Stock Spirits Group PLC Solar House Stock Spirits Group PLC Mercury Park Wooburn Green Buckinghamshire HP10 0HH United Kingdom Annual Report & Accounts www.stockspirits.com Tel: +44 1628 648500 Fax: +44 1628 521366 2016 Annual Report & Accounts 2016 Our goal is to become Central and Eastern Europe’s leading spirits company, commanding a major stae in each o or core operan markets and making our presence felt in the wider global market. Strategic reviewGroup at a glance Our core brands Regional reviews Financial statements Page 02 Page 00 Page 26 Page 30 Page 102 Strategic review eional reies Governance Financial statements Chairman’s statement 05 Poland 30 Directors and Company Consolidated income ie ecutie cers Czech Republic 34 Secretary 56 statement 104 statement 09 Italy 36 Senior Management 58 Consolidated statement o comreensie income 10 Group at a glance 16 ter 3 ororate oernance Consolidated statement ur business model 1 erations 3 airmans leer 60 o nancial osition 106 Strategy and KPIs 20 ur eole 3 ororate oernance Consolidated statement ur marets 22 framework 61 Corporate responsibility 40 of changes in equity 108 irits maret oerie 2 udit ommiee reort 6 Financial reie 3 Consolidated statement omination ommiee ur core brands 26 rincial riss and iabilit o cas os 10 reort 3 statement 48 Notes to the consolidated Directors remuneration nancial statements 110 reort Shareholders’ Directors’ report 91 inormaon 171 Statement of Directors’ seul lins 12 resonsibilities Independent auditor’s report 96 trateic reie oernance Financial statements Stock Spirits Group Annual Report & Accounts 2016 01 erie Financial highlights 12.3m €261.0 m 9 litre cases otal net sales reenue (2015: 11.8 million 9 litre cases) (2015: €262.6 million) €40.1m €28.4m eratin rot rot or te ear 201 1million (2015: €19.4 million) 19. 62 €cents 14 €cents Diidend er sare or 20162 Basic earnings per share (2015: 5.80 €cents) (2015: 10 €cents) €51.5 m €40.3m Adjusted EBITDA1 Adjusted EBIT1 201 3 million 201 2 million We have more than 40 brands and export internaonally to more than contries orlie For more inormation www.stockspirits.com 1 toc irits rou uses alternatie erormance measures as e nancial indicators to assess te underlin erormance o te rou ese include adusted D adusted and adusted ree cas o e narratie in te nnual eort ccounts is based on tese alternatie measures and an elanation is set out in note to te consolidated nancial statements included in te nnual eort ccounts 2 ecial diidend o 11 cents aid on 2 ul 2016 interim diidend o 22 cents aid on 26 etember 2016 and roosed nal diidend or 2016 o cents 02 Strategic review Strategic review Go ernance Financial statements Stock Spirits Group Annual Report & Accounts 2016 03 Chairman’s statement 05 eional reies ie ecutie cers Poland 30 statement 09 Czech Republic 34 Italy 36 Group at a glance 16 ter 3 ur business model 1 erations 3 Strategy and KPIs 20 ur eole 3 ur marets 22 Corporate responsibility 40 irits maret oerie 2 Financial reie 3 ur core brands 26 rincial riss and iabilit statement 48 04 Strategic review Governance Financial statements Stock Spirits Group Annual Report & Accounts 2016 05 With a stronger Board and key local management now in place, we have begun to make progress and are in a position to deliver sustainable levels of growth and profit. Strategic review Chairman’s statement As Chairman of Stock Spirits Group PLC, I am pleased to present our Annual Report and Accounts for the year ended 31 December 2016. 2016 was a year of great change at Stock Spirits, especially the beginning of the year and, whilst management at Board and Senior Management level. Whilst our were focussed on sorting out issues in Poland, we major market of Poland remains a challenging trading stated that the Group would only undertake ‘bolt-on’ environment and highly competitive, management have acquisitions in current markets. I am pleased to report been focussed on the stabilisation of our performance in that in October, the Group completed its first bolt-on this market. While there is much work to do, the initial acquisition post IPO: a €5m acquisition of a spirits signs are positive and I am pleased with our financial business in the Czech Republic to bolster the vodka performance and strong cash flow. offering to our customers and consumers and to enter the gin category (see the Czech Republic regional During the year, there were a number of changes to the Board, review on page 34 for more detail) not least the appointment of a new Chief Executive Officer • We stated our aim at the end of last year to strengthen (CEO) after the retirement of Chris Heath in April 2016. I will our distribution platforms which will help to diversify discuss the full Board changes in the Governance