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DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOI-LETTES WATER HAIR CARE HEALTH & BEAUTY GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES LIQUORS HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VOD-KA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE ELECTRONICS FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VOD-KA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTP-HONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHO-NE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RA-ZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET FOOD & BEVERAGES SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTP-HONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHO-NE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET PERFUMES & COSMETICS SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTP-HONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHO-NE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA 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CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOITPHONE HAIR CARE HEALTH & BEAUTY GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIP-STICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TA-BLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES LIQUORS HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOI-LETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE ELECTRONICS FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VOD-KA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOI-LETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTP-HONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHO-NE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET FOOD & BEVERAGES SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTP-HONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHO-NE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET PERFUMES & COSMETICS SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET 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BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR


B&S Holding S.àr.l. Annual Report 2016 1

2 B&S Holding S.àr.l. Annual Report 2016

1

3

24

B&S Holding S.àr.l. Annual Report 2016 3

Contents

REPORT OF THE BOARD

AT A GLANCE

REPORT OF THE SUPERVISORY BOARD

Letter of the CEO 12

Corporate profile 16

Financial condition analysed 24

Corporate governance 32

Corporate social responsibility 34

Human resources 42

Risk management and internal control 46

Key figures 4

Calendar of events 6

Letter from the Supervisory Board 60

CONSOLIDATED FINANCIAL STATEMENTS 2016

Consolidated balance sheet 64

Consolidated profit and loss account 66

Consolidated cash flow statement 67

Notes to the consolidated balance sheet and profit and loss account 68

Notes to the individual consolidated balance sheet items 74

Notes to the individual consolidated profit and loss account items 85

Report of the réviseur d’entreprises agréé 89

COMPANY FINANCIAL STATEMENTS 2016

Company balance sheet 92

Company profit and loss account 94

Comprehensive statement of changes in equity 95

Notes to the company balance sheet and profit and loss account 97

Notes to the individual balance sheet items 99

Notes to the individual profit and loss account items 102


KEY FIGURESAt a glance

(in millions of euros unless stated otherwise) 2016 2015 2014 2013 2012

PROFIT AND LOSS ACCOUNT

Turnover 1,433 1,338 1,152 1,002 903

Gross margin 201 180 158 139 140

As a % of turnover 14.0% 13.5% 13.7% 13.8% 15.5%

EBITDA 93 83 65 52 59

As a % of turnover 6.5% 6.2% 5.6% 5.2% 6.6%

EBIT 83 74 54 42 52

As a % of turnover 5.8% 5.5% 4.7% 4.2% 5.7%

Consolidated result 70 64 48 36 41

As a % of turnover 4.9% 4.8% 4.1% 3.6% 4.6%

BALANCE SHEET

Total assets 540 465 412 374 336

Current assets 481 419 362 323 279

Group equity 225 194 156 132 120

RATIOS

Turnover increase 7.1% 16.2% 15.0% 10.9% 9.5%

Result increase 9.3% 35.2% 35.7% (11.4%) 31.8%

Current assets / total assets 89.0% 90.1% 87.8% 86.4% 83.1%

Solvency 41.6% 41.8% 37.9% 35.4% 35.6%

Return on equity 31.4% 36.7% 33.0% 26.4% 38.6%

The 2016 financial data reflects the full years’ combined

financial information of B&S Holding S.àr.l. and Topbrands

Europe BV. Effective control over Topbrands Europe BV is

obtained from August 1, 2016. As such the financial

information presented above differ from those in the

Annual Accounts.

4 B&S Holding S.àr.l. Annual Report 2016 At a glance

At a glance B&S Holding S.àr.l. Annual Report 2016 5

2016

2012

2013

2014

2015

1,433

903

1,002

1,152

1,338

2016

2012

2013

2014

2015

201

140

139

158

180

2016

2012

2013

2014

2015

93

59

52

65

83

2016

2012

2013

2014

2015

70

41

36

48

64

2016

2012

2013

2014

2015

225

120

132

156

194

TURNOVER DEVELOPMENT(in millions of euros)

GROSS MARGIN DEVELOPMENT(in millions of euros)

EBITDA(in millions of euros)

CONSOLIDATED RESULT(in millions of euros)

GROUP EQUITY(in millions of euros)

€ 1,433million

7.1%2015: € 1,338 million

€ 201million

16.7%2015: € 180 million

€ 93million

12.0%2015: € 83 million

€ 70million

9.4%2015: € 64 million

€ 225million

1.6%2015: € 194 million


FEBRUARYExtension at Arlanda Airport

Capi Stockholm opens its fourth

location at Arlanda Airport.

The new shop enables Capi to

cover the full flow in Terminal 5.

First to sell Apple releases [2]

Capi’s strong connections to

Apple distributors means the

company is the first to sell

newly-released, must-have items

such as the iPad Pro.

B&S exhibits at Gulfood Dubai

[1]

The show has a well-deserved

reputation for uncovering new

business opportunities in the

Middle East, Africa and South-

Asia. B&S is prominently present

at this show.

Ensure full compliance

The Group launched an

enhanced set of procedures and

forms to ascertain compliance

with legislation and good

business practice.

MARCHSchiphol awards Capi with the

Guest Friendliness Awards

Airside 2015 [3]

The award was given for

outstanding staff performance in

Lounge 2 during the extensive

renovation works.

B&S wins contract to supply

Holland America Group (HAG)

The strategic partnership

increases our global presence

supplying cruise vessels all over

the world. Joining forces

allowed both companies to

benefit from the logistic and

A-brand supplier synergies,

enabling a year-round, ongoing

business.

APRILB&S exhibits at MHA Orlando

We participate in the Marine

Hotel Association (MHA) trade

fair in Orlando, USA to meet

representatives and decision

makers of major cruise lines.

Expanding Autostore [4]

In 2014 HTG was one of the first

companies in Europe to

implement a fully integrated

AutoStore system. In 2016 we

expanded the system and intro-

duced further internal and

external integration of IT and

logistics data and software,

enabling us to offer a full

logistics distribution solution

platform.

MAYCapi exhibits at TFWA

Singapore

Capi introduces a brand new

stand, where we demonstrate

the latest innovations from the

Capi portfolio to visitors.

JUNEBose product launch

Bose’s leading noise-cancelling

QuietComfort 35 headphones

are already available in Capi

stores, one week before they

become available in downtown

retail outlets.

Expanding in Cruise retail

Following our ambition to

achieve a more prominent role

within the travel retail market,

B&S opens five stores on board

the newest vessel of the

Thomson Cruises family:

TUI Discovery l.

JULYExpanding Dordrecht premises

The first phase has been

finalized, which includes the

demolition of the building on

the land next to the current B&S

Logistics Center, where our

extended warehouse will be

developed.

AUGUST Opening B&S Elements

restaurants [5]

We open two restaurants for UN

peacekeeping staff at MINUSMA

HQ in Bamako. To support the

local community, a ‘local first’

policy is introduced in all stores

and restaurants to create

numerous jobs for local

members of the community.

CALENDAR OF EVENTSAt a glance

1

3

2

5

4


6 7 8

10

9



AUGUST Acquisition Topbrands

We acquire Topbrands Europe

B.V., which is active in the sale

and distribution of cosmetics,

toiletries and household

cleaning products. The acqui-

sition is expected to achieve

further growth through signif-

icant synergy benefits.

SEPTEMBERInvesting in product

information

To provide up-to-date and

reliable product information,

we invest heavily in selecting a

future-proof product infor-

mation system that provides the

entire chain – from producer to

end consumer – with the best

possible service.

OCTOBERCapi exhibits at TFWA Cannes

[10]

The smart stand includes the

latest retail developments and

innovations that highlight Capi’s

retail experience and solutions.

B&S exhibits at SIAL Paris

The new stand design empha-

sizes the benefits of being a

one-stop shop supplier with

more than 40,000 available

products.

Second phase BiT

Following our goal of becoming

a digital supply chain leader,

we continue to enhance our

corporate IT programme,

replacing the complex back

office IT legacy systems with the

BiT ERP platform for the Group.

HTG exhibits at NEC and IAW

[7]

We exhibit at NEC Birmingham

and IAW Cologne, using a new

stand design that showcases the

company’s brand identity and

product portfolio presentation.

NOVEMBERExclusive Beat by Dr. Dre store

opening [6]

Capi opens the first Beats by

Dr. Dre pop-up store in Lounge 1

at Amsterdam Airport Schiphol,

launching the new wireless

Beats product line at Capi.

Strengthening partnership with

Thomson Cruises [9]

We strengthen our unique

partnership with Thomson

Cruises by winning the supplier

award for individual contribution.

The award was given to B&S for

delivering revenue above target

through innovation and new

product selections, challenging

current performance and driving

new ideas and incentives.

DECEMBERTwo new stores at Bremen

Airport [8]

Opening at Bremen Airport

represents an important part of

our retail development strategy.

The close partnership with

airport management resulted in

B&S acting as a valuable sparring

partner, ensuring that the new

shop concepts were integrated

seamlessly within the airport

environment.

Prolonging NATO retail

concession

The concession includes the

operation of two stores at NATO

Head Quarters JFC Brunssum

and Cisbn Eibergen and an

online store, B&S Central Portal.

Contributing towards the

education of the community

We maintain close relationships

with universities, including

Hanze University. In 2016,

commitments are made to

jointly develop and create

academic publications in the

area of international business

and integration in the master’s

program.

DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAM-POO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT 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SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WA-TER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA 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DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET 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1B&S Holding S.àr.l. Annual Report 2016 11

REPORT OF THE BOARD

Letter of the CEO 12

Corporate profile 16

Financial condition analysed 24

Corporate governance 32

Corporate social responsibility 34

Human resources 42

Risk management and internal control 46

12 B&S Holding S.àr.l. Annual Report 2016 Report of the Board

LETTER OF THE CEOReport of the Board

Dear fellow stakeholders,

As stated in last year’s Annual

Report the results the organi-

sation delivered in 2015 was

ahead of what we expected at

the beginning of that year.

