Lucas Bols and Rémy Cointreau Create Passoã Joint Venture Operated by Lucas Bols

Lucas Bols and Rémy Cointreau create Passoã joint venture operated by Lucas Bols

14 October 2016 Disclaimer

DISCLAIMER THIS PRESENTATION may contain forward looking statements. These statements are based on current expectations, estimates and projections of Lucas Bols´s management and information currently available to the company. Lucas Bols cautions that such statements contain elements of risk and uncertainties that are difficult to predict and that could cause actual performance and position to differ materially from these statements. Lucas Bols disclaims any obligation to update or revise any statements made in this presentation to reflect subsequent events or circumstances, except as required by law. Certain figures in this presentation, including financial data, have been rounded. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures which precede them.

2 Lucas Bols N.V. has reached agreement with the Rémy Cointreau Group (“Rémy Cointreau”) regarding the formation of a joint venture which will operate and further develop the global activities of the iconic Passoã brand

3 Key transaction parameters

. Rémy Cointreau will contribute the full Passoã activities, including distribution, manufacturing, trademarks and inventory and Lucas Bols will contribute working capital and its know-how and expertise in the liqueur and cocktail business JV contribution . The joint venture will be France based and is expected to generate revenues of around €18 million on a full year basis, with EBIT margins in line with Lucas Bols’ global brands

. Lucas Bols will assume full operational and financial control over the brand Transaction structure . Lucas Bols will consolidate the full financials of the joint venture into its accounts, the results will be fully attributable to the shareholders of Lucas Bols, net of interest on debt assumed

. Lucas Bols shall fund the joint venture’s working capital requirements which amount to, at the establishment of the joint venture, €5 million. The working capital commitment is funded via existing bank facilities Financial impact . The joint venture is expected to realize an increase of around 20% in the earnings per share for Lucas Bols on a full year basis (based on the 2015/16 result)

Closing . The transaction is expected to close before the end of 2016

. In due time, the joint venture could lead to the acquisition by Lucas Bols of all shares in the joint venture, for which funding Next steps has been secured

4 Background Passoã Passoã overview

Passoã is the original Passion Fruit liqueur with a bright pink colour in a Product impression signature black bottle

Passoã has a strong position in the Western-European off-trade segment and is an important ingredient for a wide range of cocktails

Attractive financial performance with a strong EBIT margin and a strong cash conversion

Renowned high quality brand with upside potential further enhancing the strength of Lucas Bols´ global brands portfolio

Flexible, scalable and asset light business model with potential for innovation and expansion to new markets

6 Background Passoã

. Passoã is the first and original Passion Fruit liqueur, at 17% alcohol volume, in a signature black bottle . In 1986, the Master Distiller of Cointreau brought a surprising fruit from a trip to Brazil: the maracuja (passion fruit) History . The fruit's distinctive flavours enthralled him. He took inspiration from it and created Passoã, a singular liqueur made with passion fruit juice from Brazil

7 Background Passoã

. Recognizable bottle with distinctive eye-catching colours . The Brazilian inspired product design enables the bottle to stand out on the retailer’s shelves Positioning . Passoã may be consumed on its own or combined with other drinks for cocktails and long drinks. The brand thereby adds to Lucas Bols’ mission to create great cocktail experiences around the world

8 Background Passoã

On- and off- . Passoã has experienced recent successes in the on-trade environment in various markets, including the UK trade brand with global . Largest Passoã market is Western-Europe with main markets France, the Netherlands, Belgium and the United Kingdom presence . Most important markets outside Western-Europe are Japan, Puerto Rico and the United States

Puerto Rico *

Passoã presence

9 Strategic rationale Strategic rationale Lucas Bols

Passoã’s added value to Lucas Bols

1 Passoã fits within strategic ambition to broaden portfolio of premium and super-premium global brands

Passoã will increase distribution power and positioning in several core markets, and strengthen the in-house distribution platforms in 2 the US

Lucas Bols can further build the Passoã brand based on the recent successes of Passoã in the on-trade environment and benefitting 3 from the global presence of the Bols Liqueurs range and Galliano

4 The joint venture facilitates Lucas Bols’ asset light business model

Source: Lucas Bols, Kempen & Co analyses 11 1 Addition to global brands portfolio

Global brands Regional brands

Bols Liqueurs Range White Spirits Regional Liqueurs Value brands

Pro-forma combined revenue structure (FY 2015/16)

20%

Italian Liqueurs Passoã Traditional Jenever

€91m 56% 25%

Global brands 76% Passoã Revenue (€m) Regional brands Revenue (€m) 68 55 54 ~18

24 24 22 50

FY2013/14 FY2014/15 FY2015/16 FY2013/14 FY2014/15 FY2015/16

Source: company input and reports, Kempen & Co analyses 12 2 Revenue development by brand and region

