will have unlimited

liability for any obligations of the Company that cannot be met out

of the assets of the Company.

SHARES HELD IN RESPECT OF SHARE INCENTIVE

SCHEMES FOR EMPLOYEES OF THE GENERAL

PARTNER, FUND MANAGER AND INVESTMENT

ADVISOR

The Investment Advisor owns 916 512 ordinary shares of the

Company as at 31 March 2023 (31 March 2022: 919 064). These

shares have been acquired to hedge share appreciation rights and

related awards to key executives. Until the rights awarded under

these schemes may be exercised by the key executives concerned,

the voting rights in respect of these shares may be exercised by the

Investment Advisor.

SHAREHOLDERS’ MEETINGS AND VOTING

RIGHTS

Each issued share represents one vote, except for the treasury shares.

The voting and dividend rights attached to the treasury shares are

suspended. The rights of a shareholder to participate in a general

meeting and to vote in respect of their shares shall be determined

with respect to the shares held by the shareholder on the 14th

day prior to the general meeting, as required by Luxembourg law.

Further information is set out above.

SHAREHOLDER AGREEMENTS AND TRANSFER

RESTRICTIONS

There are no agreements between shareholders which are known to

the Company. The Company is not aware of any agreements which

may result in restrictions on the transfer of securities or voting rights.

RULES GOVERNING THE APPOINTMENT OF THE

GENERAL PARTNER AND AMENDMENTS TO THE

ARTICLES OF ASSOCIATION OF THE COMPANY

The Company has no executive management or employees. In

accordance with Luxembourg law, the management of the Company

is carried out by the General Partner, the unlimited shareholder of

the Company, which has been designated as such in the Statutes.

The replacement of the General Partner or the appointment of

additional managers requires an amendment to the Statutes.

Any proposal to amend the Statutes shall be considered and

approved by an extraordinary general meeting of shareholders to

be held before a public notary. At any such meeting, 50 per cent

of shareholders of each class of shares is required to be present or

represented. Resolutions shall be passed by at least two-thirds of the

votes cast, provided that no resolution at any extraordinary general

meeting of shareholders shall be validly passed unless approved

by the General Partner, unless otherwise provided by law and the

Statutes. In that respect it is to be noted that no decision of the

General Partner on behalf of the Company in respect of the exercise

by the Company of any power to amend the Statutes shall be valid

unless approved by the Board of Overseers.

POWERS OF THE GENERAL PARTNER

The General Partner is vested with the broadest powers to perform all

acts of administration in compliance with the Company’s corporate

objects set out in the Statutes except for matters expressly reserved

by Luxembourg law or the Statutes to be approved by the general

meeting of shareholders. Certain decisions of the General Partner

must be approved by the Board of Overseers.

SIGNIFICANT AGREEMENTS

There are no significant agreements to which the Company is a party

and which take effect, alter or terminate upon a change of control of

the Company following a takeover bid.

AGREEMENTS WITH DIRECTORS AND

EMPLOYEES

The Company is managed by the General Partner; it has no directors,

executive management or employees. Details of the agreements with

the General Partner, the Fund Manager and the Investment Advisor

are set out on page 32 of this report.

REINET INVESTMENTS S.C.A.

37 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

SUSTAINABILITY REPORT

Introduction

The business philosophy of Reinet Investments S.C.A. (the

‘Company’) and its subsidiary Reinet Fund S.C.A., F.I.S. (‘Reinet

Fund’, together with the Company, ‘Reinet’) is to find and invest

in assets that offer long-term growth potential. Having a long-term

view allows Reinet to identify investments that build sustainable

value for the long term and support broad economic growth, while

also meeting the needs of its stakeholders, such as shareholders,

employees, business partners and local communities.

Reinet considers it imperative for businesses to work responsibly,

recognising that the world’s resources are finite and that everyone

has a role to play in their conservation. Initiatives to reduce carbon

dioxide emissions, reduce water usage, preserve biodiversity and

enforce human rights are to be welcomed and supported.

Investors such as Reinet have a role to play by seeking out companies

that act responsibly and importantly, also avoiding those that do

not. Reinet’s investment criteria reflect these objectives; Reinet looks

for responsible management in businesses that take account of their

stakeholders’ interests, treat their employees fairly and respect the

environment. Reinet advocates that companies in which it invests

comply with relevant corporate governance requirements.

Reinet Fund’s corporate governance reflects this. Its general partner

Reinet Fund Manager S.A. (the ‘Fund Manager’) is organised to

support and reinforce Reinet Fund’s policy, understanding that its

primary fiduciary duty is to deploy capital to deliver attractive returns

over the long term, rather than short-term investment strategies

designed to generate immediate results. The Fund Manager’s

board has demonstrated commitment to a long-term investment

philosophy. Furthermore, Reinet’s internal policies and procedures

support the investment strategy and principles as set outabove.

Following an Environment, Social and Governance (‘ESG’) assessment

in 2021 identifying gaps and opportunities in its sustainability

approach, Reinet undertook a further ESG regulation review in 2022

to understand the disclosure requirements of existing and upcoming

EU regulations. The review highlighted the Corporate Sustainability

Reporting Directive (‘CSRD’) as having the most potential to impact

Reinet’s ESG disclosure in future, and so Reinet is carrying out a CSRD

readiness assessment to prepare for future reporting requirements of

the CSRD.