We carried that positive feeling

with confidence into the year

2016 and looking at the financial

performance we realized the

organization delivered a top

growth and a corresponding

result. That result by itself is

attributable to a team of

dedicated directors at all our

companies, who are without a

single exception, committed to

deliver the success.

Yet 2016 was also a year marked

by a series of notable macroeco-

nomic events having an impact

on the growth we were

expecting at the beginning of

the year. Both Brexit and the

US election outcome led to

further negative currency effects

directly impacting our results.

Furthermore continuing low oil

prices put pressure on some of

the oil-exporting developing

countries in which we do

business. However, the pace in

which the UK Pound Sterling

depreciated against the Euro and

the simultaneously appreciating

US Dollar against the Euro had a

noticeable impact on our

growth and on our results.

Our ability to both cope with

and absorb these type of macro-

economic volatility is the result

of our focus on diversifying our

markets, the focusing of our

businesses on the quality rather

than the quantity of our earnings

and lastly our active prudent

currency management.

For 2016, the Group delivered

a turnover of € 1,433 million

(including full year of Topbrands

Europe), € 95 million ahead of

last year’s € 1,338 million.

During an investment rich year,

the financial performance of

2016 enabled us to retain a

strong solvency of 41.6%.

That solid base remains the

foundation for our ability to

responsibly invest in a

sustainable future.

The market conditions in Asia

and especially China, almost

changing overnight, and the

currency market developments

described above, forced us to

refocus part of our business

approach. That transition,

was completed by the turn of

the year into 2017.

Sustainably growing our business

The world around us is changing

rapidly. I am absolutely confident

that my team of directors is well

positioned to take on that

challenge. In 2016 we continued

to invest heavily in the future of

our company by taking key

decisions which will enable us to

sustainably grow our business.

We truly believe sustainability is

of great importance to the

Company to increase long-term

success. We accomplish this by

stimulating awareness

throughout the Company of

economic enhancement,

environmental responsibility and

social engagement. By doing so

it is automatically incorporated

in all our business investments.

Economic enhancement

Following a number of

regulatory changes in 2016,

we critically reviewed our

business portfolio. We focused

on developing the quality rather

than the quantity of our

earnings. That focus involved

cutting parts of the business that

made a marginal contribution to

our bottom line result.

Our clients expect and demand

that we adhere to the most

extensive and continuously

stricter compliance standards.

In 2016 we introduced stricter

customer and supplier

acceptance procedures, and set

quality standards that suppliers

and customers need to comply

with. Implementing these proce-

dures enables us to ensure that

compliance is safeguarded

along our entire supply chain,

benefiting our customers,

suppliers, the company and our

staff.

Quality of sales, a balanced growth and a sustainable profitable future

‘I am absolutely confident that my team of directors is well positioned to take on that challenge.’

Report of the Board B&S Holding S.àr.l. Annual Report 2016 13

Environmental responsibility

We continuously strive to reduce

and mitigate negative effects

from our activities while

ensuring health and safety for

our own people.

In 2016, we made the decision

to invest in an ultramodern

warehouse, that will be

constructed by our landlord next

to our current warehouse in

Dordrecht. Keeping in mind our

environmental responsibility,

the new high-tech warehouse

will be equipped with the most

up-to-date and efficient storage

systems, integrated with the

newest climate controlling

technology, robot storage

systems and warehouse

automation which will even

further empower our environ-

mental performance.

Social engagement

The Company strongly believes

we have a responsibility in giving

back to communities we work in

to build a lasting social value.

We strive to involve ourselves in

social initiatives which are

meaningful to our business by

improving people’s lives through

community and societal partici-

pation. In 2016 we have inten-

sified our initiatives with local

employment departments to

establish programs to train and

hire people with a distance to

the labour market.

Our employees’ performance,

well-being and knowledge have

a significant impact on our

company’s success.

The Company considers

education to be an important

factor for personal development.

We continue to develop our

management team by focusing

on our internal talent,

and believe that the growth of

the company means there is

enough potential for everyone

within the company to follow

their own career path. In 2016

we have expanded our intensive

training programmes

throughout the Company based

on which we offer talented

graduates to follow a range of

education courses during their

career, including management

studies, logistics training,

and language coaching.

A strong acquisition

The company’s growth strategy

is based on a combination of

organic growth and growth

through acquisitions. After

careful due diligence processes

carried out by both internal and

external experts and long and

intense discussion with share-

holders and management of

Topbrands we welcomed

Topbrands Europe BV as a new

member to B&S International.

With its robust position in the

personal care, toiletries and

household cleaning market,

Topbrands will enable us to

focus even more on these

product fields. In a way,

the addition of Topbrands is

strengthening the B&S position

throughout the entire supply

chain within these markets in

which we were already

operating. The company has a

young, dynamic, and passionate

management team and their

can-do mentality is a perfect

cultural fit with B&S. We strongly

believe in the growth and

synergy potential of this strategic

acquisition.

Innovation to keep up the pace and remain future proof

The Company continued to

enhance our corporate IT

program. In order to be able to

maintain our competitive edge

and to stay future proof we are

completely replacing one of the

pillars the company’s foundation

is built on. We are implementing

J.B. Meulman,

CEO


expand our activities in the

airport retail segment,

and Capi-Lux will play a pivotal

role in helping us to achieve

those ambitions. Our focus will

be on developing an interesting

retail environment for airport

shoppers, characterized by a

varying product mix and stores

that appeal to a broad range of

customers.

Strategic priorities and outlook for 2017

We are looking ahead to the

2017 challenges, convinced that

the investments in developing

new business models, in our

supplier and customer relations,

in our people, in our infra-

structure, and in our information

technology, will enable us to

realize a solid healthy growth.

The integration and corporation

of both newly acquired and

existing companies within our

group to gain full synergy

potential is one of the priorities

for 2017. We will target at new

acquisitions if we can identify

good synergy opportunities,

and if we can identify a clear

benefit to our value chain.

We believe that the continued

investing in the company and in

our employees will proof itself

again as being one of the key

drivers of our success.

We are committed to guide the

company in that growth

process.

With personal regards,

Bert Meulman.

B&S Dordrecht

Our dedicated retail team

invested considerable time and

effort in the development of our

retail propositions, and with

track record of our retail activ-

ities, we have been able to sign

several new and renewed

contracts in the cruise, military

and airport retail industry.

In 2016, our continued focus on

developing the depth and quality

of our services and compliance

structure helped the division to

secure both existing as well as

new business. Based on our

changing wholesale business

model we are able to provide

significant added value for both

our customers and suppliers.

B&S Holland Trading Group

In 2016 B&S HTG concentrated

on increasing the quality of its

earnings, which involved

re-arranging parts of the

business. We invested heavily in

the division, introducing one of

the most up-to-date warehouses

in Europe, and rolling out

web-based back office

platforms. This will enable B&S

HTG to continue to lead from

the front in its distribution of

perfumes and cosmetics to our

broad customer base.

Royal Capi-Lux

Our Royal Capi-Lux division had

a solid year, continuing to

develop its retail propositions,

particularly in the electronics

retail market. Capi-Lux is highly

appreciated by both the airports

in which it operates retail outlets

and our clients. We aim to

a fully customized ERP system

which we are rolling out

throughout 2017 and 2018.

This new platform will be the

foundation of our wholesale-of-

the-future program. We believe

that within the near future all

parties within the entire supply

chain will be smart connected,

enabling customized and just in

time delivery. Being able to

transform available big data to

information will set the empty

canvas of an entire range of new

possibilities like demand

predicted purchases and next

level product availability.

Secondly the continued invest-

ments in our state of the art

product information

management system enables us

to maintain the highest level of

product compliance needed.

Furthermore our projected

growth, corresponding

increasing volumes combined

with our highest quality

standards set the need for the

most efficient logistics infra-

structure possible. For this

reason we have decided to

expand our robotized

warehouses. After expanding

our autostore robotized

warehouse at our B&S Holland

Trading Group division in 2016,

we will be introducing the

autostore robotized warehouse

solutions to our other divisions

as well. The will enable us to

keep up with the increasing sales

volumes at the same high speed

and B&S quality and service

standards our customers are

used to.

Report of the Board

GROWTH

‘We believe that the continued investing in the company and in our employees will proof itself again as being one of the key drivers of our success.’


GROWTH

Our ambition is to excel in the markets in which we operate, which is why

we are always on the look out for acquisitions that complement our core

business and fit with our internal culture. In 2016 we found just such a

company: Topbrands. With a strong position in the shampoos and

deodorants market, Topbrands is an excellent new addition to the B&S Inter-

national family. Running the company as an independent unit within the

Group will enable us to focus even more on the field of personal care

products, adding to our already strong customer offerings.

Invest in

A strong acquisition: Topbrands


CORPORATE PROFILE

B&S Holding S.àr.l. (B&S) is a

globally-operating company

that focuses on the wholesale,

distribution and retail of luxury

and fast-moving consumer

products, such as liquors, food

and beverages, perfumes,

cosmetics and toiletries,

confectionary and electronics.

Our approach revolves around

the needs of our clients.

We provide best–in-class-

service at every level of the

Company and use our

knowledge and experience to

develop practical solutions to

clients’ day-to-day challenges.

Our area of expertise encom-

passes the entire supply chain.

We act as a trustworthy

partner, taking over our clients’

tasks for them and working

actively with them to achieve

their ambitions. But no matter

which service we’re providing

our goal has remained

unchanged throughout the 140

years we have been doing

business: to provide clients

with reliable, long-term

solutions, while continuing to

expand both their business and

our own.

