Form 21-3 (Article 246-5)(letter)
Explanatory document for the 5th term

From:

01/01/2023

To:

12/31/2023

Date: 04/30/2024
Name of Business:

JB Nordic General Partner S.à.r.l.

Address or(Principal Business Office)location:

8, rue Lou Hemmer,
L-1748 Senningerberg,
Grand Duchy of Luxembourg(Registered Office)8, rue Lou Hemmer,
L-1748 Senningerberg,
Grand Duchy of Luxembourg

Name:

Dalia Bleyer
Manager of JB Nordic General
Partner S.à.r.l(Name and Title of the Representative in the case thatapplicant legal status is corporation)(Note)A person who has changed his/her surname may quote his/her former name next to thecurrent full name in parenthesis in the “Name” section.
1. Operational status of business(1) Date of notification①Notification in accordance with Financial Instruments and Exchange Act (hereafter“FIEA”) Article 63(2) or Article 63-3(1)Date: 01/08/2019②Notification in accordance with Article 48(2), (4) or (6) of the Supplementary Provisionsof the Act to Partially Amend the Securities and Exchange Act (Act No. 65 of 2006)
Not applicable(2) Types of businesses currently being operated
SPBQII (private placement and investment management)(3) Overview of the current term
The notifier performed its functions as general partner of the partnership it isappointed to act for, in accordance with the terms of the partnership agreement withfull power to act on behalf of the partnership. The notifier is compensated for theservices it provides and continues to act as a going concern.
(4) Status of corporate officers and employees① Number of corporate officers and employees
Corporateof which part-officers

TotalEmployees

Totaltime officers-2-

2② Status of corporate officers
Positions

Names

Manager

Dalia Bleyer

ManagerRashid Khawaja Ejaz

③ Status of performance-linked remuneration for corporate officers
Status of performance-linked remuneration for corporate officers
not applicable(5) Status of the principal business office, and business offices where Specially Permitted
Businesses for Qualified Institutional Investors, etc.(“SPBQII”) are operated
NameLocation

Number of Corporateofficers and employees

8, rue Lou Hemmer,
Principal Business Office

L-1748 Senningerberg,

2

Grand Duchy of Luxembourg
Total

1location

Total

2

(6) Status of external auditing
Name or business name of the certified

Details of auditing

public accountant or auditing firm
KPMG Baltics OÜVoluntary audit
Financial statements for the year to 31
December 2023 were audited by KPMG
Baltics OÜ. And the auditors expressed
an unqualified opinion on them.

(Note)
1. Operational status of business(2) Types of businesses currently being operated
In relation to businesses currently under operation, (1)enter "private placement"
if they include businesses relating to acts specified under FIEA Article 63(1)(i);(2)enter "investment management" if they include those relating to acts specified
under (ii) of the same Paragraph; (3)if they include those specified under theprovisions of Article 17-13(2) of the Enforcement ordinance of the Financial
Instruments and Exchange Act as businesses that especially require theprotection of investors among those specified under (9) of the same Article,
please indicate thus; and (4)if there are other businesses, please enter the typesof such businesses. In addition, if there have been changes in such businesses
during the term, please indicate them.
(3) Overview of business operations in the current term
Please give an overview of the business activities, business performance, andimportant events that have affected operating performance during the currentterm.
(4) Status of corporate officers and employees① Number of corporate officers and employeesEnter the numbers of corporate officers and employees (limited to corporateofficers and employees engaged in SPBQII; the same applies in ② below) as
at the end of the current term.
② Status of corporate officers
Create a table and indicate all corporate officers as at the end of the current
term. Note, however, that foreign corporations do not need to indicate
representatives in Japan (i.e., persons specified under FIEA Article 63(7)(i)(d)).
③ Status of performance-linked remuneration for corporate officers
If remuneration, etc. (meaning the remuneration, bonus or other property
benefit provided from the company as compensation for execution of operation,