About this report

This year, the Company is producing its fifth consecutive

Sustainability Report, which has been prepared in accordance with

the X Principles of Corporate Governance of the Luxembourg Stock

Exchange (the ‘X Principles’) and in line with the Sustainability

Accounting Standards Board (‘SASB’) Standards.

The X Principles

This Sustainability Report has been prepared in accordance with the

X Principles, more specifically with its Principle number 9 relating

to corporate social responsibility (‘CSR’).

The X Principles is a list of ten corporate governance principles set by

the Luxembourg Stock Exchange in 2006 and reviewed in 2017 to

integrate a new principle relating to CSR. Through the X Principles,

the Luxembourg Stock Exchange encourages companies to:

‘…adopt a form of corporate governance that constitutes an integral part

of corporate culture, reflects the values of integrity and responsibility,

and is founded on the transparency of the decision-making processes and

respect for the interests of shareholders and all other stakeholders.’

CSR Principle number 9 is focused on non-financial information

and stronger integration of CSR aspects with financial data and

giving investors a better understanding of how such integration

contributes to a company’s strategy for creating value and global

performance.

The Company, as a listed entity on the Luxembourg Stock Exchange,

is subject to and is in full compliance with the X Principles to the

extent they are applicable to the Company. However, these principles

do not apply to regulated funds and are thus not applicable to its

subsidiary Reinet Fund.

Any responsibility for CSR obligations and reporting relating to the

Company lies with the board of directors of the General Partner.

Reinet Fund has no CSR reporting obligations.

Notwithstanding the latter, the Company has, for the purposes

of this Sustainability Report for the year ending 31 March 2023,

continued to implement the requirements of the X Principles

pertaining to sustainability on a look-through basis to Reinet Fund,

where relevant.

This Sustainability Report outlines the Company’s response to

Principle number 9 of the X Principles focused on CSR.

SASB Standards

As with previous years, the Company continues reporting in line

with selected industry-specific SASB topics and metrics (in addition

to the X Principles), as the SASB Standards represent a globally

recognised and accepted sustainability framework. The SASB

Standards were set up in 2011 to enable businesses to identify and

communicate industry-specific, financially-material sustainability

topics for investors.

The Company has used the SASB Standards and framework, specific

to the Asset Management and Custody Activities industry, to

identify material topics on which to report. SASB has identified the

following industry-specific sustainability topics as material:

• Transparent Information and Fair Advice for Customers;

• Employee Diversity & Inclusion;

• Incorporation of ESG Factors in Investment Management and

Advisory; and

• Business Ethics.

This Sustainability Report outlines the Company’s response to

each of the accounting metrics identified by SASB in relation to

these material topics (see SASB Material Sustainability Topics &

Accounting Metrics on page 39).

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

About Reinet

Structure and management

The Company is a securitisation vehicle incorporated under the laws

of Luxembourg. It is listed on the Luxembourg Stock Exchange,

Euronext Amsterdam and the Johannesburg Stock Exchange; the

listing on the Johannesburg Stock Exchange is a secondary listing.

Reinet Fund is a wholly-owned subsidiary of the Company and is

a closed-ended, specialised investment fund. Reinet Fund is also

the investment vehicle for all the investment assets held within

thestructure.

Reinet Investments

Manager

Reinet Fund

Manager

Shareholders

The Company

Reinet Fund

Assets

GENERAL PARTNERS

REINET

The Company and Reinet Fund are each managed by a general

partner (respectively Reinet Investments Manager S.A. (the ‘General

Partner’) and the Fund Manager, together ‘General Partners’) which

carries out the role generally performed by the board of directors

and the general management of a corporation and as such neither

the Company nor Reinet Fund has a board of directors, executive

management or employees. In addition, the Company and Reinet

Fund are subject to review by the Board of Overseers, responsible

for monitoring compliance with legal and regulatory obligations,

reporting process and its integrity, reviewing the effectiveness of

internal control and risk management procedures, among others.

Assets and investments

This year, Reinet has continued to allocate capital to investments

with a primary focus on assets with long-term growth potential

across sectors.

Listed or regulated investments currently represent in excess of

77per cent of the net asset value of Reinet Fund (‘NAV’).

As a result of the market movements and portfolio rebalancing

over the past years, Pension Insurance Corporation Group Limited

(‘Pension Corporation’), a UK-based insurance company specialising

in securing the liabilities of defined benefit pension schemes, now

represents Reinet’s largest investment, approximately 49 per cent

of the NAV. The investment in British American Tobacco p.l.c.

(‘BAT’) now represents approximately 27 per cent of the NAV.

Over the years, the exposure to BAT has been significantly reduced;

this represented some 80 percent of the NAV at 31March2009.

The investment in BAT provides Reinet with the capacity to

fund new opportunities, either from dividend income, through

borrowing or through the realisation of part of the investment,

and ensures that there is liquidity available at the level of Reinet

Fund, including during times of market distress, and to promote

long-termperformance.

Together, these two investments represent approximately 76 percent

of the NAV; each of these investees has integrated sustainability

in its strategy (see approach to Sustainability on page 39). Reinet

also invests in funds managed by third parties. These include funds

managed by Trilantic Capital Partners, TruArc Partners, Milestone

Capital, Prescient Investment Management China, ND Capital,

Asia Partners and Coatue.

Reinet Fund – Total assets under management

31 March 2023

€ m

31 March 2022

€ m

Assets

Listed equity securities 1 644 1 932

Unlisted equity securities and funds 3 990 3 786

Loans and interest receivable 19 49

5 653 5 767

Derivative financial instruments – 1

Cash and cash equivalents 288 408

Other assets 32 31

Total assets 5 973 6 207

SUSTAINABILITY REPORT

CONTINUED

REINET INVESTMENTS S.C.A.