Enterprising, resourceful and personal

At B&S these values are all

closely connected. That comes

as no surprise. We are a cohesive

group of people who share the

same defining qualities and the

same powerful ambitions. It’s

the people who are the

backbone and driving force of

our organisation. They are

generous with their talents and

their energy. In return B&S offers

them almost unlimited scope for

personal growth and devel-

opment.

Advance, expand and develop

Our long-term ambition is to

achieve sustainable devel-

opment through a combination

of organic growth and strategic

acquisitions. With 4 divisions and

over 1,200 employees working

on behalf of over 10,000 clients

we move over 40,000 different

products in 100 countries all

over the world. Market diversifi-

cation makes our company

more resistant to economic

changes. That’s B&S; rooted in

solid ground, yet always on the

lookout for unexplored horizons.

Vision, inspiration and innovation

In a constantly-changing world

we set new standards for doing

business. By merging wholesale

and retail the Company keeps

adapting the distribution

channel to meet challenges and

seize opportunities. Our ability

to adapt smartly and innovatively

has enabled us to evolve from

being a distributor to being an

integral part of the distribution

channel. We do not procras-

tinate; the pace of change is our

pace. Based on our long history

of experience and expertise and

with full awareness of our role in

society we are shaping and

determining our future.

Report of the Board

The story of our people and their power


sional characteristics to the job

as well as to the Company.

Additional factors are an

employee’s potential for devel-

opment and ambition to get the

job done. The Company will

continue to invest in developing

this potential.

Flexible

The Company is a

responsive organisation with

client-driven flexibility.

Its employees are used to

dealing creatively and effectively

with unusual problems,

challenges or unanticipated

opportunities and always put the

client first. A 9 to 5 mentality is

not seen within the Company.

The Group offers its clients full

support with, as a result, great

added-value.

Ambitious

‘We continuously strive for

solid growth.’ The Company

attracts bright, entrepreneurial

people who enjoy the

challenging environment of the

global marketplace and know

when and how to take

advantage of an opportunity.

As a learning organisation the

Company offers the scope for

professional and personal career

development up to the point of

being a true co-entrepreneur.

Significantly, this allows B&S to

keep up with the steadily

increasing scale of markets and

clients. In this respect the

Company’s employees really do

make the difference.

The DNA of B&S

Reliable

Clients always receive a

consistently high level of quality

and service that meets their

expectations. This reliability has

enabled B&S to build long-term

strategic relationships with its

clients. B&S’s business integrity

and transparency further

support the Company’s

reputation as a trusted and

preferred partner. A trust upheld

by our employees.

Successful

B&S is successful when it

comes to servicing its clients’

needs. It has a long and proven

track record in innovative

supply-chain management,

wholesale activities and trading.

The Group is the result of

expanding a core of historically-

developed companies through a

successful series of acquisitions

and mergers initiated to ensure it

remains at the forefront of the

competitive global marketplace.

The Group operates successfully

as a trading company and

‘super-wholesaler’ using its large

client base to negotiate volume

agreements with a variety of

suppliers. This provides great

added-value to its clients.

The Company’s success is also

built on a strong and healthy

financial foundation.

Professional

The Company is a highly

professional organisation with

equally high human resources

standards. Every single

prospective employee is offered

a position solely because it is

expected that he or she will

bring a unique set of profes-

This DNA is a set of characteristics that describes the Company’s identity as being reliable, successful,

professional, unique, flexible, efficient, ambitious and personal

Unique

B&S is unique: in its

concept, its scope and its

product-market-combinations.

Its strategy of business diversifi-

cation has made it less sensitive

to economic changes. The size

of the combined business

volume of the Group’s divisions

and underlying business units

create a strong purchasing

power and results in excellent

market prices. This gives the

Group competitive strength.

A continuing commitment to

quality and competence has

ensured the Group’s current

prominence.

Efficient

‘Get it right the first time’ is

the Company’s credo and,

to achieve this, a goal-oriented

approach is taken. Together with

efficiency awareness this is a key

factor in the minds of the

Company’s employees.

Top-level service is coupled with

constant business process

innovation and supported by

state-of-the-art technology.

Personal

The Company cares about

personal relationships.

They require trust, transparency

and understanding to work.

Our employees build successful

long-term partnerships with

clients and suppliers based on

these values and with two clear

goals in mind: to contribute

towards the expansion of the

business and to take care of the

tasks that are not part of the

client’s core operations.

RELIABLE

SUCCESSFUL

PROFESSIONAL

UNIQUE

FLEXIBLE

EFFICIENT

AMBITIOUS

PERSONAL


Report of the Board

B&S Holland Trading

Group Division

The B&S Holland Trading

Group division (HTG) has

been in operation since

1974 and is based in

Delfzijl, the Netherlands.

The acquisition of

Topbrands Europe

(Topbrands) in 2016 has

further strengthened the

HTG Health & Beauty

segment. Today the

division comprises three

business units that

together are considered

one of the largest and

most diversified wholesale

and trading companies in

the A-brand luxury

products market.

▪▪ HTG Liquors▪▪ HTG Perfumes &

Cosmetics▪▪ HTG Health & Beauty

B&S World Supply

Division

This division is based in

Dubai, United Arab

Emirates and focuses on

the sale and distribution of

fast-moving consumer

goods, mainly food and

beverages, in a wide range

of niche markets.

B&S Division

The B&S division (B&S) is

based in Dordrecht,

the Netherlands and

comprises several business

units that focus on the sale

and distribution of fast-

moving consumer goods,

mainly food and

beverages, in a wide range

of niche markets all over

the world. The retail

business at airports,

on cruise vessels and

within UN missions is also

supported from Dordrecht.

B&S’ history can be traced

back over 140 years.

The B&S division is divided

into four separate

segments, as follows:

▪▪ B&S Bosman Global▪▪ B&S Köpcke Global▪▪ B&S Global Cruise Supply▪▪ B&S Paul Global

Royal Capi Lux Division

Royal Capi-Lux Holding

(Royal Capi-Lux) is a large

airport retail company

established in 1894 and

headquartered in

Hoofddorp, the Nether-

lands. Royal Capi-Lux has

shops offering a portfolio

of electronics aimed at the

demanding traveller at

airports in the Netherlands,

Germany, Denmark,

Norway, Sweden and

South Africa (Capi Retail).

Royal Capi-Lux has over 55

years of experience in

airport retailing,

both airside and landside,

and welcomes more than

18 million visitors to its

shops every year. Royal

Capi-Lux has capitalised on

its knowledge of and

expertise in the airport

retail business by setting up

a successful organisation

that supplies a range of

products to other airport

retailers (Capi Global).

Group structure

The main participation of B&S Holding S.àr.l. is in the Dutch sub-holding company B&S International B.V., which is structured into three divisions each comprising various business segments. All the divisions are based in the Netherlands. In this Annual Report the entire Group, including the divisions and the under-lying business segments as described here, is also referred to as “the Group’.


Electronics

The electronics assortment has

been specially selected for the

travel retail market. Cameras,

smartphones, tablets,

headphones and travel acces-

sories are just some examples

from the total range. The best

and most inspiring A-brands are

available. The Royal Capi-Lux

division has also developed its

own stylish traveller’s brand,

‘MiTone’.

Liquors

This includes all alcoholic

beverages such as rum, vodka

and whisky of many different

brands as well as all cigarettes

and cigars. Wine and beer are

not included in this product

group, they are included in the

Food & Beverages product

category.

B&S Holdings assortment includes more than 40,000 different products, which can be classified into the following product groups.

Perfumes & Cosmetics

This product group includes all

perfumes and eau de toilettes

from the best perfume houses in

the world as well as all kinds of

cosmetics, such as eye shadow,

lipstick and professional make

up. The HTG division has

developed various perfume

brands linked with trendy TV

programmes or series, such as

‘The Voice’.

Health & Beauty

This group comprises personal

care products not included in

the ‘Perfumes & Cosmetics’

category: from shampoos to

razors, and from shower gels to

skin care products, as well as

professional hair care products

and all well-known brands of

toiletries. With the acquisition of

Topbrands we are now also

offering a wide range of private

label products in this product

group.

Food & Beverages

In this product category the

Group offers clients all sorts of

food products including meat,

fish, dairy products and all kinds

of groceries from all over the

world. Every product is available

in different sizes and brands.

Clients can choose between

A-brands, secondary brands or

even B&S’ own private label,

‘GoodBurry’. Beverages include

water, juices, soft drinks, wines

and beer.

Product groups


Mission

B&S wishes to be the preferred

partner of clients operating in all

the niche markets around the

globe in which there is a need for

consumer goods to be delivered

at the right place at the right time..

Vision

B&S aspires to be the most

inspiring company in the markets

it serves by offering its clients

pioneering and innovative

solutions and, by so doing, to be

the market leader in the consumer

goods wholesale industry and

duty-free retail markets.

Strategy

The Company’s strategy is based

on adding value for both its clients

and its suppliers by making their

interests converge. We deliver a

wide assortment of goods to our

clients in markets in which our

suppliers are unable to deliver.

These niche markets are often

remote and difficult to reach,

which means clients’ demands

cannot easily be met. By balancing

the needs of both parties we add

value to the chain.

Report of the Board

Mission, Vision and Strategy

SUPPLIERS CLIENTS

B&S Holdingconnects, simplifies and optimises

the supply chainAddedvalue

Addedvalue


Growth is the lifeblood of B&S

and the basis of its strategy.

We firmly believe that growth is

based on innovation and quality

and fuelled by entering into new

markets and by continuously

making use of new business

opportunities. Growth certainly

leads the Company further and

energizes the organisation.

