Registre de Commerce et des Sociétés

YYQUHLP20220504T13191701_002
Numéro RCS : B224752
Référence de dépôt : L220118774 RCSL Nr. : B224752 Matricule : 2018 2430 073
Déposé et enregistré le 30/06/2022
eCDF entry date : 24/06/2022

ABRIDGED BALANCE SHEET

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

Landor Lux S.à r.l.

40, Boulevard Grande Duchesse Charlotte
L-1330 Luxembourg

ASSETS

Reference(s) Current year Previous year

A. Subscribed capital unpaid 1101 101 102

I. Subscribed capital not called 1103 103 104

II. Subscribed capital called but

unpaid 1105 105 106

B. Formation expenses 1107 107 108

C. Fixed assets 1109 109 368.663.732,60 110 368.663.732,60

I. Intangible assets 1111 111 112

II. Tangible assets 1125 125 126

III. Financial assets 1135 3 135 368.663.732,60 136 368.663.732,60

D. Current assets 1151 151 354.565,09 152 130.940,41

I. Stocks 1153 153 154

II. Debtors 1163 163 213.623,70 164 122.962,94

a) becoming due and payable
within one year 1203 203 204

b) becoming due and payable

after more than one year 1205 4 205 213.623,70 206 122.962,94
III. Investments 1189 189 190

IV. Cash at bank and in hand 1197 197 140.941,39 198 7.977,47

E. Prepayments 1199 5 199 200 3.170,70

TOTAL (ASSETS) 201 369.018.297,69 202 368.797.843,71

The notes in the annex form an integral part of the annual accounts
 YYQUHLP20220504T13191701_002

RCSL Nr. : B224752 Matricule : 2018 2430 073

CAPITAL, RESERVES AND LIABILITIES

Reference(s) Current year Previous year

A. Capital and reserves 1301 6 301 60.919.940,20 302 49.643.392,13

I. Subscribed capital 1303 303 13.756,21 304 13.756,21
II. Share premium account 1305 305 57.064.486,19 306 57.064.486,19
III. Revaluation reserve 1307 307 308

IV. Reserves 1309 309 310

V. Profit or loss brought forward 1319 319 -7.434.850,27 320 -4.159.448,91

VI. Profit or loss for the financial year 1321 321 11.276.548,07 322 -3.275.401,36
VII. Interim dividends 1323 323 324

VIII. Capital investment subsidies 1325 325 326

B. Provisions 1331 331 332

C. Creditors 1435 7 435 308.098.357,49 436 319.154.451,58

a) becoming due and payable
within one year 1453 453 4.647.513,69 454 7.347.725,23
b) becoming due and payable
after more than one year 1455 455 303.450.843,80 456 311.806.726,35

D. Deferred income 1403 403 404

TOTAL (CAPITAL, RESERVES AND LIABILITIES) 405 369.018.297,69 406 368.797.843,71

The notes in the annex form an integral part of the annual accounts
Registre de Commerce et des Sociétés
YYQUHLP20220504T13191701_003
Numéro RCS : B224752
Référence de dépôt : L220118774 RCSL Nr. : B224752 Matricule : 2018 2430 073
Déposé le 30/06/2022
eCDF entry date : 24/06/2022

ABRIDGED PROFIT AND LOSS ACCOUNT

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

Landor Lux S.à r.l.

40, Boulevard Grande Duchesse Charlotte
L-1330 Luxembourg

Reference(s) Current year Previous year

1. to 5. Gross profit or loss 1651 8 651 -115.046,08 652 -35.658,42

6. Staff costs 1605 11 605 -26.810,54 606 -21.804,57

a) Wages and salaries 1607 607 -23.693,16 608 -18.929,03
b) Social security costs 1609 609 -2.700,73 610 -2.462,84
i) relating to pensions 1653 653 -2.700,73 654 -2.462,84
ii) other social security costs 1655 655 656

c) Other staff costs 1613 613 -416,65 614 -412,70

7. Value adjustments 1657 657 658

a) in respect of formation expenses

and of tangible and intangible
fixed assets 1659 659 660

b) in respect of current assets 1661 661 662

8. Other operating expenses 1621 621 622

The notes in the annex form an integral part of the annual accounts
 YYQUHLP20220504T13191701_003

RCSL Nr. : B224752 Matricule : 2018 2430 073

Reference(s) Current year Previous year

9. Income from participating interests 1715 715 716

a) derived from affiliated undertakings 1717 717 718

b) other income from participating

interests 1719 719 720

10. Income from other investments and

loans forming part of the fixed assets 1721 721 14.501.361,84 722 0,00
a) derived from affiliated undertakings 1723 723 724

b) other income not included under a) 1725 9 725 14.501.361,84 726 0,00

11. Other interest receivable and similar

income 1727 727 887,35 728 1.866,19
a) derived from affiliated undertakings 1729 729 730

b) other interest and similar income 1731 731 887,35 732 1.866,19

12. Share of profit or loss of

undertakings accounted for under the
equity method 1663 663 664

13. Value adjustments in respect of

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

14. Interest payable and similar expenses 1627 10 627 -3.078.638,04 628 -3.214.580,28
a) concerning affiliated undertakings 1629 629 -3.077.562,15 630 -3.214.428,28
b) other interest and similar expenses 1631 631 -1.075,89 632 -152,00