39 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

Reinet’s approach to sustainability

Reinet seeks, through a range of investment opportunities, to build

partnerships with other investors, specialised fund managers and

entrepreneurs to find and develop opportunities for long-term value

creation for its shareholders. Since its formation in 2008, Reinet has

invested over € 3.5 billion.

Reinet’s strategy is to invest in, work with or create partnerships with

businesses that share similar goals and values.

ESG approach adopted by key investments

The purpose of Pension Corporation and its subsidiaries is to pay

the pensions of current and future policyholders. The assets they

invest in must therefore be sustainable with business models that

can survive changing environments. They have focused on assets

which are socially beneficial and will meet the needs of society in

the future such as investments in social housing, renewable energy,

higher education and long-term infrastructure projects. Their ESG

strategy incorporates ESG risks in investment decisions as well as

engagement with the investee companies to improve their ESG

performance. They have also published their first ESG Policy,

while also establishing a Net Zero working group to support its

commitment to reach net zero within its investment portfolio by

2050. In 2023, Pension Corporation published its ESG and the Task

Force on Climate-related Financial Disclosures (‘TCFD’) reports.

BAT has an open dialogue with stakeholders at local, regional

and global levels on key sustainability issues affecting its industry.

BAT’s own sustainability strategy is built on improving the health

impact of their business by giving customers greater choice and

deploying world-class science in the development of products. It has

made significant progress to develop and grow new categories of

reduced risk products to meet evolving consumer preferences. This

is supported by other ESG priorities, ie (a) environmental strategy

which includes carbon neutrality, water, waste and sustainable

agriculture, (b) social impact strategy which includes human

rights, farmer livelihood, health and safety, people and culture and

(c)robust corporate governance.

In 2022, BAT has taken steps to prepare its reporting in line with

the requirements of the CSRD by undertaking a double materiality

assessment, whilst it has also committed to a new Low-Carbon

Transition Plan aiming to halve absolute emissions across its value

chain by 2030.

Substantial commitments have been made over the years to funds

advised by Trilantic Capital Partners and TruArc Partners. These

operations both have well established ESG principles and practices

which guide their investment strategy and operating models.

Asia Partners has a responsible investment policy and is committed

to (a) ensuring environmental, social and governance issues are

identified and managed responsibly in their business activities and

relationships and (b) to investing in businesses with the intent to

contribute to measurable positive social or environmental, alongside

financial returns, and strive to ensure that impact considerations are

purposefully integrated throughout the investment lifecycle.

Other investments, such as those held through the NanoDimension

funds and related co-investments, are exploring the use of

emerging disruptive technologies to create new drugs or to improve

the mechanisms for the delivery of drugs or improved disease

management. They specifically look for breakthroughs in life,

physical and data sciences across the United States and Europe.

In 2022, Reinet invested in a fund managed by Coatue, an American

technology focused investment manager. Coatue, a signatory to the

United Nations Principles for Responsible Investment (‘UNPRI’),

invests in public and private markets with a focus on technology,

media, telecommunication, the consumer and health care sector,

and supports sustainable innovation in a range of ways.

In summary, Reinet aspires to make value-aligned investment

decisions that offer long-term growth potential to its investors. It

also recognises that the sustainability landscape is continuously

evolving and that there is growing stakeholder expectation for

greater investment clarity and more responsible investment

strategies. To respond to this, the Company aims to advance

year-on-year on its reporting ambitions and to work alongside

third-party sustainability experts to support it on its journey. The

Company has defined its corporate sustainability policy and aims

to comply with recognised international standards and frameworks

for sustainability, developing an ESG roadmap identifying priority

ESG areas and actions to improve transparency and disclosure.

Reinet Fund reviews the activities of investee entities regularly as

part of its ongoing review of its investment portfolio and of the risk

management process, in which ESG factors are incorporated (see

The X Principles and Incorporation of ESG Factors).

SASB Material Sustainability Topics & Accounting Metrics

The Company has used the SASB Standards and framework, specific

to the Asset Management and Custody Activities industry, to identify

material topics and inform its sustainability strategy and reporting.

In order to consider ESG as part of investment decisions the board

of the Fund Manager assesses the non-financial risks associated

with its investments as part of the due diligence process prior to the

acquisition of new assets. A Due Diligence Policy and Checklist

sets out the process to be followed in respect of due diligence to be

conducted, intending to gain a thorough understanding of prospects

for each investment and evaluate potential and inherent risks it faces

or may have to face in the future (see Incorporation of ESG Factors

on page 40). The board of the Fund Manager also regularly reviews

non-financial risks as part of the risk management process.

Transparent Information & Fair Advice for Customers

The Company’s customers are deemed to be its shareholders.

To ensure that shareholders are provided with timely and

comprehensible information relating to the Company, the General

Partner has defined a Shareholder Communication Policy. This

policy creates a framework for communication of transparent

and relevant information to enable all shareholders to exercise

theirrights.

The Company’s annual report is the principal source of financial

and business information for shareholders. The annual report is

distributed to all parties who have requested a copy. Electronic

notification that such reports have been published on the Company’s

website is available on request. In addition, the Company prepares

a half-yearly report, supplemented by quarterly updates to provide

further insight into the investment activities and performance over

the relevant reporting period. The Company also dedicates a specific

section of its website to its shareholders, including all information

required by laws and regulations.