The growth strategy is based on:▪▪ Organic growth combined

with growth through acquisi-

tions▪▪ Innovation

▪▪ Quality ▪▪ Diversification▪▪ Profitability▪▪ Sustainability

BALANCED GROWTH – THREE PILLAR STRATEGYInnovation and quality

Cost leadership

▪▪ Economies of scale▪▪ Increased efficiency▪▪ Innovative logistics concepts▪▪ Smart ICT solutions▪▪ Synergies between business

units

Client centricity

▪▪ Highest client service level▪▪ Anticipating clients’ needs▪▪ Tailor-made solutions▪▪ A flexible client approach▪▪ Long-term partnerships▪▪ Mutual trust

Diversification

▪▪ Different markets▪▪ Different geographical

regions▪▪ Different product groups▪▪ Clients in different sectors

B&S aims to sustain its

outstanding competitive and

leading position in its markets.

The Group strives continuously

for further improvements in

efficiency and economies of

scale in order to lower

corporate expenditure in

relation to turnover.

This is being achieved through

bulk purchasing, investments in

ultra-modern and innovative

logistic concepts and ICT

solutions, and synergy advan-

tages achieved through active

cooperation between the

Group’s business units.

Excellent added-value and

service during and between

business activities make B&S a

unique business partner.

Added-value creates a bond

between clients and suppliers

and results in long-term

relationships built on expertise

and involvement.

Sales activities are always

combined with a total service

that includes client support,

customs handling and trans-

portation. The Company

strives for partnerships and

long-term relationships with its

clients. The organisational

model is designed to be as

flexible, efficient and

responsive as possible.

B&S supplies and sources

products at a global level in

different niche markets.

This means the Company is

active in diverse markets,

product categories and regions

and also has a wide client

portfolio.

One of B&S’s strengths is its

expertise in accessing remote

areas and markets at an early

stage.

This enables our suppliers to

launch products in these

markets, which is considered

to be a strong competitive

advantage.

Balanced growth


Quantitative objectives

In terms of turnover growth the

long-term guidance is an average

growth between 10% and 15% per

year. The growth is to be achieved

partly organically and partly via

complementary acquisitions.

The long-term target for EBITDA is

5% of turnover.

To optimise balance sheet ratios

the Company pursues a vigilant

strategy in respect of the use of its

working capital, the objective

being that the sum of current

assets always at least exceeds the

sum of short-term liabilities.

The Company is also committed

to further improving its financial

position with the aim of achieving

a debt position that is less than 2.5

times EBITDA.

Maintaining solvency at a level of

at least 25% of total assets is a

priority within the Company. This

is also applicable when total assets

increase as an effect of the growth

of the Company’s activities and

the occasional take-over of assets

from acquisitions.

The objective is to continue to

create shareholder value. As long

as its performance is in-line with

the above objectives the Company

generally allows for annual

transfers from its reserves in the

range of around 40% of the annual

net results.

The Company pursues a prudent

financing policy, whereby

financing arrangements are

divided over different financial

institutions. The use of credit facil-

ities is (conservatively) linked to set

ratio’s that are comfortably within

the bandwidth of covenants and

financing criteria of the financing

institutions.

Report of the Board

ACHIEVEMENTS IN 2016 VERSUS STRATEGIC OBJECTIVES

Long-term

objective

Average growth past

5 years

Average gross margin

in % of turnover

Working capital

(Current assets: short-term liabilities)

Solvency

10%-15% 12% > 1 > 25%

Achievements 2016

14.8% 14.0% 1.67 41.6%

Core objectives

W.A. Blijdorp (64)

Founder of what is known today as the B&S group of companies. Member of the Supervisory Board

since 2004.

P.N.S. Luttjehuizen (71)

After retiring from the Board of Directors of the Dutch Investment Bank (NIB), he joined the Supervisory Board

of B&S in 2002.


Directors and Supervisors

Supervisory Board

Board

LEGAL ADVISORS Boonk Van Leeuwen Advocaten N.V.

J.J. Schelling

CUSTOMS ADVISORS Customs Knowledge B.V.

B.J.B. Boersma

GROUP AUDITORSDeloitte Audit S.àr.l.

E.R. Termaten

TAX ADVISORSLoyens & Loeff N.V.

R.P.C. Cornelisse

Mr. J.B. Meulman (50)

Started his career at Kamstra Shipstores. Three years later becoming partner in the company. After becoming

Managing Director of the group of companies, known today as Holland Trading Group, he was appointed as

CEO of the B&S group of companies in 2004.

Mr. G. van Laar (62)

After being advisor to B&S for a number of years, he was appointed CFO in 2009. He has built a long

standing experience in various senior finance position in the industry at large. He is member of the Dutch

Institute of Chartered Accountants.

Mr. B. Schreuders (63)

After starting his career with Citco Bank & Trust, he held senior positions with a number of banks.

Before joining B&S in 2012, he was CEO of Fortis Intertrust in Geneva (CH).

Mr. J. Rotteveel (64)

Previously Managing Director of a Luxembourg based asset management firm. He joined B&S in 2016.


Financial performance 2016

Turnover for the year 2016

including the full year 2016 for

Topbrands Europe BV (acquired

in 2016) amounted to € 1,433

million (2015: € 1,339 million).

Turnover in 2016 including

Topbrands as of the date of

effective control amounts to

€ 1,339 million.

In the year under review the

gross margin ended at € 186

million (2015: € 180 million),

the result of the focus on

improving the gross margin.

The increase in operating

expenses is almost completely

attributable to the acquisition of

Topbrands.

Control over operating expenses

plus the higher margin resulted

in an EBITDA of € 86 million in

2016 (2015: € 83 million). EBITDA

as a percentage of turnover

increased from 6.2% in 2015 to

6.4% in 2016. The Group’s

consolidated result after tax in

2016 amounted to € 66 million –

an € 2 million improvement

compared to 2015. This result

represents 4.9% of turnover

(2015: 4.8%).

Long-term Group development

The Group’s long-term growth

development has remained

robust. The average growth rate

over the past ten years now

stands at 14.8% (2015: 13.2%),

which is in line with the Group’s

core objectives (including the

full year 2016 for Topbrands).

FINANCIAL CONDITION ANALYSEDReport of the Board

In 2016 a sharp focus on qualitative earnings – the absolute basis for sustainable growth – enabled B&S Holding to increase its gross margin to 14.0% (2015: 13.5%).

Gert van Laar,

CFO

TURNOVER GROWTH(in millions of euros)

2007624

20161,433

2008650

2009573

2010677

2011825

2012903

20131,002

20141,152

20151,338


The B&S division’s overall sales

remained stable at around € 400

million. A slightly lower turnover

in the classic business segments

was offset by higher sales in the

cruise segment.

Royal Capi-Lux ended the year

with a turnover of € 92 million,

an increase of € 4 million

compared to 2015, the effect of

the succesfull strategy to open

more shops on airports.

Turnover segmentation

Segmentation by division

The Group’s activities are spread

across: B&S Holland Trading

Group, B&S, Royal Capi-Lux and

B&S World Supply.

The combined performance

(excluding eliminations) over the

past years is shown in the graph.

The financial data in this

paragraph includes the acqui-

sition of Topbrands as of the

date that effective control was

obtained (see the Notes to the

financial statements).

The turnover spread across the

divisions in 2016 and 2015 was

as follows:


focused in 2016 on improving its

gross margin. In 2016 the

division’s gross margin rose from

8.9% to 10.1%. In absolute terms

the gross margin rose from

€ 74 million to € 82 million.

The turnover slightly decreased

by 1.6% to € 817 million (2015:

€ 830 million).

SEGMENTATION BY DIVISION(In millions of euros)

2016 2015 Δ Δ%

B&S Holland Trading Group 817 830 (13) (1.6%)

B&S 399 400 (1) (0.3%)

Royal Capi-Lux 92 88 4 4.5%

B&S World Supply 62 42 20 47.6%

B&S World Supply ended the

year with a turnover of € 62

million, an increase of € 20

million compared to 2015.

The increase in turnover is

mainly the effect of new

contracts in the product group

‘Food & Beverages’.

SEGMENTATION BY PRODUCT GROUP(In millions of euros)

2016 2015 Δ Δ%

Liquors 511 558 (47) (8.4%)

Perfumes & Cosmetics 332 395 (63) (15.9%)

Food & Beverages 221 207 14 6.8%

Electronics 92 88 4 4.5%

Health & Beauty 144 64 80 125.0%

Other 39 26 13

1,339 1,338 1 0.1%

TURNOVER SEGMENTATION BY DIVISION(in millions of euros)

World Supply

CAPI

B&S

HTG

2012

2013

2014

2015

817

536

563

660

830

2016 399

339

336

351

42

84 30

78 75

92 62

400 88 42

HTG B&S Royal Capi-Lux B&S World Supply


Divisional performance

The Group’s performance is

spread over the divisions with

the following key figures and

notes. The financial data in this

paragraph includes the acqui-

sition of Topbrands as of the

date that effective control was

obtained (see the Notes to the

financial statements).


The management focus was on

improving margin rather than on

increasing turnover. As a result

of this focus, the gross margin

increased by € 8 million to € 82

million (2015: € 74 million). Gross

margin as a percentage of

turnover rose from 8.9% in 2015

to 10.0% in 2016, a major

achievement in this market

segment.

Operating expenses remained

under strict control and

amounted to € 47 million in

2016 compared to € 44 million

Together the product groups

Liquors and Perfumes &

Cosmetics represented 63% of

the Group’s turnover in 2016

(2015: 73%). The turnover of the

Liquors product group

decreased by € 47 million

compared to 2015.

The decreased turnover in the

Perfumes & Cosmetics product

group (€ 69 million) was the

result of the focus on increasing

the gross margin.

As a result of the acquisition of

Topbrands, the turnover of the

product group Health & Beauty

product group increased to

€ 144 million – 11% of the

Group’s turnover.

In 2016 the turnover growth was

mostly achieved in the European

market. Compared to 2015,

the turnover increased by 8.5%

to € 764 million in 2016.