which is pertaining to the latest business year, or whose amount of paid orexpected to be paid has been clarified in the latest business year (excluding
those indicated in the business reports for any business years prior to the latest
business year); hereinafter the same applies in ③ ) for corporate officers
includes performance-linked remuneration (meaning remuneration, etc.
calculated based on an indicator related to profits accrued by transactions
performed as management of investment assets; hereinafter the same appliesin ③), indicate the following.
(a) If a policy regarding the decision of payment rate for performance-linked
remuneration and other remuneration is determined, indicate the details.
(b) Provide the indicator related to performance-linked remuneration, reason forselecting the indicator, and method for determining the performance-linkedremuneration.
(c) Indicate the total amount of performance-linked remuneration, its ratio toofficer’s remuneration and number of covered officers for each category ofdirectors (excluding supervisory committee members and outside directors),
supervisory committee members (excluding outside directors), companyauditors (excluding outside company auditors), executive officers, and outsideofficers.
(d) Provide prospects and achievements of the indicator related to performancelinked remuneration. If all or part of remuneration, etc. is non-monetary
remuneration, indicate the details.
(5) Status of the principal business office, and business offices where SPBQII areoperated
Enter information about the principal business office, as well as each of thebusiness offices where SPBQII are operated ("business offices, etc." hereafter in(5)). In addition, if there have been additions or abolitions of business offices, etc.,
or changes in the names or addresses of business offices, etc. during the term,
please indicate them.
(6) Status of external auditing
Provide relevant information in this section if you have your financial statements
externally audited by certified public accountants or auditing firms at least once
every year.
Indicate whether the audits are statutory or voluntary, and describe specificallyand succinctly the details of the audit results in the "Details of auditing."(7) Status of the fund (excluding Electronically Recorded Transferable Rights That Must
Be Indicated on Securities, etc.)

Names of theJB Nordic Fund I SCSp

Invested Business
EquityDetails of the-Invested Business
Types of theRights based on laws and regulations of a foreign state

Invested BusinessEquity
Location of theaccounts into whichinvestment money is-

paid
Flow of funds-

Duration

Types of investors
Qualified Institutional Investors(“QIIs”)-Investors other than QIIs

2of whom individuals-Totalinvestment by QIIs
and its ratio

2of whom individuals

Status of investors

Amount of

Number of investors

4

Amount of investment

yen

Ratio of investment-%

Existence of persons specified
If persons specified
under the items ofunder the items of Article 233-3-(“yes” or “none”)
Name or businessArticle 233-3 areamong theStatus ofcounterparty

auditsname of the certified
public accountant or-auditing firm
Details of audits-(Note)
1. Create a table and provide information for each of the Invested Business Equity
regarding securities equivalents related to FIEA Article 2(2)(v) or (vi). Note, however,that you are only required to provide information in the "Names of the Invested
Business Equity," "Types of the Invested Business Equity" and "Status of investors"
for securities equivalents relating to (v) or (vi) of the same paragraph in which only
professional investors invest.
Please indicate securities equivalents relating to (v) or (vi) of the same paragraphthat were privately placed in the past and the expirations of whose duration are set
in the current term or later, even if there has been no private placement during thecurrent term.
2. This table must be created based on the end of the current term as the basis. If theaccounting period of the fund (referring to assets into which investment orcontribution has been made by persons who own securities equivalents relating toFIEA Article 2(2)(v) or (vi); the same applies in 6) and the term of the notifier ofSPBQII do not match, make entries based on figures at the end of the lastaccounting period that came before the end of the current term.
3. In the "Details of the Invested Business" row, enter specific details of businesses
that will manage the money and other assets being invested or contributed.
4. Select and enter, in the "Types of the Invested Business Equity" column, from"Partnership contract under the Civil Code," "Silent partnership contract,""Investment Limited Partnership contract," "Limited Liability Partnership contract,""Membership rights of an incorporated association," "Rights based on laws andregulations of a foreign state" and "Other rights." Provide specific details if you
select "Other rights." Please also specify the names of laws the rights are based on
and their key details if you select "Rights based on laws and regulations of a foreignstate."
5. In "Location of the accounts into which investment money is paid," indicate namesof the countries or territories where accounts into which customers pay theirinvestment money are located.
6. In the "Flow of funds" section, indicate the names of business or names and rolesof persons responsible for transferring, sending, managing or storing money related
to the fund.
7. In the "Ratio of investment" row under "Amount of investment by QIIs and its ratio"
section, indicate the percentage of the invested amount by QIIs out of the total
invested amount.
8. In the "Existence of persons specified under the items of Article 233-3" column:
Specify "yes" in the case of private placement of Invested Business Equity withpersons specified under the Paragraphs of Article 233-3 as the counterparty, ormanagement of money and other assets invested or contributed by persons otherthan QIIs; otherwise enter "none."
9. Indicate whether the external audits are statutory or voluntary and describe
specifically and succinctly the details of the audit results in the "Details of audits."
10. If there are circumstances that need reporting but do not fit anywhere in this table,
you can indicate this using similar forms within such a scope that they do not cause
misunderstanding.
(7－2) Status of the fund (limited to Electronically Recorded Transferable Rights That
Must Be Indicated on Securities, etc.)
Names of the-Invested Business
EquityDetails of the-Invested Business
Types of the-Invested Business
EquityLocation of the-accounts into whichinvestment money ispaid
Flow of funds-Duration

