- 2014 FINANCIAL REPORT « Société anonyme à conseil d’administration » with a capital of €52,973,242 Headquarter: 7, quai de la Paix – 30300 BEAUCAIRE 380 695 213 R.C.S. NIMES Belvédère – 2014 Annual Financial Report Page 1 1. MANAGEMENT REPORT FOR 2014 ..................................................................................... 3 1.1 Activities and events of 2014 .............................................................................................. 3 1.2 Analysis of results and of financial structure at year ended 31 december 2014 ........................ 8 1.3 Latest events and outlooks .............................................................................................. 19 1.4 Risk factors .................................................................................................................... 25 1.5 Description of the group ................................................................................................. 37 1.6 Investment policy ........................................................................................................... 39 1.7 Governance and remuneration ......................................................................................... 41 1.8 Workforce ...................................................................................................................... 52 1.9 Share capital and shareholding structure .......................................................................... 54 1.10 Other information........................................................................................................... 67 2. 2014 CONSOLIDATED STATEMENT .................................................................................. 72 2.1. 2014 Consolidated income statement ................................................................................ 72 2.2 Statutory Auditors’ report on the 2014 consolidated financial statements ............................129 3. ANNUAL ACCOUNT 2014 .................................................................................................... 131 3.1. Annual account 2014 ...................................................................................................... 131 3.2. Statutory Auditors’ report on the 2014 Company financial statements ................................159 4. GOVERNANCE AND INTERNAL CONTROL ................................................................. 161 4.1 Chairman’s report on corporate governance and internal control. ...................................... 161 4.2 Statutory Auditors’ Report on the Chairman’s report on Corporate Governance and Internal Control ....................................................................................................................178 5. SOCIAL AND ENVIRONMENTAL RESPONSIBILITY REPORT .................................. 180 5.1 Information regarding staff and environmental information and social commitments to sustainable development .......................................................................................................180 5.2. Independent third party’s report on the consolidated social and environmental information provided in this Management Report .................................................................................... 202 6. REGULATED AGREEMENTS ............................................................................................ 206 6.1 Description of the regulated agreements ........................................................................ 206 6.2 Statutory Auditors’ special report on regulated agreements .............................................. 208 7. RESOLUTIONS SUBMITTED TO THE GENERAL MEETING ..................................... 214 7.1. The Board of Directors’ report to the General Meeting .....................................................214 7.2. Draft resolutions submitted to the General Meeting .........................................................216 8. STATEMENT BY THE PERSON RESPONSIBLE FOR THIS DOCUMENT ................ 224 Belvédère – 2014 Annual Financial Report Page 2 In this document, « Company » or « BELVEDERE » refer to the company BELVEDERE, and « Group » refers to the Group of companies’ composed of the Company and its subsidiaries. 1. MANAGEMENT REPORT FOR 2014 1.1 Activities and events of 2014 1.1.1 Evolution of Group’s activities in 2014 As a reminder, the Group is an international player in the alcoholic drinks sector: marketing and distributing wines and spirits, primarily in Poland, the United States, and France. The vodka business The production and marketing of vodka is one of the Group’s main business activities. Main products Belvédère – 2014 Annual Financial Report Page 3 Source: Company The Danzka vodka brand was sold on 10 April 2013. Belvédère – 2014 Annual Financial Report Page 4 The Marie Brizard Group’s business The group consisting of Marie Brizard & Roger International (MBRI) and its subsidiaries is focused on production and selling products mainly under William Peel, Marie Brizard, Moncigale and Fruits & Wine brands. Main products Source: Company Belvédère – 2014 Annual Financial Report Page 5 New products or services launched on the market In 2014, new brands, new brand versions and new products were launched within each of the Group’s main business activities. The Fruits & Wine brand continued its expansion in 2014 with the launch of Fruits & Wine Rosé Apricot and Fruits & Wine White Apple, as well as a line of organic products. The brand “Marie Brizard” complemented its range of syrups with the launch of a dozen of new products, including Royal Chocolate, Appel Sour and Cranberry. Finally, the William Peel assortment was extended with the launch of two whisky-based spirits “William Peel Honey” and “William Peel Coffee”. Those products should be growth drivers in 2015 for the brand William Peel. 1.1.2 Main markets events and trends in 2014 In 2014, in an uncertain global economic environment, the global market for wines and spirits continued its growth, notably driven by i) the USA (+ 2.2% in volume for spirits), and ii) spirits and vodka. 2015 should confirm the main trends observed in recent years and in particular the sophistication of aromas and the growth of whisky products. 1.1.3 Main events which occurred during 2014 financial year Payment of the 1st dividend The BELVEDERE Group paid Fréderic Abitbol, the Administrator appointed to oversee the Execution of the Plan, the amounts of the first dividends due on 19 March 2014 for 8 Group companies involved (BELVEDERE, MBRI, Sobieski, Destylarnia Sobieski, Sobieski Trade, Domain Menada, Destylernia Polmos, and Fabryka Wodek). Moncigale’s frozen debts were also subject to a gradual repayment schedule. The 1st dividend paid by Moncigale was paid to Mr Torelli, the Administrator appointed to oversee the Execution of the Plan, on 16 April 2014. Change in governance structure The Appointments Committee, in accordance with the assignment entrusted to it, submitted several applicants for the position of Chief Executive Officer to the Board of Directors. On 27 March 2014, the Board of Directors chose, subject to the approval of its position by the chosen applicant, to: Dissociate the functions of Chairman of the Board of Directors from those of Chief Executive Officer; Extend the term of the mandates of M. Krzysztof Trylinski as member and Chairman of the Board of Directors until the end of its mandate; To appoint M. Jean-Noël Reynaud as Chief Executive Officer of the company. Belvédère – 2014 Annual Financial Report Page 6 On 31 March 2014, the Board of Directors noted the approval of Jean-Noël Reynaud and confirmed its appointment as Chief Executive Officer. It is indicated that it was effective starting 5 May 2014. Besides, during the meeting of the Board of Directors on 28 July 2014, M. Krzystof Trylinski stated that he was submitting his resignation as a member and Chairman of the Board of Directors for personal reasons. In order to ensure an efficient transition period, M. Krzystof Trylinski agreed to hold its positions until the next General Meeting of Shareholders due on 16 September 2014. The Board of Directors noted this resignation and decided to maintain the dissociation of the functions of Chairman of the Board of Directors from those of Chief Executive Officer that was decided in early 2014 to comply with governance best practices. As a result, and following the recommendation of the Nominating Committee, the Board of Directors decided to appoint M. Benoît Hérault as Chairman of the Board of Directors. He began its functions starting 16 September 2014. M. Benoît Hérault had been an independent Director of the Company since the Combined Annual General Meeting held on 30 September 2013. During the General Assembly held on 16 September 2014, Mrs. Rita Maria Zniber was appointed to the position of Director, representing Diana Holding shareholder, now reference shareholder of the Group. Mr. Benoît Ghiot was appointed as an independent Director. The Board of Directors gathered on 24 October 2014, following the recommendations of its Nominations and Remunerations Committee, decided unanimously to co-opt M. Mehdi Bouchaara as a second member of the Board as a representative of Diana Holding and to create a position of Standing Invitee (without right to vote) for M. Serge Heringer as a representative and expert of Diana Holding. M. Mehdi Bouchaara was also appointed member of the Audit Committee for which M. Benoit Ghiot was appointed Chairman replacing M. Benoît Hérault.