The turnover growth in the rest

of the world was spread over a

number of countries.

The non-EU region generated

43% of total turnover in 2016

(2015: 48%).

Report of the Board

SEGMENTATION BY REGION(In millions of euros)

2016 2015 Δ Δ%

The Netherlands 291 242 49 20.2%

Rest of Europe 473 462 11 2.4%

Rest of the world 575 634 (59) (9.3%)

1,339 1,338 1 0.1%

B&S HOLLAND TRADING GROUP DIVISION(In millions of euros)

2016 2015 Δ Δ%

Turnover 817 830 (13) (1.6%)

Gross margin 82 74 8 10.8%

As a % of turnover 10.0% 8.9%

EBITDA 39 32 7 21.9%


Total assets 306 232 74 31.9%

Solvency 38.3% 31.6% 6.7%

in 2015. The increase is the

effect of the acquisition of

Topbrands in 2016. In relation to

turnover, operating expenses

(excluding depreciation and

amortization) remained stable at

5.3% (2015: 5.1%).

Net result rose by € 4 million

to € 19 million in 2016 (2015:

€ 15 million).

Royal Capi-Lux

The increase in turnover is the

effect of the succesfull strategy

to open more shops on airports.

In 2016 Royal Capi-Lux

increased its gross margin as a

percentage of turnover to 26.1%

(2015: 22.7%). In 2016 gross

margin increased by € 4 million

to € 24 million (2015: € 20

million). Operating expenses

increased slightly by € 1 million

to € 16 million in 2016 (2015:

€ 15 million). Operating

expenses amounted to 17.2% of

turnover in 2016 (2015: 17.5%).


The increased turnover as well

as control over costs resulted in

an improved EBITDA of

€ 9 million in 2016 (2015:

€ 7 million). EBITDA was 9.8%

of turnover in 2016 versus 8.0%

in 2015.

The net result ended at € 6

million in 2016, an increase of

€ 2 million compared to last year

(2015: € 4 million).

The B&S division ended 2016

with a turnover of € 399 million

in 2016 (2015: € 400 million).

Business volumes and profita-

bility varied per business unit.

Gross margin as a percentage of

turnover as a result of tempo-

rarily changing market condi-

tions decreased from 15.8% in

2015 to 14.5% in 2016.

The operating expenses

amounted to € 38 million in

2016, an increase of € 2 million

compared to 2015 (€ 36 million).

In relation to turnover, operating

expenses (excluding depreci-

ation and amortization)

increased slightly to 9.5% in 2016

(2015: 8.9%).

EBITDA decreased from € 28

million in 2015 to € 20 million in

2016. EBITDA was 5.0% of

turnover in 2016 versus 7.0% in

2015.

B&S DIVISION(In millions of euros)

2016 2015 Δ Δ%

Turnover 399 400 (1) (0.3%)

Gross margin 58 63 (5) (7.9%)


EBITDA 20 28 (8) (28.6%)


Total assets 138 144 (6) (4.2%)

Solvency 42,1% 36.0% 6.1%

ROYAL CAPI-LUX DIVISION(In millions of euros)

2016 2015 Δ Δ%

Turnover 92 88 4 4.5%



EBITDA 9 7 2 28.6%


Total assets 23 23 - 0.0%

Solvency 61.8% 64.9% (3.1%)

The result ended at € 14 million

in 2016, a decrease of € 5 million

compared to last year (2015:

€ 19 million).

B&S World Supply ended

the year with turnover of

€ 62 million, an increase of

€ 20 million compared to last

year (2015: € 42 million).

In 2016 B&S World Supply

decreased the gross margin as a

percentage of turnover, ending

at 21.0% (2015: 23.8%). The gross

margin increased by € 3 million

to € 13 million (2015: € 16

million). The operating expenses

remained stable at € 4 million

compared to 2015. Operating

expenses amounted to 6.5% of

turnover in 2016 (2015: 9.5%).

The increased turnover as well

as control over costs resulted

in an improved EBITDA of

€ 9 million in 2016 (2015:

€ 6 million). EBITDA was 14.5%

of turnover in 2016 versus 14.3%

in 2015.


Current assets

Total current assets amounted to

€ 481 million at the end of 2016

compared to € 480 million in

the restated financial data for

2015. Current assets represented

89.0% of total assets (2015:

90.1%).

Inventory decreased by € 3

million to € 280 million in 2016,

around 1% lower than the total

inventory at the end of 2015.

The inventory in days increased

to 89 days (2015: 81 days).

At the end of 2016 trade debtors

remained stable at € 162 million

as a result of stringent proce-

dures to keep trade debtors

within targets set by the Board

of Directors. The payment

period of trade debtors

remained stable at 41 days at the

end of 2016 (2015: 39 days).

Group equity

The Group’s equity rose to € 225

million at the end of 2016 (2015:

€ 194 million). The Company

transferred dividend amounting

to € 44 million to the parent

company (2015: € 24 million).

The Group’s solvency ratio was

41.6% at the end of 2016,

virtually the same as at the end

of 2015 (41.8%). The average

solvency ratio over the past five

years is over 35%, which reflects

land and property, equipment

and other fixed assets,

and non-consolidated participa-

tions.

Goodwill relates to acquisitions

in prior years. In the year under

review there were no indicators

that led to impairment testing.

As a result of the Purchase Price

Allocation of Topbrands € 6

million has been added in the

category Goodwill and € 11

million in the category Conces-

sions, contracts and Brand

names.

Investments in tangible assets

totalled around € 3 million. Royal

Capi-Lux and the B&S division

invested € 1 million in setting-up

and fitting-out new retail outlets.

The remaining € 2 million was

invested in the (scheduled)

replacement of fixed assets.

Balance sheet B&S Holding

At the end of 2016 the Group’s

total assets amounted to € 540

million, an increase of 16.1%

compared to the end of last year

(2015: € 465 million).

The increase in assets was

mainly the consequence of

the acquisition of Topbrands

(€ 64 million). For comparison

purposes the balance sheet

items as at 31 December 2015

have been adjusted to include

the balance sheet items of

Topbrands.

Fixed assets

In 2016 fixed assets decreased

by 10.2% to € 59 million as a

result of depreciations and

amortisations. These assets

include goodwill, concessions,

contracts and brand names,

Report of the Board

B&S WORLD SUPPLY DIVISION(In millions of euros)

2016 2015 Δ Δ%

Turnover 62 42 20 47.6%



EBITDA 9 6 3 50.0%


Total assets 16 5 11 220.0%

Solvency 55.3% 39.9% 15.4%

FIXED ASSETS(in thousands of euros)

31-12-2016 31-12-2015

Adjusted

31-12-2015

Intangible fixed assets 24,434 10,698 27,897

Tntangible fixed assets 28,214 28,103 30,922

Financial fixed assets 6,645 7,181 7,181

59,293 45,982 66,000


Financing

The Group entered into

individual loan and credit facility

agreements with various banks.

These agreements are based

primarily on collateral on fixed

assets, inventory, receivables

and insurance policies.

Covenants for financing

generally include equity ratios,

debt service coverage ratios and

interest cover ratios, which are

reviewed, monitored and

reported periodically.

Managing working capital

remains a priority, not only at the

consolidated level but also

within the divisions.

Credit facilities amounted to

€ 332 million in the year under

review. In 2016 the Group’s net

debt amounted to € 202 million

Short-term liabilities

The short-term liabilities

decreased by 2.2% to € 288

million at the end of 2016 (2015:

€ 294 million). Trade creditors

and supplier finance arrange-

ments, decreased by € 28

million, largely due to the

seasonality of the purchases and

business volume in 2016.

Taxes and social security

charges increased from € 9

million at the end of 2015 to just

over € 13 million in 2016.

The increase in taxes was the

consequence of higher excise

duties and VAT payables, mainly

on behalf of the B&S Holland

Trading Group division.

Short-term financing from

financial increased from € 169

million in 2015 to € 187 million in

2016.

the Company’s strong long-term

capitalisation level.

Long-term liabilities

The long-term liabilities

comprise loans and financial

lease financing. To finance the

acquisition of Topbrands,

the Group received a new loan

of € 20 million of which € 3

million is presented as short-

term liability.

Loans from shareholders

decreased by € 2 million.

With the exception of the loans

from the shareholders, at the

end of 2016 the remaining

maturity of the long-term liabil-

ities was less than 5 years.

CURRENT ASSETS(in thousands of euros)

31-12-2016 31-12-2015

Adjusted

31-12-2015

Inventory 279,951 241,838 282,800

Trade receivables 162,260 143,101 161,602

Other receivables 25,769 25,438 26,753

Cash 13,214 8,166 8,466

481,194 418,543 479,621

SHORT-TERM LIABILITIES(in thousands of euros)

31-12-2016 31-12-2015

Adjusted

31-12-2015

Banks 186,935 142,036 169,418

Supplier finance 10,500 34,446 34,446

Creators 52,270 52,004 56,592

Other 38,136 28,689 34,009

287,841 257,175 294,465

PEOPLE


Outlook 2017

The focus remains on further

sustainable, profitable and

predictable growth. B&S Holding

has defined a clear strategic and

long-term direction for

profitable growth. During the

coming years we will continue

to execute our plan which

combines meeting ambitious

targets with a sharp focus on

continued risk management.

Our goal for 2017 is to continue

generating solid growth. We will

maintain our focus on stabilizing

gross margin at above the

(2015: € 145 million) and

comprised all drawn bank credit

facilities. This equals the drawn

bank facilities stated in the

Group’s balance sheet.

The increase in net debt was

caused by the financing of the

acquisition of Topbrands.

Current assets remained stable

compared to the restated 2015

financial data. This increased the

operating cash flow to € 89

million in 2016 (2015: € 13

million).

