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Annual Report 2018 ANNUAL REPORT 2018 WWW.FNG.EU The 2018 annual report of FNG NV has been drawn up in Dutch. This is an informal English translation, provided for the comfort of the reader. In the event of any discrepancy between the Dutch text of the annual report and any translation thereof, the Dutch version shall prevail. Contact For clarifications about the data in this annual report, please contact: Dieter Penninckx | CEO +32 15 293 444 Publisher FNG NV Bautersemstraat 68a 2800 Mechelen Belgium 0697.824.730 www.fng.eu ANNUAL REPORT — 2018 2 ANNUAL REPORT 2018 ANNUAL REPORT — 2018 3 ANNUAL REPORT — 2018 4 MESSAGE FROM THE CEO AND THE FOUNDERS 6 FAST FACTS 11 REPORT OF THE BOARD OF DIRECTORS 12 1. ABOUT FNG 12 2 . KEY FIGURES 14 3. MAJOR EVENTS OF 2018 16 4. SIGNIFICANT EVENTS AFTER THE CLOSE OF THE FINANCIAL YEAR 19 5. BUSINESS STRATEGY 20 6. MARKET POSITION AND MARKET DEVELOPMENT 24 7. REVIEW OF BUSINESS 30 8. MAIN RISKS AND RISK MANAGEMENT 33 9. RESEARCH AND DEVELOPMENT 36 10. EXCEPTIONAL CIRCUMSTANCES 39 11. BRANCHES 39 CORPORATE GOVERNANCE STATEMENT 41 1. BOARD OF DIRECTORS 42 2. EXECUTIVE COMMITTEE AND CEO 45 3. BOARD COMMITTEES 48 4. GENDER DIVERSITY 53 5. MAJOR SHAREHOLDERS 53 6. INTERNAL CONTROL AND RISK MANAGEMENT RELATING TO FINANCIAL REPORTING 54 7. DISCLOSURE STATEMENT IN ACCORDANCE WITH ARTICLE 34 OF THE ROYAL DECREE OF 14 NOVEMBER 2007 54 REMUNERATION REPORT 61 1. REMUNERATION OF DIRECTORS 61 2. REMUNERATION OF THE CEO AND MEMBERS OF THE EXECUTIVE COMMITTEE 62 NON-FINANCIAL INFORMATION STATEMENT 65 1. HOW FNG INCORPORATES CSR INTO ITS ORGANISATION 65 2. HOW FNG IMPLEMENTS ITS CSR POLICY IN PRACTICE AND THE RESULTS THEREOF 70 3. GRI CONTENT INDEX 93 FINANCIAL STATEMENTS 96 ANNUAL REPORT — 2018 5 MESSAGE FROM THE CEO AND THE FOUNDERS 2018 definitely was a challenging year for fashion retail. Even when bad news about the sector kept popping up, FNG unwaveringly remained on course. Concentrating fully on the further expansion of the local heroes in its brand portfolio, with a sharp focus on vertical integration and realisation of deep synergies and with a clear digital plan combined with ‘brick’ shops, FNG reaches remarkable results. ANNUAL REPORT — 2018 6 While the spending pattern for fashion and shoes in the Benelux remains more or less stable, the sector faces major challenges. Digitalisation continues at a breath-taking pace and fashion retailers are struggling to find the ideal (read: viable) mix of sales channels (optichannel) for clothing and shoes. Disappointing weather conditions, such as a wet spring and a long Indian summer, had the whole sector on edge. And the impact was not limited to the traditional stores. Online players were also forced to take a big reality check. At the end of the day the million dollar question is whether the business model of free delivery and unlimited shopping and returning might be coming to an end. During the final quarter of 2018, shareholders of online players clearly indicated that a world where everything is free is no longer sustainable. Conquering a share of the market without any positive results is not viable in the long run. It is time to start making real money. Was 2018 the end or only a preview of the relentless shakeout in the sector? Consolidation is happening at full speed and will continue in the future. More than ever, economies of scale are important and significant investments in digitalisation are being carried out. It is a world of eat or be eaten. FNG achieves success in this complicated market by steadfastly continuing its strategy. First of all, FNG further expands its local retail and fashion brands, the local heroes. Going against the market, FNG achieved success with the development of new Brantano concepts. FNG further developed its flagship Brantano into a strong showcase for brand fashion and shoes. With the roll-out of the complementary shopping formulas and a new online platform, Brantano is taking important steps to realise its ambition to become the number one online and offline choice for clothing and shoes in Belgium. Focus on digital growth is another cornerstone of FNG. The continued development of online sales via own platforms as well as via alliances is high on the agenda. The new online platform was further developed by Brantano and is ready to make a difference in tomorrow’s world. In 2019 the other brands will be launched on this platform as well. This new platform opens up possibilities to integrate artificial intelligence algorithms and thus offer a personalised shopping experience. Shopping will become faster, easier and tailored to the consumer. Examples include personal styling, rich product information, intelligent marketing communication and optimisation of the available stock. ANNUAL REPORT — 2018 7 The third, and maybe most important cornerstone of FNG is its