15. Tax on profit or loss 1635 635 636

16. Profit or loss after taxation 1667 667 11.281.754,53 668 -3.270.177,08

17. Other taxes not shown under items

1 to 16 1637 637 -5.206,46 638 -5.224,28

18. Profit or loss for the financial year 1669 669 11.276.548,07 670 -3.275.401,36

The notes in the annex form an integral part of the annual accounts
Registre de Commerce et des Sociétés
Numéro RCS : B224752
Référence de dépôt : L220118774
Déposé le 30/06/2022

Landor Lux S.à r.l.

ANNUAL ACCOUNTS

FOR THE PERIOD YEAR ENDED

31 DECEMBER 2021

Registered office : 40, Boulevard Grande Duchesse Charlotte

L-1330 Luxembourg
R.C.S. Luxembourg B224.752
 Table of contents

Page(s)

Abridged balance sheet 1/2 - 2/2

Abridged profit and loss account 1/2 - 2/2
Notes to the annual accounts 1-6
1. GENERAL
Landor Lux S.à r.l. (the « Company ») was incorporated in Luxembourg on 24 May 2018 as a
société à responsabilité limitée (« S.à r.l. ») for an unlimited period of time. The Company is
governed by the law of 10 August 1915 on commercial as amended. On 21 August 2018, the
Company transferred its registered office from 19, rue de Bitbourg, L-1273 Luxembourg to 40,
Boulevard Grande Duchesse Charlotte, L-1330 Luxembourg. The Company is registered with
the “Registre de Commerce et des Sociétés” in Luxembourg under the number B224.752.

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

The Company may grant loans to, as well as guarantees or security for the benefit of third
parties to secure obligations of, companies in which it holds a direct or indirect participation or
right of any kind or which form part of the same group of companies as the Company, or
otherwise assist such companies.

The Company may raise funds through borrowing in any form or by issuing any kind of notes,
securities or debt instruments, bonds and debentures and generally issue securities of any
type. The Company may not publicly issue shares.

The Company may also act as a partner/shareholder with unlimited or limited liability for the
debts and obligations of any Luxembourg or foreign entity.

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

The Company’s financial year runs form 1 January to 31 December except for the first financial
period which ran from 24 May 2018 (date of incorporation) to 31 December 2018.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1. Basis of preparation

These annual accounts have been prepared in conformity with applicable legal and statutory
requirements in Luxembourg.
2.2. Significant accounting policies
The following are the significant accounting policies adopted by the Company in the
preparation of these annual accounts.
2.2.1. Foreign currency translation
The Company maintains its books and records in Swiss Francs (“CHF”). The abridged balance
sheet and the abridged profit and loss account are expressed in CHF.

Translation of foreign currency transactions

Foreign currency transactions are translated into CHF using the exchange rates prevailing at
the dates of the transactions.
 Landor Lux S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)

Translation of foreign currency balances as at the balance sheet date

x Other assets denominated in currencies other than CHF are translated at the lower
between the exchange rate prevailing at the balance sheet date and historical exchange
rate;
x Other liabilities denominated in currencies other than CHF are translated at the higher
between the exchange rate prevailing at the balance sheet date and historical exchange
rate; and
x Cash at bank and in hand denominated in currencies other than CHF are translated at the
exchange rates prevailing at the balance sheet date. Exchange gains and losses arising
from the transactions are recorded in the profit and loss account.

2.2.2. Financial assets

Financial assets are composed of shares in affiliated undertakings, shares in undertakings with
participating interests and loans and claims held as fixed assets. Shares in affiliated
undertakings and shares in undertakings with participating interests are valued at acquisition
costs including the expenses incidental thereto. Loans and claims held as fixed assets are
valued at nominal value.

In case of durable decline in value according to the opinion of the Board of Managers, value
adjustments are made in respect of financial fixed assets so that these are valued at the lower
figure to be attributed at balance sheet date. These value adjustments are not continued if the
reasons for which the value adjustments were made ceased to apply.

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

2.2.4. Creditors
Creditors are recorded at their reimbursement value. Where the amount repayable on account
is greater than the amount received, the difference is recorded in the profit and loss account
when the debt is issued.

3. FINANCIAL ASSETS
Movements in financial assets during the year are as follows:

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

Shares in
undertakings
with
participating
interests
CHF
Gross book value - opening balance 368.663.732,60
Additions for the year -
Disposals for the year -
Transfers for the year -
Gross book value - closing balance 368.663.732,60

Accumulated value adjustment - opening balance -

Allocations for the year -
Reversals of amortisation -
Transfers for the year -
Accumulated value adjustment - closing balance -

Net book value - opening balance 368.663.732,60

Net book value - closing balance 368.663.732,60

Shares in undertakings with participating interest as at 31 December 2021 are composed of

the following investments:
Registered office % ownership Last balance Cost of Net equity at the Profit or loss for
sheet date investment last balance sheet the last financial
Name of undertakings date year
CHF
40, Bd Gde Duchesse Charlotte 3.019.984.904,86 200.678.644,72
Nemesia S.à r.l. ("Nemesia") 83.206 D shares 31/12/2021 368.663.732,60
L-1330 Luxembourg CHF CHF
368.663.732,60

4. DEBTORS
Debtors balances are composed of:
31/12/2021 31/12/2020
CHF CHF

C/A Nemesia S.à r.l. 213.623,70 122.962,94

Total 213.623,70 122.962,94

All debtor balances are due and payable after more than one year.

