Atlantis Japan Growth Fund Limited

Annual Report and Financial Statements

for the financial year ended 30 April 2023

AUDITED

ATLANTIS JAPAN GROWTH FUND LIMITED

CONTENTS

PAGE

FINANCIAL HIGHLIGHTS AND PERFORMANCE

2

INTRODUCTION

4

CHAIRMAN'S STATEMENT

5

INVESTMENT ADVISER'S REPORT

9

ALTERNATIVE INVESTMENT FUND MANAGER'S REPORT

11

DETAILS OF TEN LARGEST INVESTMENTS

12

SCHEDULE OF INVESTMENTS

15

BOARD OF DIRECTORS

18

STRATEGIC REPORT

19

DIRECTORS' REPORT AND STATEMENT OF DIRECTORS' RESPONSIBILITIES

27

DIRECTORS' REMUNERATION REPORT

30

CORPORATE GOVERNANCE

32

AUDIT COMMITTEE REPORT

37

DEPOSITARY STATEMENT

40

INDEPENDENT AUDITORS' REPORT

41

STATEMENT OF COMPREHENSIVE INCOME

50

STATEMENT OF CHANGES IN EQUITY

51

STATEMENT OF FINANCIAL POSITION

53

STATEMENT OF CASH FLOWS

54

NOTES TO THE FINANCIAL STATEMENTS

55

ADMINISTRATION

78

APPENDIX 1: SUPPLEMENTARY INFORMATION

80

APPENDIX 2: ALTERNATIVE PERFORMANCE MEASURES

83

NOTICE OF ANNUAL GENERAL MEETING

85

ANNUAL GENERAL MEETING RIDER

90

All references to "USD" or "$" throughout this report are to the currency of the United States. All references to "GBP" or "£" throughout this report are to the currency of the United Kingdom. All references to "JPY" or "¥" throughout this report are to the currency of Japan.

1

ATLANTIS JAPAN GROWTH FUND LIMITED

FINANCIAL HIGHLIGHTS AND PERFORMANCE

TO 30 APRIL 2023

Capital performance (GBP '000)

30 April 2023

30 April 2022

% change

Total net assets

79,032

87,279

-9.5%

Ordinary share performance

30 April 2023

30 April 2022

% change

Net asset value (GBP)

1.93

2.11

-8.2%

Net asset value Total Return (%)*

2.22

2.32

-4.0%

Middle market share price (GBP)

1.63

1.85

-12.2%

Share Price Total Return (%)*

1.91

2.06

-7.5%

Dividends paid (pence), 12 months period

9.33p

10.81p

-13.7%

TOPIX Total Return in GBP (Benchmark)

20.14

18.78

7.3%

Discount to net asset value (%)*

16.0%

12.2%

3.8%

Ongoing charges*

1.85%

1.65%

0.2%

*Alternative Performance Measures. For further information see Appendix 2 on pages 83-84.

Fund performance versus benchmark since inception

500%

Atlans Japan Growth Fund (total return) - £ NAV

Atlans Japan Growth Fund (total return) - £ Price

400%

Topix Index (total return) - £ Price

300%

200%

100%

0%

-100%

Apr 96

Apr 97

Apr 98

Apr 99

Apr 00

Apr 01

Apr 02

Apr 03

Apr 04

Apr 05

Apr 06

Apr 07

Apr 08

Apr 09

Apr 10

Apr 11

Apr 12

Apr 13

Apr 14

Apr 15

Apr 16

Apr 17

Apr 18

Apr 19

Apr 20

Apr 21

Apr 22

Apr 23

Note: NAV performance is diluted by historical Subscription Rights.