Report of the Board

long-term guideline combined

with on-going cost reductions

through the implementation of

innovative processes and

efficiency programmes. Based

on the present outlook our aim

is to achieve a bottom line result

that exceeds the level of 2016.

Our solid capital structure will be

sustained through disciplined

investment decisions and

effective working capital

management. The Group does

not expect a major change in

the current workforce or finance

arrangements during 2017 and

has not planned any major

investments during 2017.

NET DEBT(In millions of euros)

2016 2015 Restated 2015 Δ

Loans from banks 20.6 5.3 6.3 15.3

Financial leasing 1.5 1.0 1.0 0.5

Repayments on long-term liabilities 6.0 4.9 4.9 1.1

Credit facilities with banks

(consolidated) 187.0 142.1 169.5 44.9

Cash and cash equivalents (13.2) (8.2) (8.5) (5.0)

201.9 145.1 173.2 56.8

GROUP EQUITY IN COMPARISON TO BANK DEBT(in millions of euros)

2010

951302011

1201492012

1321632013

1421562014

1451942015

2022252016

75122

EquityBorrowings

PEOPLEOur clients are served by our people. Without our people’s passion,

dedication and ingenuity, we wouldn’t have a business. As dedicated profes-

sionals, our people work in harmony to ensure strict deadlines are met, and

clients are satisfied, day in and day out. Because we recognise that our

employees’ careers are our future, we take career development extremely

seriously. We invest in their development from the beginning, with new

recruits following an intensive training program. Once established,

employees can follow a range of other education courses, including

language coaching, logistics training and management studies programs.

We also take on apprentices and interns across the company, and in 2016 we

intensified our collaboration with local employment departments to establish

a program to train and hire people with a distance to the labour market.

Invest in

Our greatest asset



The desire to pursue best

practices is embedded in the

Company’s corporate

philosophy and policies. B&S

governing bodies are aware that

the environment is constantly

changing as well as of the

necessity of having consistent

internal corporate governance

principles that assist them in

carrying out their responsibil-

ities.

Corporate Governance is about

more than compliance with

rules and regulations. It is an

integral part of how the Group

chooses to do business. While

our internal control,

risk management and audit

procedures ensure that proper

controls are in place, we also

encourage our employees to

review their own and each

other’s activities and outputs.

This helps them make sure they

have acted correctly – and

confirm that correct decisions

have been made – and to

challenge each other if they

think something is the matter,

if something appears unusual or

they think there is a better way

of doing things.

In 2016 the Group decided to

increase the emphasis on

compliance by creating a

separate key function focused

specifically on compliance

matters.

An integral part of Corporate

Governance has been assigned

to the Internal Audit

Department. On behalf of the

Board of Managers the Internal

Audit Department monitors

compliance by analysing and

testing critical business

processes.

Corporate Governance structure

The Company maintains a

two-tier governance structure in

which the executive and super-

visory responsibilities are

separated. Control over the

Company through the Board of

Managers and Supervisory Board

is, to a large extent, influenced

by the ultimate shareholders.

This company acts as the

holding company, which,

through B&S International B.V.,

controls the interests of the

autonomous operating divisions:

▪▪ B&S Holland Trading Group,

Delfzijl, the Netherlands; ▪▪ B&S, Dordrecht, the Nether-

lands;▪▪ Royal Capi-Lux, Hoofddorp,

the Netherlands.

As much authority as possible is

delegated to the divisions and

their business units. Within

agreed guidelines the Group’s

staff, especially its senior

managers, enjoy a high degree

of autonomy and responsibility.

This philosophy encourages

staff to develop as experts in

their business.

Board of Managers

The Board of Managers is

responsible for the Company’s

day-to day affairs, its strategy

and the advocacy of the general

stakeholders’ interests and is

based on the creation of an

optimum span of control.

The Board of Managers is

appointed by the General

Meeting of Shareholders.

CORPORATE GOVERNANCEReport of the Board

B&S Holding S.àr.l. is a private limited liability company estab-lished under the laws of Luxembourg. The Company considers the interests of all its stakeholders, from clients and suppliers to staff and shareholders and from financiers to governmental institutions, to be important.


Supervisory Board

The main function of the Super-

visory Board, which is appointed

by the General Meeting of

Shareholders, is to offer the

Board of Managers general

advice for achieving its business

goals and corporate strategy.

In addition, its objective is to

safeguard and uphold the

Company’s goals and ensure the

management of the Company

will result in the achievement of

these goals. In performing their

tasks the Supervisory Board

members focus on the interests

of the Company and its

associated businesses.

The Supervisory Board carries

out its advisory task through

regular formal meetings (held at

the Company’s premises) with

the Company’s Board of

Managers. The Supervisory

Board receives information

about all relevant matters on a

regular basis, which enables the

members to carry out their

duties. Details of the compo-

sition of the Board of Managers

and the Supervisory Board have

been included in this report.

If a member of the Supervisory

Board becomes aware of any

significant (potential) conflict of

interest the member must report

this immediately to the

Chairman and provide all

relevant information. A decision

to enter into a transaction

involving such a conflict of

interest requires the approval of

the Supervisory Board.

Members of the Supervisory

Board are permitted to obtain

independent professional advice

at the expense of B&S Holding

S.àr.l.

Management Board

The Management Board of B&S

supports the Board of Directors

in its overview of operations and

implementation of the

Company’s strategy.

The Management Board consists

of the management of the three

reporting divisions and the key

corporate functions.

This ensures B&S is managed as

an integrated global business.

Shareholders

Supervisory Board

Board of Managers Management Board

HTG

Reportable segments

B&S Capi TaxLegalFinance

& Control

Key functions

HR Compliance ICTInternalAudit


For us, sustainable business

means putting long-term vision

ahead of short-term profits.

This long-term vision, which is

embedded in our DNA,

goes further than any bottom

line result; it is adding value in

everything we do. It’s about our

relationship with clients and

suppliers, the wellbeing and

development of our employees,

as well as our relationship with

the environment. Developing

sustainable relationships with

our employees and clients is

already one of our core values,

but the role of sustainability will

take on even greater importance

within the business as we go

forward. This is one of the

reasons why we joined the

largest network for Corporate

Social Responsibility: the UN

Global Compact.

As a leading organisation we

show our commitment to the

ten universally accepted

principles in the areas of human

rights, labour rights,

the environment and anti-

corruption. When we develop

our business we look for

sustainable solutions.

Human Rights

We earn credibility with our

stakeholders by keeping our

promises, acting with honesty

and integrity and pursuing our

Company goals through ethical

and professional conduct.

The Company is a modern and

professional organisation that

adheres to national laws, rules

and regulations in the countries

in which it is active. All our

employees are offered the best

possible conditions.

We emphasize our endorsement

of the Universal Declaration of

Human Rights. The protection of

Human Rights is derived from

Group ethics, rules and policies

and also based on ILO and UN

Convention policies that are

applicable to and relevant for the

activities of our Company and

our industry.

The relevant procedures are

firmly embedded in the

Company’s Code of Conduct,

which is applicable for all staff

members working within our

Company. The Code of Conduct

includes policies on respecting

and supporting Human rights.

It also includes a non-discrimi-

nation clause. The Company is

never involved in any child

labour or forced labour.

Integrity

Integrity is considered to be one

of the Company’s greatest

assets. Our integrity should be

beyond all doubt and is based

on the fact that we always do

the right thing, even when doing

this does not benefit us. This is

what has earned us the

reputation we have today.

The Company recognises the

importance of providing all its

stakeholders with reliable,

honest and transparent infor-

mation, if necessary in local

languages.

The Company accepts its

responsibility for informing

CORPORATE SOCIAL RESPONSIBILITY

Report of the Board

The importance of operating a sustainable business lies in the unique concept of our Company, which is down to the drive and spirit of our people, the Company structure, and the relationship we have with our stakeholders. In the new economy it’s all about being the most adaptable business rather than the fittest.

PRINCIPLE 1 Businesses should support and respect the protection of internationally proclaimed human rights.

PRINCIPLE 2Businesses should make sure that they are not complicit in human rights abuses.


internal and external stake-

holders about its own financial,

operational and social practices

in a professional and transparent

manner.

The integrity of Company’s

information, reports and updates

is based on validity, accuracy,

completeness, timeliness and

clarity.

Privacy

Within the framework of appli-

cable laws and regulations the

privacy of all the Company’s

stakeholders is respected.

In conducting our business we

gather data from clients,

suppliers, competitors and other

third parties. This data is always

treated as confidential and is

only used for professional

purposes related specifically to

the Company’s business and in

accordance with the applicable

legislation.

Labour Rights

As it’s our people who make the

difference when it comes to

serving our stakeholders, human

resources are considered a

strategic factor. The Company

has set itself challenging but

realistic goals and, as a conse-

quence, human resources

management is a decisive factor

and primarily focused on

supporting the sustainable

growth of the Company through

an operational staff of talented

people.

The human resources function

within the Company is tasked

with ensuring the quality of our

human capital and has the

opportunity to help shape the

Company’s future by focusing

on the career development,

retention, work safety and well-

being of employees.

The Company offers an interna-

tional and high-quality working

environment in which perfor-

mance and world-class

leadership are promoted.

Safety, quality and personal

well-being

The Company’s employees have

the right to a healthy and safe

workplace. This is particularly

important when it comes to

working conditions in

warehouses and for operational

activities. The Company has

always invested in state-of-the-

art equipment and materials.

At the same time we do our

utmost to ensure the safety of

third parties, their goods and the

environment.

The good working conditions

and positive working atmos-

phere within our organisation

contribute towards a low

sickness rate.

We offer employees a profes-

sionally-equipped fitness area.

Under the guidance of highly

skilled instructors employees are

offered a ‘fit at work program’.

Fit employees are less likely to

become sick, have more energy

and self-confidence, take more

leadership roles, set and achieve

goals, tend to have a better

attitude and are less stressed.