REINET INVESTMENTS S.C.A.

MANAGEMENT REPORT

SUSTAINABILITY REPORT

CONTINUED

Reinet aims to conduct business in a manner that avoids complaints.

A Complaints Management Policy is in place to ensure that

complaints are handled properly and promptly, while meeting

the complainant’s interests, in line with applicable regulation

issued by the Commission de Surveillance du Secteur Financier

(‘CSSF’). The complaints handling procedure is available on the

Company’swebsite.

Finally, there has been no monetary loss as a result of legal proceedings

associated with the communication of financial information to

shareholders. The same applies to any regulatory proceeding such as

shareholder-initiated complaints or private civil litigations.

Incorporation of ESG Factors in Investment Management & Advisory

Reinet believes incorporating ESG factors in its investment

process enables it to create and enhance long-term value for all its

stakeholders. Prior to the acquisition of new assets, Reinet Fund

Manager S.A. follows a Due Diligence Policy which covers a

review of, if relevant, employment practices of the target company,

anti-corruption policies and enforcement, tax due diligence, data

privacy, cybersecurity, environmental reports or audits, and checks

for compliance with all relevant environmental laws.

The outcome of the due diligence analysis is considered in assessing

whether or not to proceed with an investment opportunity. Where

important areas have been identified, regular monitoring of investee

entities takes place alongside quarterly reporting on key trends and

risks where relevant.

Reinet Fund’s major investments Pension Corporation and

BAT operate in highly-regulated industries and/or markets.

Pension Corporation, for instance, is regulated by the Financial

Conduct Authority and Prudential Regulation Authority in the

United Kingdom. These companies have integrated ESG within

their business practices and are publicly reporting on material

topics, in line with externally recognised sustainability principles

and frameworks. For example, Pension Corporation is a signatory

to the United Nations’ Principles of Responsible Investment,

while BAT reports against SASB and Global Reporting Initiative

standards. Both entities also align their reporting with the TCFD.

Certain funds in which Reinet Fund invests have also incorporated

ESG factors evaluating the ESG risks and opportunities associated

with investments through pre-acquisition due diligence and ongoing

monitoring of portfolio companies.

Lastly, Reinet Fund has not adopted a formal proxy voting policy

and is not required to do so pursuant to laws and regulations

applicable to it; currently it holds no formal measurement for the

amount of assets under management that employs the integration of

ESG issues and sustainability-themed investing or screening.

Business Ethics

There have been no legal proceedings associated with fraud,

insider trading, anti-trust, anti-competitive behaviour, market

manipulation, malpractice or other related financial industry

laws or regulations in the reporting year. As a result, no monetary

losses were recorded in respect of these matters. To address the

risk of insider trading and to comply with applicable laws and

regulations, the Company has adopted a Code of Conduct. This

restricts persons connected with the Company, Reinet Fund, the

General Partners and with Reinet Investment Advisors Limited (the

‘Investment Advisor’) from trading in shares issued by the Company

and derivatives thereof (‘Reinet securities’) when in possession of

any price-sensitive information.

Specific approval to buy or sell Reinet securities is required from

designated officers of the General Partners. Transactions by members

of the board of directors of the General Partners and the Board of

Overseers, as well as any other persons closely associated with any

of them, are published on the Company’s website, in a manner that

ensures the effective dissemination of the information to the public

and through storage on the regulatory filing mechanism operated by

the Luxembourg Stock Exchange.

The Code of Conduct also imposes restrictions on dealings by

persons connected with the Company, Reinet Fund, the General

Partners and the Investment Advisor in assets in which Reinet Fund

has invested, or may consider investing in.

Reinet’s Conflict of Interest Policy, which was prepared in line

with applicable laws and regulations, aims to ensure that Reinet shall

make decisions in Reinet’s interest without any conflicts of interest.

Furthermore, the Company has adopted a policy on Related

Party Transactions to provide guidance on the current rules and

requirements for reviewing, approving and disclosing all related

party transactions.

As the Company has no employees, there is no formal whistleblowing

policy. For money laundering and terrorist financing matters, a

reporting procedure has been put in place by the Fund Manager.

The Company’s Anti-Money Laundering and Counter-Terrorist

Financing Policy has been updated during the year in compliance

with applicable laws and regulations; this policy is based on a risk-

based approach according to which a risk level is allocated to each

of Reinet Fund’s business relationships (its investors, investees and

key counterparties), which determines the level of due diligence

conducted and frequency of review.

Reinet takes a zero-tolerance approach to bribery and corruption

and is committed to acting professionally, fairly and with integrity

in all its business dealings and relationships. It has adopted an

Anti-Corruption and Bribery Policy which provides guidance and

outlines the responsibilities of all directors and employees of the

General Partners, and of those working for and on the Companies’

behalf, in observing and upholding the Companies’ position on

bribery and corruption. In addition to this, Reinet uses Transparency

International’s Corruption Perception Index and a cutting-edge

screening tool to assess the risks within its investments.

Key policies are subject to regular internal audit and any changes

are properly communicated to and well understood by relevant

individuals. Additionally, a compliance review is conducted

periodically by the internal auditor to ensure the Company and

Reinet Fund comply with their key policies. Any potential issues

identified from the assessment are promptly discussed and reported

to the General Partners, followed by appropriate corrective actions.

To ensure that policies are followed and understood, they are

available to access for all employees, and compliance is assessed

annually.