Fund performance versus benchmark for the three years ended 30 April 2023

60%

50%

40%

30%

20%

10%

Atlans Japan Growth Fund (total return) - £ NAV

0%

Atlans Japan Growth Fund (total return) - £ Price

-10%

Topix Index (total return) - £ Price

Jul 20

Oct 20

Jan 21

Jul 21

Oct 21

Jan 22

Jul 22

Oct 22

Jan 23

-20%

Apr 20

Apr 21

Apr 22

Apr 23

2

ATLANTIS JAPAN GROWTH FUND LIMITED

FINANCIAL HIGHLIGHTS AND PERFORMANCE (continued)

TO 30 APRIL 2023

Since

Net asset value Total Return (GBP)*

1 Year

3 Years

5 Years

Inception

Annualised

(10 May

Return

1996)

Atlantis Japan Growth Fund1

-4.0%

-7.1%

-8.4%

241.3%

4.7%

Topix TR

7.3%

18.4%

15.9%

82.5%

2.3%

1Note: NAV performance is diluted by historical Subscription Rights.

Source: Quaero Capital LLP, Northern Trust and Bloomberg.

* Alternative Performance Measure. For further information see Appendix 2 on pages 83-84.

Discount trend over the last three years

0%

Discount trend

-2%

-4%

-6%

-8%

-10%

-12%

-14%

-16%

-18%

-20%

Jul 20

Oct 20

Jan 21

Jul 21

Oct 21

Jan 22

Jul 22

Oct 22

Jan 23

Apr 20

Apr 21

Apr 22

Apr 23

Source: Quaero Capital LLP, Northern Trust and Bloomberg.

Portfolio market capitalisation breakdown in GBP

50%

45%

43.2%

40%

36.0%

35%

30%

24.0%

25%

22.2%

19.7%

20%

17.5%

13.9%

15%

12.3%

10%

4.8%

6.4%

5%

0%

>10bn

5-10bn

2-5bn

0.5-2bn

<0.5bn

30 April 2023

30 April 2022

Source: Quaero Capital LLP, Northern Trust and Bloomberg.

3

ATLANTIS JAPAN GROWTH FUND LIMITED

INTRODUCTION

INVESTMENT OBJECTIVE

Atlantis Japan Growth Fund Limited (the "Company") aims to achieve long term capital growth through investment wholly or mainly in listed Japanese equities.

INVESTMENT POLICY

The Company may invest up to 100% of its gross assets in companies quoted on any Japanese stock exchange including, without limitation, the Tokyo Stock Exchange Prime, Standard and Growth sections, or the regional stock exchanges of Fukuoka, Nagoya and Sapporo. The Company's benchmark index is the TOPIX Total Return index "benchmark total return index" and the Company will not be restricted to investing in constituent companies of the benchmark.

The Company may also invest up to 20% of its Net Asset Value (the "NAV") at the time of investment in companies listed or traded on other stock exchanges but which are either controlled and managed from Japan or which have a material exposure to the Japanese economy.

The Company may also invest up to 10% of its NAV at the time of investment in securities which are neither listed nor traded on any stock exchange or over-the-counter market.

In general, investments will be made in equity shares of investee companies, or in debt issued by investee companies. However, the Company may also invest up to 20% of its NAV at the time of investment in equity warrants and convertible debt.

The Company will not invest in more than 10% of any class of securities of an investee company. The Company will not invest in derivative instruments save for the purpose of efficient portfolio management.

The Company may not invest more than 10% in aggregate of the value of its total assets in other listed closed-ended investment funds except in the case of investment in closed-ended investment funds which themselves have published investment policies to invest no more than 15% of their total assets in other listed closed-ended investment funds, in which case the limit is 15%.

The Company may borrow up to a maximum of 20% of NAV at the time of borrowing.

No material change will be made to the investment policy without the approval of shareholders by ordinary resolution.

The management and impact of the risks associated with the investment policies are described in detail in the Notes to the Financial Statements (see Note 15).

INVESTMENT MANAGER AND INVESTMENT ADVISER

Quaero Capital LLP has been appointed as the Investment Manager of the Company since 1 August 2014.

Atlantis Investment Research Corporation ("AIRC") has been the appointed as the Investment Adviser to the Company since 1 August 2014.

AIRC, established in Tokyo, through Taeko Setaishi, as lead adviser, and her colleagues, advises the Investment Manager on the day-to-day conduct of the Company's investment business, the role it has played since the launch of the Company in May 1996.

4

Attachments

Disclaimer

Atlantis Japan Growth Fund Ltd. published this content on 30 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2023 17:21:02 UTC.