section and strengthen our product portfolios. In 2016 we later in my statement, but I was personally delighted that completed new distribution agreements in Italy and the Board approved the appointment of Mirek Stachowicz Slovakia with Distell and with Synergy in Poland (see in August 2016. Mirek had stepped in as Interim CEO, upon the regional review section on pages 30 to 37). We Chris’s retirement, from his position as a Non–Executive also renewed the Beam contract in Poland Director (NED) on the Board. • We said that we would assess a number of As I referenced in my statement last year, I initiated a review opportunities to deliver cost savings. In August we of Group Strategy, as well as a full ‘root and branch’ review announced the closure of our Swiss office, with the of the Polish market and our business in that country, at the redundancy of the position of the Chief Operating end of 2015. Mirek will provide a detailed update on Poland Officer (COO). In addition we have re-tendered in his statement and I have provided an update on the Group contracts for tax, public relations and other conclusions of the Group Strategic Review below: advisory services during the year and a new logistics provider in Italy was appointed to commence from • The Board determined and re-validated during the 1 January 2017 year, that the existing strategy outlined at the time • A number of assets have been identified which we of the IPO should not be fundamentally changed, feel are intrinsically undervalued. We stated last year although the prioritisation of some activities that if we are unable to deliver an enhancement in should be adjusted due to the need to focus on the the value of these assets in the short term, we will stabilisation of our Polish business seek other opportunities to realise their intrinsic • We listened to shareholders’ views on the appetite value, which may result in their disposal. Work on for larger merger and acquisition deals (M&A) at opportunities to enhance value continues 06 Strategic review Chairman’s statement continued • With regard to shareholder returns, we stated that, as Chief Financial Officer (CFO) from 2007 and as CEO should the business not announce a meaningful from 2009 until his retirement in April 2016. Following M&A transaction in the near term, the Board would a detailed assessment of both internal candidates and increase the dividend and distribute surplus cash to external candidates identified by an international search shareholders. A special dividend was declared in June firm, I was delighted that the Board unanimously decided 2016 of 11.9 €cents per share with a commitment to in August that our colleague, Mirek Stachowicz, should be distribute 100% of adjusted net free cash flow in 2016. appointed as CEO. Mirek had been working as Interim CEO The Board is recommending a final dividend payable since April. in respect of the full year 2016 of 5.45 €cents per share (2015: 4.55 €cents). The total dividend payable There were a number of other Board changes during in respect of 2016 will be 19.62 €cents per share the year: (2015: 5.8 €cents). While the dividend policy remains • In May 2016, at the AGM, two Non-Independent unchanged at 35% of adjusted net free cash flow, we NEDs, Randy Pankevicz and Alberto da Ponte, were also reiterate our commitment to return surplus cash appointed. In January 2017, we were very saddened to should no meaningful M&A opportunity arise. This, of announce the untimely death of Alberto course, will also be impacted by how successful our turnaround actions in Poland are. • In October, Andrew Cripps stepped down from the Board and as Chairman of the Audit Committee. I People would like to thank Andrew for his personal support During the year, we saw the completion of the recruitment to me and his contributions during his three years’ of all senior management positions in local markets, service on the Board. With his departure, John including the important role of Managing Director of our Nicolson was appointed Senior Independent Director major market, Poland (see Poland regional review section (SID) and therefore adds to his responsibilities as for more detail on page 30). This means that we now have Chairman of the Remuneration Committee. Mike Managing Directors appointed in all markets in the Group. Butterworth joined the Board and was appointed Our people are key assets of the business and I would like as Andrew’s replacement to the Chair of the Audit to recognise the commitment of all our employees and Committee. Mike brings considerable experience thank them for their ongoing contribution and support. as a former PLC Finance Director and has held In line with the Corporate Governance Code, the Directors’ various NED roles since 2012.