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

6. CAPITAL AND RESERVES

Movements during the year are as follows:

-3-
 Landor Lux S.à r.l.
Notes to the annual accounts for the year 31 December 2021
(Expressed in CHF)

Subscribed Share premium Profit or loss Profit or loss for Total

capital account brought forward the financial
year
CHF CHF CHF CHF CHF
Opening balance 13.756,21 57.064.486,19 -4.159.448,91 -3.275.401,36 49.643.392,13

Capital contribution - - - - -
Allocation of prior year's result - - -3.275.401,36 3.275.401,36 -
Result for the financial year - - - 11.276.548,07 11.276.548,07

Closing balance 13.756,21 57.064.486,19 -7.434.850,27 11.276.548,07 60.919.940,20

Subscribed capital
As at 31 December 2021, the subscribed capital of the Company amounts to CHF 13.756,21
represented by 1.375.621 shares with nominal value of CHF 0,01 each, all of which are fully
paid.
Share premium account
On 28 September 2018, the sole shareholder contributed to the share premium of the
Company for an amount of CHF 57.064.486,19.
As at 31 December 2021, the share premium account of the Company amounts to CHF
57.064.486,19.
Legal reserves
In accordance with Luxembourg law, the Company is required to allocate a minimum of 5 %
of its net profits for each financial year to a legal reserve. This requirement ceases to be
necessary once the balance on the legal reserve reaches 10 % of the subscribed capital. The
legal reserve is not available for distribution to the shareholders.
The Company generated a net loss henceforth no legal reserve is required to be allocated.

7. CREDITORS
Creditors are composed of the following:
Due and Due and Total 31/12/2021 Total 31/12/2020
payable within payable after
one year more than one
year
CHF CHF CHF CHF
Trade creditors 96.863,00 - 96.863,00 36.680,82
Other creditors 26.810,54 - 26.810,54 21.804,57
C/A Landor Participations Inc. - 510.122,20 510.122,20 207.604,75
ALL Landor Participations Inc. 4.523.840,15 302.940.721,60 307.464.561,75 318.888.361,44

Total 4.647.513,69 303.450.843,80 308.098.357,49 319.154.451,58

8. GROSS PROFIT OR LOSS

Gross profit or loss is composed mainly of the following charges:

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

From 01/01/2021 From 01/01/2020

to 31/12/2021 to 31/12/2020
CHF CHF
Office rent fees -30.420,00 -30.057,29
Legal fees -7.248,88 1.550,24
Tax advisory fees -73.874,48 -3.750,82
Bank charges -3.045,83 -2.970,36
Other external charges -456,89 -430,21
Other miscellaneous income - 0,02

Total -115.046,08 -35.658,42

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

FIXED ASSETS
Income from other investments are composed of dividends received from its participation.

10. INTEREST PAYABLE AND SIMILAR EXPENSES

These are composed of the following:
2021 2020
CHF CHF
Realized foreign exchange losses -1.073,73 -152,00
Banking interest on account -2,16 -
Int. ALL Landor Particip. Inc. -3.077.562,15 -3.214.428,28

Total -3.078.638,04 -3.214.580,28

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

12. EMOLUMENTS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND

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

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

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

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

14. OFF-BALANCE SHEET COMMITMENTS

There are no off-balance sheet commitments and contingencies as at 31 December 2021.

15. SUBSEQUENT EVENTS

In the context of a global restructuring of the group of which Nemesia S.à r.l. part, Landor Lux
S.à r.l. and other partners decided to form a new Luxembourg special limited partnership under
the name Nemesia Holding SCSp with effect as of 15th April 2022.

Landor Lux S.à r.l., as divided company, proceeds to a partial demerger by way of
incorporation of the recipient company under the name of Landor SPV S.à r.l. and the main
part of the assets and liabilities of Landor Lux S.à r.l. are transferred to Landor SPV S.à r.l.
with effect as of 27th May 2022.

-6-
 Landor Lux S.à r.l.
Société à responsabilité limitée
Registered office : 40, Boulevard Grande Duchesse Charlotte
L-1330 Luxembourg
R.C.S. LUXEMBOURG : B 224.752
_________________________________________________________________________

Board of Managers :

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

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

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

Allocation of the result :

Result brought forward from the previous year : CHF (7’434’850.27)

Profit for the financial year ended on 31.12.2021 : CHF 11’276’548.07
Allocation to the legal reserve CHF (1’375.62)
Result to be carried forward to the following financial year : CHF 3’840’322.18