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Registration Document Contents 2018 REGISTRATION DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT 2017/2018 CONTENTS CHAIRMAN’S MESSAGE 2 GROUP PROFILE 4 STRATEGIC VISION 8 GOVERNANCE 9 PERFORMANCE 10 1 PRESENTATION OF THE GROUP 13 5 CONSOLIDATED FINANCIAL STATEMENTS OF THE 1.1 Key figures 14 1.2 History 15 REMY COINTREAU GROUP 1.3 Shareholding structure 16 AT 31 MARCH 2018 141 1.4 The Group’s activities 17 5.1 Consolidated income statement 142 1.5 Related-party transactions and material contracts 20 5.2 Consolidated statement of comprehensive income 143 1.6 Risk factors and insurance policy 23 5.3 Consolidated statement of financial position 144 5.4 Change in consolidated shareholders’ equity 145 2 CORPORATE SOCIAL 5.5 Consolidated statement of cash flows 146 RESPONSIBILITY (CSR) 31 5.6 Notes to the consolidated financial statements 147 5.7 Statutory auditors’ report on the consolidated 2.1 The Group’s policy and commitments 32 financial statements 190 2.2 Employee-related information 33 2.3 Environmental information 39 6 FINANCIAL STATEMENTS 2.4 Societal information 55 AT 31 MARCH 2018 195 2.5 Table of environmental indicators by site 59 2.6 2020 targets 63 6.1 Balance sheet 196 2.7 Note on methodology for reporting environmental 6.2 Income statement 197 and employee-related indicators 64 6.3 Cash flow statement 198 2.8 Cross-reference tables 67 6.4 Financial results for the past 5 years 199 2.9 Independent verifier’s report on consolidated social, 6.5 Notes to the financial statements 200 environmental and societal information presented 6.6 Statutory Auditors’ report on the parent company in the management report 71 financial statements 210 3 CORPORATE GOVERNANCE 75 7 INFORMATION ON THE COMPANY 3.1 Framework for implementing the principles of AND THE CAPITAL 213 corporate governance 76 7.1 General information about the Company 214 3.2 Composition of the Board of Directors 78 7.2 Articles of Association 214 3.3 Senior management and Executive Committee 96 7.3 General information about the share capital 216 3.4 Additional information on the members of the Board of Directors and the Chief Executive Officer 98 7.4 Shareholding and stock market information 224 3.5 Remuneration 99 7.5 Items liable to have an impact in the event of a public takeover offer 230 3.6 Risk management and internal control procedures 118 3.7 Ethics and compliance 124 8 3.8 Procedures for shareholder attendance at COMBINED SHAREHOLDERS’ Shareholders’ Meetings 128 MEETING 24 JULY 2018 231 8.1 Explanatory statement and draft resolutions 232 4 COMMENTS ON THE RESULTS 8.2 2018 shareholders’ meeting resolutions 246 FOR THE YEAR 129 8.3 Statutory Auditors’ special reports 262 4.1 Analysis of the business and consolidated results 130 9 ADDITIONAL INFORMATION 267 4.2 Financial and cash positions 135 9.1 Documents on display 268 4.3 Parent company results 138 9.2 Information incorporated by reference 268 4.4 Recent events and outlook 139 9.3 Statement by the person responsible for the registration document and annual financial report 268 9.4 Persons responsible for the audit and fees 269 9.5 Cross-reference tables 270 The elements of the annual financial report are identified by the symbol REGISTRATION DOCUMENT 2017/2018 and annual financial report All around the world, there are clients seeking exceptional experiences; clients for whom a wide range of terroirs means a variety of fl avors. Their exacting standards are proportional to our expertise – the fi nely-honed skills that we pass down from generation to generation. The time these clients devote to drinking our products is a tribute to all those who have worked to develop them. It is for these men and women that Rémy Cointreau, a family-owned French Group, protects its terroirs, cultivates exceptional multi-centenary spirits and undertakes to preserve their eternal modernity. The Group’s portfolio includes 12 unique brands, such as the Rémy Martin and Louis XIII cognacs, and Cointreau liqueur. Rémy Cointreau has a single ambition: becoming the world leader in exceptional spirits. To this end, it relies on the commitment and creativity of its 1,800 employees and on its distribution subsidiaries established in the Group’s strategic markets. Rémy Cointreau is listed on Euronext Paris. This is a free translation into English of the original report issued in the French language and it is provided solely for the convenience of English speaking users. This report should be read in conjunction with and construed in accordance with French law and professional standards. This registration document was filed with the French Financial Markets Authority (AMF) on 29 June 2018, in accordance with Article 212-13 of its General Regulation. It may be used in support of a financial transaction if accompanied by a memorandum approved by the AMF. It was prepared by the issuer under the responsibility of its signatories. RÉMY COINTREAU — REGISTRATION DOCUMENT 2017/2018 1 CHAIRMAN’S MESSAGE MARC HÉRIARD DUBREUIL Our brands are