Lucas Bols stand-alone Pro-forma combined Observations (FY 2015/16 revenue) (FY 2015/16 revenue)

24% 31% Strong increase in revenue for the high margin global brands segment €73m €91m

69% 76% Improved market position in several large Western- European markets like France, Belgium, the UK and

Global brands Regional brands the Netherlands

12% 11% Increased exposure to Western-Europe although better balanced between countries resulting in 16% 21% 47% decreased exposure to the Dutch market €73m €91m 56%

17% Increased distribution power in several core markets 19% due to additional Passoã volume

Western Europe Asia-Pacific North America Emerging Markets

13 3 Building the Passoã brand

BOLS Liqueurs White spirits Italian liqueurs Passoã

BOLS Vaccari BOLS Vodka Damrak Gin Galliano Genever Sambuca

Lucas Bols can further build the Passoã brand based on the recent successes of Passoã in the on-trade environment in various markets like the UK

As Passoã is currently sold in over 40 countries, there are opportunities for distribution expansion into new markets, building on the global presence of the Bols Liqueurs range and Galliano

Passoã can benefit from the positioning of Bols Liqueurs as the number one brand for the international cocktail market and from Lucas Bols active marketing towards the bartending community

14 Joint venture facilitates Lucas Bols’ asset light business 4 model

Lucas Bols business model

Lucas Bols will further develop the Passoã brand through close collaboration with the 1 1 bartender network

Product Passoã can benefit from Lucas Bols’ expertise, knowledge, and innovation track Distribution development 2 record in the liqueurs market while the joint venture structure secures the existing 5 knowhow and experience built by the Rémy Cointreau organization 2

Distillation of 3 Production will remain at Rémy Cointreau’s production facilities in Angers Sales and the heart of the marketing products

The joint venture will require a limited increase in overhead mainly related to Production 4 (blending and additional marketing & sales staff 4 bottling) 3

Passoã’s existing distribution network has significant overlap with Lucas Bols’ current 5 network Direct transfer of US distribution activities to Lucas Bols USA Lucas Bols in-house Partnerships

Combination in-house and partnerships

15 Deal structure Deal characteristics

Operational . Lucas Bols will assume full operational control and will perform day to day management of the joint venture and control run the Passoã brand in the ordinary course of business

. Lucas Bols will consolidate the full financials of the joint venture into its accounts and the results will be fully Consolidation attributable to the shareholders of Lucas Bols, net of interest on debt assumed

. Taxable income from Passoã, generated in the French entity, will be subject to 35% French corporate income Taxes tax (assumed that accrual of interest will not be tax-deductible)

Next steps . In due time, the joint venture could lead to the acquisition by Lucas Bols of all shares in the joint venture

17 Indicative

Deal characteristics – Indicative Profit & Loss impact

Pro- forma Indicative profit & loss impact based on 2015/16 figures 2015/16

“the joint-venture is expected to Revenue generate revenues of around €18 €72.6m ~€18m ~€91m . Addition of Passoã revenue million on a full year basis”

“with margins in line with Lucas Bols’ . ~40% EBIT margin for the Lucas Bols’ global EBIT €17.6m ~€7m ~€25m global brand EBIT margins” brands after absorption of all Lucas Bols costs

. Accrued interest (non-cash) from deferred payment Interest “net of interest on debt assumed” €(2.6)m ~€(2)m ~€(5)m at holding level at ~3% (not tax-deductible) . Interest from working capital investment

“the joint venture, which will be based Tax €(3.3)m ~€(2)m ~€(5)m . French corporate tax rate 35% in France”

“the joint venture is expected to add . All net profit fully attributable to Lucas Bols Net profit around 20% earnings per share for €11.7m ~€2m ~€14m shareholders Lucas Bols on a full year basis”

Source: press release Lucas Bols, Annual report Lucas Bols 18 Indicative

Deal characteristics – Indicative Balance sheet impact

Assets* Liabilities* Indicative Balance Sheet impact based on 2015/16 figures

Working “Lucas Bols shall fund the joint venture’s working capital capital requirements which are, at the establishment of the joint Working capital Interest bearing debt investment at venture, equal to an amount of €5 million” closing

Intangible fixed asset Deferred payment at NPV Acquisition “In due time, the joint venture could lead to the acquisition + + in due time by Lucas Bols of all shares in the joint venture” Goodwill Deferred tax liability

General Full consolidation of financials of the joint venture into its accounts of Lucas Bols

* Final balance sheet impact subject to PPA process finalization Source: press release Lucas Bols, Annual report Lucas Bols