REINET INVESTMENTS S.C.A.

41 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

Omissions from SASB

Owing to the structure of the Company, some topics identified by

SASB as material to the Asset Management and Custody Activities

industry do not apply to the Company.

Accounting metrics

Employee Diversity and Inclusion

As a securitisation vehicle incorporated as a partnership limited by

shares and managed by a general partner, the Company does not

have any operations or staff of its own. Therefore, the Company

has no executive management, non-executive management,

professionals or other employees. This means that considerations of

employee diversity and inclusion do not apply to the Company.

Activity metrics

Total Assets under Custody and Supervision

As required under applicable laws and regulations, the Company has

entrusted the custody of its assets to a credit institution established

in Luxembourg (Banque de Luxembourg). The target investments

are held by Reinet Fund, which is a regulated specialised investment

fund. Banque de Luxembourg is in charge of the supervision of

Reinet Fund’s assets.

Looking ahead

Future ambitions for the Company’s approach to sustainability

disclosure include continuing to report annually in line with the

SASB Standards and Principle number 9 of the X Principles. Reinet

will prioritise investments that pursue ESG goals.

Reinet is currently assessing its CSRD readiness, and based on

the outcomes of the assessment, Reinet will be looking to take

specific steps to ensure its alignment with the upcoming disclosure

requirements of the CSRD.

The Company has a clearly defined corporate sustainability policy

that has been communicated internally, and plans to use it to

enhance its commitment and overall approach to sustainability

going forward.

REINET INVESTMENTS S.C.A.

APPROVAL

The General Partner, acting on behalf of the Company, represented

by Wilhelm van Zyl, its Chief Executive Officer and Diane Longden,

its Chief Financial Officer, confirms that:

1. The consolidated financial statements have been prepared in

accordance with IFRS as adopted by the European Union and

give a true and fair view of the consolidated assets, liabilities,

financial position and loss of the Company and its subsidiaries

taken as a whole;

2. The Company financial statements have been prepared in

accordance with Luxembourg legal and regulatory requirements

and give a true and fair view of the Company’s assets, liabilities,

financial position and loss for the year; and

3. This report includes a fair review of the development and

performance of the business and position of the Company and

its subsidiaries taken as a whole, together with a description of

the principal risks and uncertainties that they face.

The consolidated financial statements for the year ended

31 March 2023 on pages 45 to 71 and the Company financial

statements on pages 75 to 80 of this report were approved for

submission to the annual general meeting of shareholders by the

Board of Directors of the General Partner and signed on its behalf

by Wilhelm van Zyl and Diane Longden.

Wilhelm van Zyl Diane Longden

Chief Executive Officer Chief Financial Officer

Reinet Investments Manager S.A.

General Partner

Luxembourg, 23 May 2023

MANAGEMENT REPORT

REINET INVESTMENTS S.C.A.

43 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

REPORT OF THE BOARD OF OVERSEERS

Pursuant to Articles 600-2 and 443-2 of the Luxembourg company

law and Article 18 of the Statutes, we hereby report to the shareholders’

meeting in respect of the accounting year ended 31March 2023 and

the financial statements prepared for suchperiod.

The consolidated and statutory financial statements of the

Company have been audited by the approved statutory auditor,

PricewaterhouseCoopers, Société coopérative, Luxembourg, in

accordance with international standards on auditing. The audit

reports on the consolidated and statutory financial statements

of the Company are presented on pages 72 and 82 of this

report,respectively.

We refer to those consolidated and statutory financial statements,

which we have reviewed and discussed with the approved statutory

auditor who is of the opinion that these provide a true and fair view

of the financial situation of the Company.

During the period referred to previously, we met regularly with

management, reviewed the quarterly financial reports of the

Company and have been kept fully informed by the Board of

Directors of the General Partner about developments in the

Company.

The Board of Overseers recommends that the consolidated and

statutory financial statements of the Company, to be presented

to the annual general meeting of shareholders of the Company,

beapproved.

The Board of Overseers

Reinet Investments S.C.A.

Luxembourg, 25 May 2023

REINET INVESTMENTS S.C.A.

45 Consolidated financial statements

45 Consolidated balance sheet

46 Consolidated statement of comprehensive income

47 Consolidated statement of changes in equity

48 Consolidated cash flow statement

49 Notes to the consolidated financial statements

72 Audit report

75 Company financial statements

75 Balance sheet

76 Profit and loss account

77 Notes to the financial statements

81 Proposed appropriation of retained earnings

82 Audit report

FINANCIAL STATEMENTS

Reinet Investments S.C.A. (the ‘Company’) has determined that it meets the definition of an investment entity under International Financial Reporting Standards 10, as

a result, its subsidiaries are consolidated in the fair value of Reinet Fund S.C.A., F.I.S., which is disclosed as one line item in the consolidated balance sheet and elsewhere

in the consolidated financial statements as ‘financial assets held at fair value through profit or loss’. The consolidated net asset value, income and cash flow statements are,

however, disclosed in more detail in the business overview as in prior years.

REINET INVESTMENTS S.C.A.