Types of investors

Number of investors

Qualified Institutional Investors-(“QIIs”)of whom individuals-

Investors other than QIIs-of whom individuals-

Status of investors

Total
Amount ofinvestment by QIIs
and its ratio

Amount of investment
Ratio of investment

If persons specified

Existence of persons specified

under the items ofunder the items of Article 233-3

Article 233-3 are(“yes” or “none”)-yen-%-among thecounterparty

Name or business
Status ofaudits

name of the certified
public accountant or-auditing firm
Details of audits-

2. Status of accounts
Notifier is required to create balance sheets and profit and loss statements.
If the notifier is a corporation other than large companies prescribed under Article 2(vi)of the Companies Act (Act No. 88 of 2005), it is not required to submit profit and loss
statements, but it is required to include net profit/loss in the balance sheets.
If the notifier has made its notification as a member of a partnership, etc., that does nothave judicial personality, it is required to prepare balance sheets and profit and loss
statements of the partnership, etc. However, partnerships, etc., other than those that havebooked 500 million yen or more in investment money, etc. or those that have booked atotal 20 billion yen or more in the liabilities section in the balance sheet for the last fiscal
year do not need to prepare a profit and loss statement but are required to include net
profit/loss in the balance sheets.
Notifiers who are individuals are not required to prepare balance sheets or profit andloss statements.

JB NORDIC GENERAL PARTNER
FINANCIAL STATEMENTS
STATEMENT OF COMPREHENSIVE INCOME
AS AT AND FOR THE YEAR ENDING 31 DECEMBER 2023

1 January
2023 toDecember
2023
EUR

1 January
2022 toDecember
2022
EUR

Net unrealised (loss)/gain on financial
assets at fair value through profit or loss
General Partner's share
Other income(358,950)
2,129,921
28

181,945
2,525,000-Total income

1,770,999

2,706,945

Administration fees
Advisory fees
Audit fees
Bank charges
Consulting fees
Director fees
General expenses
Legal fees
Professional fees

17,5381,857,921
5,325
176
215,000
22,05570
7,124

22,535
2,194,500
4,610
3,753
260,000
19,42093
465
12,724

Total operating expenses

2,125,209

2,518,100

Operating (loss)/profit for the year before tax(354,210)

188,845

1,922

515

Total (loss)/profit for the year

(356,132)

188,330

Total comprehensive (loss)/income for the year

(356,132)

188,330

IncomeExpenses

Tax on profit

JB NORDIC GENERAL PARTNER
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December
2023
EUR

31 December
2022
EUR

1,429,125

1,766,347

1,429,125

1,766,347

168,628

13,079207,249

168,628

220,328

1,597,753

1,986,675

Current liabilities
Amounts payable and accrued operating
expensesTax payable

48,849761

74,0908,310

Total current liabilities

49,61082,400Total liabilities

49,61082,400Share capital
Share premium
Legal reserve
Retained profit brought forward
Profit for the year

412,000
600,000
7,710
884,565(356,132)

412,000
600,000
7,391
696,554
188,330

Total equity

1,548,143

1,904,275

Total liabilities and equity

1,597,753

1,986,675

ASSETS
Non-current assets
Financial assets at fair value throughprofit or loss

Current assets
Other accrued income and prepayments
Cash and cash equivalents

Total assets
LIABILITIES

Equity