Working hours

All employees have standard

working hours, based on local

regulations and industry

standards and in accordance

with the ILO conventions.

Remuneration

All employees receive fair

compensation for their work in

line with local minimum require-

ments specified by the law and

by the industry standards in

relevant countries as well as by

ILO conventions.

PRINCIPLE 3Businesses should uphold the freedom of association and the effective recog-nition of the right to collective bargaining.

PRINCIPLE 4Businesses should uphold the elimination of all forms of forced and compulsory labour.

PRINCIPLE 5Businesses should uphold the effective abolition of child labour.

PRINCIPLE 6Businesses should uphold the elimination of discrimination in respect of employment and occupation.

CSRA healthy lifestyle leads to better workplace performance. At B&S

International, we actively support employees’ goal of staying fit and

healthy. We encourage them to exercise during working hours,

provide access to a gym, and promote a range of healthy foods in

our lunchrooms, including a salad bar, fruit juices, fresh soups and

sandwiches. Studies have shown that not only does engaging in

regular physical activity raise energy levels, it also increases mental

alertness and reduces workplace stress, which enhance productivity.

And we believe this is a win-win situation.

Invest in

Sustainable employment


CSRReport of the Board B&S Holding S.àr.l. Annual Report 2016 37

the Company’s procedures and

plans related to maintaining the

security and privacy of these

resources.

Investments in warehouses and

offices are executed in

accordance with the most

modern standards, which

includes trying to save energy

and use recycled material.

Continuous instructions to the

Company’s staff are raising

awareness of good garbage

handling and waste reduction

and embedding it in the

Company culture.

Food safety and transparency

The Company purchases, stores,

handles and sells large quantities

of food products. Maintaining

and observing food safety

standards and transparency

related to food products are a

priority within the Company.

All food products that enter the

logistics centres are subject to

comprehensive quality controls,

are handled with the utmost

care and are stored in climate-

controlled environments.

As one of the largest food

handlers in its markets in Europe,

the Company is playing an

active role in the trend towards

improving transparency related

to food products. This is

evidenced by a focus on the

provenance of food, which

means ensuring there is a clear

Environmental principles

The Company takes good care

of the environment by doing

more than required by local

environmental regulations.

Whenever possible practices of

reduction, reuse, recycling and

recovery are implemented to

ensure resources are utilized in

the most environmentally

prudent manner.

The Company is concerned

about the conservation of the

environment in its broadest

sense and recognises that

certain resources are finite and

must be used responsibly.

We aim to limit the use of finite

resources in all our business

ventures and, in particular,

recognise our obligation to

manage responsibly the assets

we use and occupy. To this end

we take the precautionary

approach of avoiding the use of

materials and methods that pose

environmental and health risks

whenever suitable alternatives

are available.

Safeguarding assets

Working with the most modern

and state-of-the-art equipment

ensures that the Company can

operate effectively and

comfortably. The Company

invests sustainably in state-of-

the-art Internet and Communi-

cation Technology (ICT) and has

appropriate corporate proce-

dures and contingency plans in

place.

In accordance with internal

guidelines staff are expected to

take all due care when handling

the equipment and to follow all

The Company as knowledge

centre

Employees are given consid-

erable autonomy in performing

their tasks. Although general

guidelines are established to

assist them in making decisions

and taking responsibility,

they are allowed to act as

pioneers and individual entre-

preneurs. The initiative of its staff

has enabled the Company to

explore new markets, sell new

products and pioneer new

regions. Thanks to the organisa-

tion’s horizontal and cellular

structure with short-lines of

communication, top-talent

surfaces swiftly. These are

employees who stand out

because of their individual

success in their tasks: they are

proactive, creative in searching

for solutions and they think “out

of the box’. The Company is

keen to embrace talented

employees and gently guide

their internal career devel-

opment towards filling

management positions within

the organisation. Over 87% of

the managers within the

Company have risen through the

ranks in this way.

The Company believes that

investing in its employees

encourages employee

motivation and, at the same

time, raises the level of the

professionalism of the Company

as a whole. It is also a

component of our policy that

our older and more experienced

employees are actively involved

in the on-the-job training of

starters and juniors and in this

way share their knowledge with

their colleagues.

PRINCIPLE 7Businesses should support a precautionary approach to environmental challenges.


Memberships

The Company is closely involved

with different organisations in

the industry. Several of our

employees are members of

market and industry organisa-

tions, such as the National

Association of Dutch Exporters

(Fenedex), NVVS, ITCA, EVO and

other leading organisations in

the industry.

Education

The Company considers

education to be an important

factor for personal development.

The Company maintains close

relationships with Universities,

high schools and teachers in the

areas in which it is active with

the intention of contributing

towards the education of the

community and sharing

knowledge.

Our educational activities

comprise training courses,

workshops and presentations.

Dedicated learning projects are

organised in cooperation with

universities. Every semester a

number of students participate

in our internship programme or

undertake graduation assign-

ments in or based on our organ-

isation.

processing in place at the

highest level and its processes

are ISO 22000 and HACCP

(Hazard Analysis and Critical

Control points) certificated.

All compliance and safety proce-

dures are rigorously checked

with special attention being paid

to high-risk products, such as

meat and poultry.

The Company’s logistics centres

are checked by the European

Food Safety Authority on a

regular basis. Documents are

examined to ensure they

conform to the correct

standards and random product

samples are taken for laboratory

analysis.

Community

As one of the many players on

the global playing field the

Company believes in acting as a

responsible corporate citizen.

The Company supports activities

that improve the lives of people

in the communities in which our

employees live and work. These

activities may include education,

health care, community

building, infrastructure or nature

development. Employees are

encouraged to participate

actively in community

programmes. Managers are

expected to give their

employees the opportunity to

play an active role in society,

for example through community

or educational programmes,

unless participation in these

activities would create a conflict

of interest.

paper-trail from the moment a

food product enters the supply

chain to the moment it is

delivered to the client.

To improve transparency related

to products manufactured for

sale under its own GoodBurry

label the Company has further

improved the product infor-

mation on its product

packaging. The information on

GoodBurry product labels fully

complies with the most stringent

regulations for product labelling,

such as the most current EU and

UN regulations:▪▪ Addition of nutritional values▪▪ Clear declaration of ingre-

dients▪▪ Better traceability through the

addition of the EU registration

number, or EU Health mark,

and on seafood products the

FAO fishing areas. ▪▪ Better legibility through

amending the label structure.

The proper handling of food is a

key priority within the organi-

sation. The Company has a risk

management system for food

“Employees are encouraged to participate actively in community programmes.”

PRINCIPLE 9Businesses should encourage the devel-opment and diffusion of environmentally friendly technologies.

PRINCIPLE 8Businesses should undertake initiatives to promote greater environ-mental responsibility.


B&S issues more customs

documents than virtually any

other organisation in the Nether-

lands. As a result the Company’s

understanding of compliance

regulations is at the highest

possible level.

The Company takes pride in the

fact that it operates one of

European Union’s most exten-

sively licensed bonded

warehouses and follows

compliance processes and

procedures that are certificated

to the most stringent standards.

In order to maintain a high

standard of customs compliance

the Company uses a ‘System

Based Approach’, which ensures

that all product movements

under customs supervision are

managed by controls applied to

the Company’s management

and accounting systems on the

basis of economic operators

rather than transactions.

Known supplier recognition

The Company is officially regis-

tered as a supplier to many

United Nations organisations.

As a result of the increasing

interest regarding food safety

and complete chain trans-

parency, the UN has formulated

guidelines relating to product

and supplier specifications.

To optimise these procedures

and ensure a transparent supply

chain of goods the Company

has set-up a UN project team of

specialists from purchasing,

sales and logistics.

Legal compliance

The integrity of the Company is

beyond all doubt. In view of the

Company’s important social role

it is imperative that all its

employees comply with the

legislation and regulations of the

countries in which the Company

is active and also comply with

the values and standards that

apply within the Company and

which have been laid down in

the Corporate Code of Conduct.

The Company values integrity

and honesty in relationships with

stakeholders. The Company also

expect integrity and reliability

from its business partners,

including clients and suppliers.

The Company operates

worldwide, sometimes in

remote areas and in developing

countries. The relationship with

all stakeholders is important for

the way the Company operates.

The Company abides by local

legislation, industry standards,

ILO and UN conventions and

other statutory requirements

and supports the principles of

free enterprise and fair compe-

tition.

Customs compliance

All the operating divisions within

the Company that deal with

customs affairs are AEO

(Authorized Economic Operator)

certificated.

This certificated status makes us

a trusted party that is extremely

well equipped to clear goods

through customs in an

expedient manner so they reach

clients faster.

Charity

The Company is open to

providing funds for charities,

but has chosen to do this in a

focused way by sponsoring local

projects and charity initiatives.

Food donations

The Company trades in food

and consumer products and

holds sizeable levels of own

stock in its warehouses.

Food products that are nearing

the expiry date are regularly

offered to general food associa-

tions or Food Banks (i.e.

The European Federation of

Food Banks). Although these

products have lost their

commercial value they can often

provide a welcome supple-

mentary source of food for

people with fewer resources.

Anticorruption

The Company has a long history

of diverse activities dating back

more than a century.

The Company is justifiably proud

of its background. It has evolved

over time and has made us the

professional Company that we

are today. The way we do

business - our Corporate Code

of Conduct - has evolved in

parallel with our development.

It is a sustainable and strong

pillar through which the

Company has earned the trust

of its business partners.

PRINCIPLE 10Businesses should work against corruption in all its forms, including extortion and bribery.

COMPLIANCE


originally intended for all new

relations, now serves as an

on-going monitoring process of

customers and suppliers.

In order to avoid corruption,

bribery, fraud and other

unethical behaviour, the new

relations and their Ultimate

Beneficiary Owner(s) are

checked with the OFAC and the

EU Sanctions list. Throughout

the Company there is extensive

knowledge of the content and

impact of the Foreign Corrupt

Practices Act (FCPA).