45 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

CONSOLIDATED BALANCE SHEET

Notes

31 March 2023

€ m

31 March 2022

€ m

ASSETS

Non-current assets

Financial assets held at fair value through profit or loss 4, 5 5 721 5 932

Current assets

Cash and cash equivalents - 7

Total assets 5 721 5 939

EQUITY

Equity attributable to the shareholders

Share capital 8 220 220

Share premium 770 770

Treasury shares 8 (222) (223)

Non-distributable reserve 9 22 22

Retained earnings 4 930 5 101

Total equity 5 720 5 890

LIABILITIES

Current liabilities

Amounts owed to affiliated undertakings – becoming due and payable after less

than one year 10 1 3

Other current liabilities 11 - 46

Total liabilities 1 49

Total equity and liabilities 5 721 5 939

Net asset value per share (€ per share)

(based on 181.8 million shares (31 March 2022: 184.1 million shares)) 31.46 31.99

The notes on pages 49 to 71 are an integral part of these consolidated financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

REINET INVESTMENTS S.C.A.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Notes

Year ended

31 March 2023

€ m

Year ended

31 March 2022

€ m

Income

Dividend received from Reinet Fund S.C.A., F.I.S. 55 48

Net change in the fair value of financial assets at fair value through profit or loss 4 (171) 556

Total income (116) 604

Expenses

Operating expenses 4 2

Total expenses 4 2

(Loss)/profit for the year (120) 602

Earnings per share from (loss)/profit for the year (€ per share)

– basic and diluted 13 (0.66) 3.27

The notes on pages 49 to 71 are an integral part of these consolidated financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

REINET INVESTMENTS S.C.A.

47 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to the shareholders

Note

Equity

holders’

capital

€ m

Treasury

€ m

Non-

distributable

reserve

€ m

Retained

earnings

€ m

Total

€ m

Balance at 31 March 2021 990 (173) 22 4 545 5 384

Dividend paid - - - (46) (46)

Repurchased shares 8 - (50) - - (50)

Profit attributable to the shareholders - - - 602 602

Balance at 31 March 2022 990 (223) 22 5 101 5 890

Dividend paid - - - (51) (51)

Repurchased shares 8 - 1 - - 1

Loss attributable to the shareholders - - - (120) (120)

Balance at 31 March 2023 990 (222) 22 4 930 5 720

The notes on pages 49 to 71 are an integral part of these consolidated financial statements.

REINET INVESTMENTS S.C.A.

CONSOLIDATED CASH FLOW STATEMENT

Year ended

31 March 2023

€ m

Year ended

31 March 2022

€ m

Cash flows from operating activities

Dividend received from Reinet Fund S.C.A., F.I.S. 55 48

Operating expenses (6) (2)

Net cash from operating activities 49 46

Cash flows used in financing activities

Repayment of capital by Reinet Fund S.C.A., F.I.S. 40 10

Repurchased shares (45) (4)

Dividend paid (51) (46)

Net cash used in financing activities (56) (40)

Net movement in cash and cash equivalents (7) 6

Cash and cash equivalents at beginning of the year 7 1

Cash and cash equivalents at end of the year - 7

The notes on pages 49 to 71 are an integral part of these consolidated financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

REINET INVESTMENTS S.C.A.

49 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

1.1 STATUS

Reinet Investments S.C.A. (the ‘Company’) is established

in Luxembourg as a partnership limited by shares (société en

commandite par actions) and is governed by the Luxembourg law on

securitisation. The Company’s registered office is at 35, boulevard

Prince Henri, L-1724 Luxembourg.

The Company is managed by Reinet Investments Manager S.A. (the

‘General Partner’), a limited company established in Luxembourg

(société anonyme), which also owns 1 000 management shares in the

Company. The General Partner is liable for any obligations of the

Company that cannot be met out of the assets of the Company. The

General Partner’s registered office is at 35, boulevard Prince Henri,

L-1724 Luxembourg.

The Company owns the entire ordinary share capital of Reinet

Fund S.C.A., F.I.S. (‘Reinet Fund’), a specialised investment fund

established as a partnership limited by shares (société en commandite

par actions) under the laws of Luxembourg. Reinet Fund’s registered

office is at 35, boulevard Prince Henri, L-1724 Luxembourg.

Reinet Fund is managed by Reinet Fund Manager S.A. (the ‘Fund

Manager’), a limited company established in Luxembourg (société

anonyme), which also owns 1 000 management shares in Reinet

Fund. The Fund Manager is the general partner in Reinet Fund and

is liable for any obligations of Reinet Fund that cannot be met out

of the assets of Reinet Fund. The Fund Manager’s registered office is

at 35, boulevard Prince Henri, L-1724 Luxembourg.

Reinet Fund’s objective is to generate long-term capital growth. It

aims to achieve this objective by investing over time in a diversified

portfolio of securities. Reinet Fund may also seek partners

with whom it may co-invest. Reinet Fund is advised by Reinet

Investment Advisors Limited (the ‘Investment Advisor’) under

the terms of the investment advisory agreement (the ‘Investment

AdvisoryAgreement’).

1.2 SECURITIES LISTINGS AND TRADING

The Company’s ordinary shares are listed and traded on the

Luxembourg Stock Exchange, Euronext Amsterdam and the

Johannesburg Stock Exchange; the listing on the Johannesburg

Stock Exchange is a secondary listing.

1.3 APPROVAL OF THESE FINANCIAL STATEMENTS

These consolidated financial statements have been approved by the

Board of Overseers on 15 May 2023, and by the Board of Directors

of the General Partner on 23 May 2023 for submission to the annual

general meeting of shareholders.

2. INTERNATIONAL FINANCIAL

REPORTING STANDARDS

The Company applies International Financial Reporting Standards

(‘IFRS’) as endorsed by the European Union (‘EU’). As part of its

ongoing programme, the International Accounting Standards Board

(‘IASB’) has issued new or revised IFRS during the period covered

by these financial statements.