simultaneously rooted in their terroirs, highly contemporary and destined to achieve global recognition. The brands’ success is fundamentally linked to the savoir-faire of those women and men who have succeeded each other, sometimes for more than 300 years, and who have crafted their singularity. In keeping with our predecessors, the men and This success derives from a scent, aroma women of Rémy Cointreau, or taste that lay within the memory of connoisseurs who recognise that uniqueness whether they are in Cognac, and wish to share their experience with Angers, Islay, Athens or others. Around the world, people are Barbados, are more attentive experimenting with new ways of savouring than ever to the quality and our products and, in doing so, contribute uniqueness of our spirits. Today, to perpetuating the desire for exceptional spirits. each of our Maisons continues to win over passionate and As Chairman of Rémy Cointreau since discerning clients throughout October 2017, this heritage has forged my the world. commitment: in relation to our clients, to be attentive to product quality and producers’ dedication; in relation to our stakeholders, to simultaneously meet targets for growth, profitability and economic sustainability. Nor am I forgetting our ambition in the area of Corporate Social Responsibility. 2 RÉMY COINTREAU — REGISTRATION DOCUMENT 2017/2018 Across all our activities and CHAIRMAN’S MESSAGE for each of our businesses, our emphasis must be on sustainable, responsible, transparent and shared practices. Our 2020 CSR plan, initiated last year, builds on initiatives to decrease our carbon emissions (eco- design of products, freight optimization, etc.) and reduce our environmental footprint (energy, water and liquid waste). Thanks to our research and actions, this responsibility is “THE BOND THAT WE CREATE now instilled in every part of BETWEEN TERROIRS, PEOPLE our Group. Rémy Cointreau AND TIME, IS THE BOND THAT has therefore reaffirmed its UNITES US, IN A SUSTAINABLE commitment to the Global WAY, WITH THE WORLD OF TODAY Compact initiative and to its 2020 strategy, based on the AND TOMORROW.” Sustainable Development Goals (SDGs) as defined by the United Nations. Every company involved in CSR reporting of all our employees that we will elevated Rémy Cointreau’s (according to the French fulfil our ambition: being the ambitions and has given us “Grenelle II law”) reports all leader in exceptional spirits . confidence in the future. of its corporate, environmental and social information. This The year 2017/2018 has All around the world, reporting process also enhances confirmed the relevance of our connoisseurs seeking exception our strategic reflection for the strategic choices. This year, Group. our growth has accelerated have the mind of a collector. They even further under the impetus seek rare terroirs, recognize the The legacy of our predecessors of Asia, the United States and know-how behind exceptional also leads us to be bold, standing Global Travel Retail. At constant aromas, and appreciate the value among new generations who scope and exchange rates, our bestowed by time. want to create original products sales are up +7.2%. Cognacs for the global economy of today were particularly instrumental The bond that we create and tomorrow. Our major in this performance, illustrating concerns are to preserve our the relevance of our strategy to between terroirs, people and savoir-faire, enhance skills and move upmarket. Our upgrading time, is the bond that unites us, motivate talented people, since efforts within the Liqueurs and in a sustainable way, with the it is thanks to the commitment Spirits division have further world of today and tomorrow. RÉMY COINTREAU — REGISTRATION DOCUMENT 2017/2018 3 GROUP PROFILE — A PORTFOLIO OF EXCEPTIONAL SPIRITS HOUSE OF RÉMY MARTIN LIQUEURS & SPIRITS DIVISION Cognac Liqueur Whisky Gin Rum Brown spirits Upper Luxury Luxury Ultra Premium Premium Net sales by division The House of Rémy Martin: The Liqueurs & Spirits division: The Partner Brands division: Rémy Martin Cointreau, Metaxa, Mount Gay, Third-party brands distributed and Louis XIII St-Rémy, The Botanist and single malt whiskies by the Group. 67% 24% 9% Net sales of Net sales of Net sales of €760.0 million €266.8 million €100.2 million The Rémy Cointreau Group has a portfolio of 12 exceptional world-renowned brands: Rémy Martin and Louis XIII cognacs, Cointreau liqueur, Greek Metaxa spirit, Mount Gay rum, St-Rémy brandy, The Botanist gin, and single malt whiskies Bruichladdich, Port Charlotte, Octomore, Westland and Domaine des Hautes Glaces. During the 2017/2018 financial year, the Group’s net sales totalled €1,127 million, with organic growth of 7.2% (with the Group’s brands up by 9.2%). 4 RÉMY COINTREAU — REGISTRATION DOCUMENT 2017/2018 — HIGH-END POSITIONING IN A HIGH GROWTH SEGMENT In 2017/2018, the Group’s exceptional spirits (with a sales price higher than US$50) represented 53% of the Group’s net sales (compared with 51% in 2016/2017).
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