focus on vertical integration and development of deep synergies. The acquisition of Henkelman Schoenen allowed FNG to add the knowhow of shoe manufacturing to its buying platform. FNG moreover strives for maximal synergies in its back office and further rationalises the number of physical shops in smaller cities. Finally FNG is committed to corporate social responsibility. FNG strives for sustainability in all its processes and has taken major steps to realise this goal. While this work will never be truly finished, FNG, with a clear focus, wants to make a difference. FNG is confident in the future. FNG is flexible enough to adapt to fickle market conditions, and has grown big enough to fully exploit economies of scale. The possibilities and opportunities are endless. Because size does matter. After a couple of years of expansion and internal consolidation of the companies acquired in 2016, Miss Etam and Brantano, it is time to play a role in the consolidation wave, which will undoubtedly continue on the sector for the near future. In the coming years, FNG wants to keep a look out for further acquisition opportunities of “local heroes”, which will strengthen and expand the group both on a local and an international level. Interesting times are ahead. Dieter Penninckx | CEO Anja Maes | Director Manu Bracke | Director ANNUAL REPORT — 2018 8 FNG headquarters CKS ANNUAL REPORT — 2018 10 FAST FACTS Company name: Shares outstanding: FNG NV 11,200,663 shares Legal form: Shares ISIN Code: Public limited liability company under the laws of Belgium BE0974332646– Euronext Symbol: FNG Registered office: FNG founders: Bautersemstraat 68A, 2800 Mechelen, Belgium Dieter Penninckx Anja Maes Trade register number: Emmanuel Bracke 0697.824.730 (Crossroads Bank of Enterprises) Members of the Board of Directors: Date of incorporation: Eric Verbaere 29/12/1953 Gino Van Ossel Emiel Lathouwers Country of incorporation: Philippe Vandeurzen The Netherlands Roald Borré Elke Kestens Home Member State: Anja Maes Belgium Emmanuel Bracke Financial year: Members of the Executive Committee: 1 January – 31 December Dieter Penninckx Anja Maes Quotation market: Emmanuel Bracke Euronext Brussels – Euronext Amsterdam (“FNG”) Share capital: EUR 60,679,208.36 ANNUAL REPORT — 2018 11 REPORT OF THE BOARD OF DIRECTORS 1. ABOUT FNG The FNG group is a strong growing Benelux-fashion group FNG’s growth figures prove that fashion and quality go with activities in Belgium, the Netherlands, Luxembourg, hand in hand with success. The Benelux fashion group France, Spain and Germany. The FNG group designs and has built a strong diversified brand portfolio with brands distributes clothing and shoes for women, children and such as Fred & Ginger, CKS, Claudia Sträter, Miss Etam, men through its own concept stores at top locations in Expresso, Ginger, Promiss, Baker Bridge, Brantano and Belgium and the Netherlands and through a network of Steps. The brands are sold internationally in more than multi-brand stores on the domestic markets as well as in 500 concept stores, shop-in-shop corners and in more foreign countries. FNG has more than 3,000 employees, than 1,500 multi-brand stores. realising a turnover exceeding EUR 500,000,000. ANNUAL REPORT — 2018 12 FNG’S BRAND PORTFOLIO ANNUAL REPORT — 2018 13 2 . KEY FIGURES > 500 > 3,000 ≈ 510,000,000 own concept stores employees turnover > 10 > 1,500 ≈ 5,000,000 brands multi-brand stores Benelux customers 2018 (kEUR) Revenue 511,794 Ebitda 54,879 Total assets as of year-end 834,902 Equity attributable to equity holders of the company 342,734 Number of shares as of year-end 11,200,663 ANNUAL REPORT — 2018 14 CKS ANNUAL REPORT — 2018 15 3. MAJOR EVENTS OF 2018 BRANTANO BECOMES THE FLAGSHIP FOR EARLY REDEMPTION BOND LOAN CLOTHING AND SHOES FOR EVERYONE The bond loan issued by FNG Group NV, an indirect Brantano has become a synonym for brand fashion and subsidiary of FNG, for a total amount of EUR 25,000,000, shoes and wants to become the number one choice for a with an interest rate of 4.625% and maturity date on 15 April wide audience. The idea is to cover the market with its three 2021 (the “Bond Loan”), was fully redeemed by FNG Group complementary retail formulas and a new online platform. NV on 15 April 2018, before reaching its maturity date, in Apart from the well-known, recently refurbished Brantano accordance with the Terms & Conditions, as provided for in stores, two new retail concepts were launched in the the Offering Memorandum of 23 December 2014. course of 2018: high-end fashion boutiques under the name boutik by brantano, with a focus on fashion brands from EMTN PROGRAMME the middle and upper market segments, complemented Via its subsidiary FNG Benelux Holding NV, FNG set by a selection of high-quality shoes, and large fashion up a 100 million Medium Term Note Programme.
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