(a) New standards and amended standards adopted in the year:

There were no new standards, interpretations and amendments

to existing standards that were effective for the year beginning

1 April 2022 that had a significant effect on the consolidated

financial statements of the Company.

(b) New standards, amendments and interpretations issued but

not effective for the year beginning 1 April 2022 and not

early adopted:

Certain new accounting standards issued by the IASB and new

interpretations issued by the International Financial Reporting

Interpretations Committee are not yet effective and have not been

applied in preparing these consolidated financial statements. None

of these are expected to have a significant effect on the consolidated

financial statements of the Company.

3. SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these

financial statements in so far as they relate to the Company’s ongoing

activities are set out below. These policies have been consistently

applied to both periods presented, unless otherwise stated.

Where necessary, comparative figures have been adjusted to conform

with changes in presentation in the current year.

3.1 BASIS OF PREPARATION

The financial statements are prepared in accordance with IFRS

as issued by the IASB and adopted by the EU. These financial

statements have been prepared under the historical cost convention,

as modified by the revaluation of financial assets and financial

liabilities at fair value through profit or loss.

The preparation of financial statements in conformity with IFRS

requires the use of certain critical accounting estimates. It also

requires the General Partner to exercise its judgement in the process

of applying the Company’s accounting policies. The areas involving

a higher degree of judgement or complexity, or areas where

assumptions and estimates are significant to the financial statements

are disclosed in note 6.

REINET INVESTMENTS S.C.A.

3.2 INVESTMENT ENTITY AND SUBSIDIARIES

3.2.1 Investment entity

The Company adopted IFRS 10, which requires that investment

entities measure their subsidiaries at fair value through profit or loss.

The General Partner considered all the facts and circumstances when

assessing whether the Company qualifies as an investment entity under

IFRS 10, such as, but not limited to, its objective of long-term capital

appreciation (as reflected in the Company’s prospectus, published

on 10 October 2008 as last amended on 25 August 2020), and its

classification of financial assets at fair value through profit or loss.

IFRS 10 determines that an investment entity is defined as an entity

which meets the following conditions:

(a) obtains funds from one or more investors for the purpose

of providing those investor(s) with investment management

services;

(b) commits to its investor(s) that its business purpose is to invest

funds solely for returns from capital appreciation, investment

income, or both; and

investments on a fair value basis.

In assessing whether the Company meets the definition of an

investment entity as set out in IFRS 10, the General Partner

considered whether the Company has the following typical

characteristics, while noting that the absence of any one or more of

these characteristics does not necessarily disqualify an entity from

being classified as an investment entity:

(a) it has more than one investment;

(b) it has more than one investor;

(d) it has ownership interests in the form of equity or similar

interests.

The Company has multiple investors and owns the entire ordinary

share capital of Reinet Fund. The Company is exposed to variable

returns from changes in the fair value of Reinet Fund’s net assets.

Although the Company does not have multiple investments, the

General Partner believes that the Company can be classified as

an investment entity due to the fact that it was formed to give its

shareholders exposure to the underlying assets held by Reinet Fund.

In that respect, it is to be noted that an investment entity may

hold a portfolio of investments directly or indirectly, for example

by holding a single investment in another investment entity that

itself holds several investments. The Company’s investments are all

held through Reinet Fund. References to Reinet Fund include all

underlying subsidiaries.

The Fund Manager further deems Reinet Fund to meet the definition

of an investment entity.

Where applicable, the notes to the consolidated financial statements

give information at the level of Reinet Fund and its subsidiaries.

3.2.2 Subsidiaries

Subsidiaries are all entities over which the Company has control.

The Company controls an entity when it is exposed to, or has rights

to, variable returns from its involvement with the entity and has the

ability to affect those returns through its power over the entity.

The Company controls Reinet Fund through its 100 per cent holding

of the ordinary shares of Reinet Fund. The Company and Reinet

Fund operate as an integrated structure whereby the Company

currently invests solely into Reinet Fund. No subscriptions or

redemptions were made during the year. As at 31 March 2023 and

31 March 2022 there were no capital commitment obligations and

no amounts due to Reinet Fund for unsettled purchases.

The change in fair value of Reinet Fund is included in the statement

of comprehensive income in ‘Net change in the fair value of financial

assets at fair value through profit or loss’.

3.3 FOREIGN CURRENCY TRANSLATION

3.3.1 Functional and presentation currency

The performance of the Company is measured and reported to the

investors in euro. The General Partner considers the euro as the

currency which is most appropriate for the representation of the

Company’s results. The financial statements are presented in euro.

The euro is the Company’s functional and presentation currency.

3.3.2 Transactions and balances

Foreign currency transactions are translated into the functional

currency using the exchange rates prevailing at the dates of the

transactions. Foreign currency assets and liabilities are translated

into the functional currency using the exchange rate prevailing at

the balance sheet date.

Where assets and liabilities are denominated in a currency other

than the functional currency of the entity that holds such assets and

liabilities, foreign exchange gains and losses arising from translation

are included in the statement of comprehensive income.

Foreign exchange gains and losses relating to cash and cash

equivalents, if any, are included in the statement of comprehensive

income.

Foreign exchange gains and losses relating to the financial assets

carried at fair value through profit or loss are presented in the

statement of comprehensive income within ‘Net change in the fair

value of financial assets at fair value through profit or loss’.

3.3 FOREIGN CURRENCY TRANSLATION

3.3.1 Functional and presentation currency

The performance of the Company is measured and reported to the

investors in euro. The General Partner considers the euro as the

currency which is most appropriate for the representation of the

Company’s results. The financial statements are presented in euro.

The euro is the Company’s functional and presentation currency.

3.3.2 Transactions and balances

Foreign currency transactions are translated into the functional

currency using the exchange rates prevailing at the dates of the

transactions. Foreign currency assets and liabilities are translated

into the functional currency using the exchange rate prevailing at

the balance sheet date.

Where assets and liabilities are denominated in a currency other

than the functional currency of the entity that holds such assets and

liabilities, foreign exchange gains and losses arising from translation

are included in the statement of comprehensive income.

Foreign exchange gains and losses relating to cash and cash

equivalents, if any, are included in the statement of comprehensive

income.

Foreign exchange gains and losses relating to the financial assets

carried at fair value through profit or loss are presented in the

statement of comprehensive income within ‘Net change in the fair

value of financial assets at fair value through profit or loss’.

3.4 SEGMENT REPORTING

The Company’s investment in Reinet Fund is considered to be

its only segment. Segments within Reinet Fund are reported in a

manner consistent with the internal reporting provided by the Fund

Manager in respect of Reinet Fund. The Fund Manager is the chief

operating decision maker and is responsible for allocating resources

and assessing performance of the segments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

CONSOLIDATED FINANCIAL STATEMENTS

REINET INVESTMENTS S.C.A.

51 REINET INVESTMENTS S.C.A.

ANNUAL REPORT 2023

3.5 NON-IFRS DISCLOSURES

In the reporting of financial information, the Company uses certain

measures that are not required under IFRS.

Due to the secondary listing of the Company on the Johannesburg

Stock Exchange, the Company is required to present ‘headline’

earnings per share and diluted ‘headline’ earnings per share, as

alternative measures of earnings per share, calculated in accordance

with Circular 1/2021 ‘Headline Earnings’ issued by the SouthAfrican

Institute of Chartered Accountants. This is presented on page 67.

3.6 FINANCIAL ASSETS AT FAIR VALUE THROUGH

PROFIT OR LOSS

3.6.1 Classification

The Company classifies its investments based on both the

Company’s business model for managing those financial assets and

the contractual cash flow characteristics of the financial assets. The

investment in Reinet Fund is managed and performance is evaluated

on a fair value basis. The Company is primarily focused on fair value

information and uses that information to assess the financial asset’s

performance and to make decisions. Consequently, this investment

is measured at fair value through profit or loss.

Current assets are those which are expected to fall due, be receivable

or realised within 12 months from the balance sheet date. Non-

current assets are those where no realisation is currently expected

within a 12-month period from the balance sheet date.

3.6.2 Recognition, derecognition and measurement

Regular purchases and sales of investments are recognised on the

trade date – the date on which the Company commits to purchase

or sell the investment. Financial assets held at fair value through

profit or loss are initially recognised at fair value. Transaction costs

are expensed as incurred in the statement of comprehensive income.

Financial assets are derecognised when the rights to receive cash

flows from the investments have expired or the Company has

transferred substantially all risks and rewards of ownership. Where

the Company is in the process of restructuring the ownership of

an asset, amounts which are to be sold to third parties and where

a signed contract of sale exists, are included as assets held for sale.

Subsequent to initial recognition, financial assets held at fair value

through profit or loss are measured at fair value. Gains and losses

arising from changes in the fair value are presented in the statement

of comprehensive income within ‘Net change in the fair value of

financial assets at fair value through profit or loss’ in the period in

which they arise.

Dividend income from financial assets held at fair value through

profit or loss is recognised in the statement of comprehensive income

when the Company’s right to receive payments is established.

3.6.3 Fair value estimation

The net asset value of Reinet Fund is determined by the Fund Manager.

The Company’s policy requires the Fund Manager to evaluate the

information about Reinet Fund’s financial assets and liabilities on

a fair value basis together with other related financial information.

The General Partner considers the net asset value of Reinet Fund as

determined by the Fund Manager, according to the principles outlined

in the next paragraph, to be the best estimate of fair value.

In calculating the fair value of the assets and liabilities held by Reinet

Fund, the fair value of financial assets traded in active markets (such

as publicly traded securities) is based on quoted market prices at the

balance sheet date. The quoted market price used for financial assets

is the closing bid price. The fair value of financial assets that are not

traded in an active market is determined by the Fund Manager using

valuation techniques in accordance with International Private Equity

and Venture Capital Valuation (‘IPEV’) guidelines and in compliance

with IFRS 13, Fair Value Measurement. The Fund Manager uses a

variety of valuation methods in each case considered to be most

appropriate to the assets concerned. Where necessary, valuations are

obtained by the Fund Manager from third-party experts to support

the valuations being used in the financialstatements.

Valuation techniques used include the use of comparable recent

arm’s-length transactions, reference to other instruments that have

substantially the same characteristics, discounted cash flow analysis,

option pricing models and other valuation techniques commonly

used by market participants making the maximum use of market

inputs and relying as little as possible on entity-specific inputs. For

recent investments in unquoted investments, cost may be considered

to be the best estimate of fair value (in accordance with the most

recent IPEV guidelines and in compliance with IFRS 13), for a

limited period after the date of the transaction and in the absence of

any indications to the contrary.