Know Your Customer

The Company has intensified its

activities aimed at gaining a

better understanding of its

customers and suppliers and

sophisticated CSR software filled

with all kind of client details is in

place. As the Company works

with a large number of business-

to-business clients and suppliers

there was a need to analyse the

availability of complete infor-

mation per relation.

The Know Your Business

Relation procedure includes the

inputting of all the relevant

customer data (name, address,

e-mail address, website,

VAT number, bank account

number, etc.). The procedure,

The Royal Capi-Lux division

operates retail outlets at a

number of airports.

At Amsterdam Schiphol Airport

the division runs a total of 6

shops divided over landside and

airside. As far as the products

sold in the shops are concerned,

mainly a variety of electronic

items, Royal Capi-Lux has been

recognised by the Dutch

Government (Royal

Marechaussee) as a ‘Known

Supplier of Inflight Supplies’.

This status implies that the

security measures taken by

Royal Capi-Lux are approved by

the Government and comply

with National and European

legislation.

United Nations global compact We’re shaping a sustainable future, and you need to be a part of it.

Ensuring full compliance at all stages of the business process is vital to

safeguard and increase our profitability. It’s also what our clients expect

from us. They demand that we apply the toughest criteria across all

compliance areas, from food safety through to customs clearance. And we

operate strict internal policies and guidelines relating to business agreements

with new clients, and the setting of payment terms and credit risk

management. While developing sustainable relationships with our stake-

holders is already one of our core values, the role of sustainability will take

on even greater importance within business as we go forward. In 2016, for

example, we introduced the Know Your Relation (KYR) procedure, which will

help us ensure that corruption, bribery, fraud and other unethical

behaviors are not issues when we carry out our day-to-day business.

The importance of compliance

COMPLIANCEInvest in



commitment to our employees

is the key to stimulating their

motivation and dedication to

give of their best. That is why a

key aim of our HRM policies is to

develop employees’ talents,

both in their current jobs and in

their further careers.

B&S is keen to embrace talented

employees and gently guide

their internal career devel-

opment towards filling

management positions within

our organisation. 87% of the

managers within B&S have risen

through the ranks in this way.

They were able to rise through

the ranks as we continue to

invest in talented people.

Employee benefits and recognition

The Company encourages an

environment of development

and empowerment, enabling

staff members to contribute

their skills and talents towards

sustaining high performance

and achieving rewards and

recognition. The Company

recognises that competitive

remuneration, recognition of

good performance and

motivating work opportunities

are key to attracting and

retaining talented staff. These

The Company believes that its

employees are one of its most

valuable assets. Our employees

play a pivotal role in realizing the

strategic goals and ensuring all

its products and services are

delivered at a consistently high

quality within the framework of

a customer-focused culture.

To keep pace with this dynamic

development, continuous

learning and upgrading of skills

and qualifications are of the

utmost importance.

A motivated and committed

workforce is a precondition for

sustained business success.

That is the reason for continuous

investment in our employees.

The Company enables its

employees to achieve this

through substantial investments

in training and further education

as well as talent and

management development.

A challenging working environment

The Company continuously

invests in being a good

employer with a high-quality

working environment in which

performance is stimulated.

We believe that our

HUMAN RESOURCESReport of the Board

One key factor that has contributed towards the success of our organisation is the dedication, creativity and passion of our employees. Their efforts and expertise, combined with their interaction, determines the growth of our Company.

2016 1,4192015 1,257

2016 372015 36

Permanent 62%Temporary 38%

2016 8.92015 8.2

AVERAGE NUMBER OF STAFF

AVERAGE STAFF AGE IN YEARS

PERMANENT / TEMPORARY STAFF

AVERAGE STAFF RETENTION IN YEARS

2016

2016

2016

2016


“ The Company is focused on taking further steps in the area of leadership development.”

areas reflect some of the main

elements of our employment

proposition.

Traineeships for starters /

young professionals

All new employees participate in

a traineeship by following a

combination of on-line and

in-class courses. The trainee

program comprises many

modules covering a variety of

subjects, including the

Company’s history and

background, its corporate

strategy and objectives and its

main policies and general guide-

lines. Practical subjects relate to

commercial aspects, logistics,

customs affairs, IT solutions and

finance. These courses also

provide new entrants with an

insight into the opportunities

and personal development

possibilities.

Training program for specific

skills

Apart from the training

programme for new staff,

the organisation offers a wide

range of more dedicated training

programmes. This varies from

on the job training, language

courses, logistics courses and

external symposiums were

employees learn from external

specialists and professors in their

own field of expertise.

The Company is focused on

taking further steps in the area of

leadership development.

The basis that has been laid in

the past few years, for example

by setting up an own B&S

Academy, will be used to further

shape the skills needed for new,

value-driven leadership and

incorporate these in leadership

training courses.

Employees with proven potential

are offered to the possibility to

invest in their studies at the

highest possible university level.

Reward package and

recognition

The Company’s Compensation

and Benefits Policy is designed

to attract, motivate and retain

the high-quality talent within the

organisation and deliver the

Company’s strategy.

The Company strives to attract

the best talent in the wholesale

industry.

Our employment conditions,

supported by our human

resource policies, comply with

all legislative and government

policy requirements and reflect

significant work done during the

year to ensure compliance with

changes in relevant legislation.

As a Company, we offer a

non-cash benefits package to

staff in the various business units

and disciplines, which is among

the best in the industry.

Incentive programs have been

designed to cascade company

objectives down to individual

levels and rewards.

RecruitmentGraduate focus

We can only maintain and

reinforce our competitive edge

by attracting talented people.

Towards this end we use

different methods to recruit

employees with the right skills.

Our recruitment activities are

aimed primarily at people with a

higher education.

This is the reason why graduates

are the Company’s largest single

recruitment intake each year.

The graduate development

program is open to university

students completing their final

year of study and graduates who

have obtained a degree within

the last five years.

Equal opportunities

The Company s employment

policy follows the principles of

equal opportunity, thereby

preventing any discrimination on

the basis of sex, age, race,

religion, political or trade union

affiliations, nationality or

disability. Salary scales are in line

with a competency matrix and

take into account qualifications

and professional experience.

The Company considers this to

be an attractive component of

its recruitment strategy.


Workforce specified by

retention

Capable and skilled employees

are vital to achieving the

Company’s business objectives.

Because we recognise the high

cost of recruitment and the

importance of retaining

knowledge and experience,

many of our human resource

policies are aimed at staff

retention.

Near 70% of the employees is

over three years with the

Company. People who have

proven in the initial years of their

employment with the Company

that there is a match between

their ambition and the objectives

of the Company remain longer

with the Company.

Workforce specified by age

The Company is a dynamic

enterprise with highly motivated

employees. In 2016 the average

age of the Group’s staff was 37

years (2015: 36 years).

Workforce specified by

education

As the Company is growing,

the Company aims to increase

the share of highly educated

employees. The percentage of

employees who have had a

higher education or received a

university degree has risen over

the past three years from 40% in

2012 to 46% in 2016.

The Company is also involved as

a social partner in order to

enhance employment opportu-

nities for (young) people with

disabilities. The Holland Trading

Group division created and filled

6 positions.

Human resources statistics

Changes in workforce and

personnel composition

The average number of staff

employed by the Company

during 2016 was 1,419 (2015:

1,257). In 2016 228 employees

were employed outside of the

Netherlands (2015: 144).

2016 2015

B&S Holland Trading Group 354 238

B&S 276 278

Royal Capi-Lux 188 182

B&S World Supply 40 29

Other 28 17

886 744

Temporary staff 533 513

1,419 1,257

20-25

26-30

31-35

36-40

41-45

46-50

> 50

14%

27%

15%

13%

11%

8%

12%

WORKFORCE SPECIFIED BY AGE

0-5

6-10

11-15

16-20

21-25

> 25

48%

22%

12%

6%

4%

8%

WORKFORCE SPECIFIED BY RETENTION

FACILITIES


FACILITIESInvest in

We are a company of strong ambitions. We want

to grow sustainably, ensuring we provide our

customers with the excellent service they have

come to expect. To help keep pace with this growth,

in 2016 we developed a new, high-tech warehouse

adjacent to our current facility in Dordrecht.

Equipped with the most up-to-date and efficient

storage systems, the new warehouse will allow us

to serve both our wholesale and retail businesses

from under one roof. But growth doesn’t only

mean focusing on how we can better serve our

customers. It also means looking at how we can

impact the local community. Which is why we

expect to create over a considerable amount of new

positions when the warehouse is fully operational.

Taking warehousing to the next level


“This risk management framework is firmly embedded in the Company guidelines and policies.”

RISK MANAGEMENT AND INTERNAL CONTROL

Risk management and internal

control form an integral part of

the Company’s day-to-day

business operations.

The corporate strategy is

focussed on seizing entrepre-

neurial opportunities while, at

the same time, managing risks

effectively.

The corporate policy is to

safeguard the Company’s conti-

nuity while maintaining a

balance between risk appetite

and financial returns.

The Board of Managers has

overall responsibility for the

establishment and oversight of

the Group’s risk management

framework.

The Company’s risk profile is

regularly reviewed by the Board

of Managers and is discussed

with the Supervisory Board.

In line with the Company’s

commitment to deliver

sustainable value to its share-

holders, the objective of the

COSO Enterprise Risk

Management Framework is to

provide guidance to the business

units in implementing a compre-

hensive and consistent approach

to identifying and managing the

risks that they face.

The Enterprise Risk Management

Framework applies to the

actions of all the Group’s

employees and is implemented

in each operating unit. Within

this framework, critical and

major risks of the Group and the

operating units are identified and

assessed to determine the

appropriate type of risk

management plans to be imple-

mented and which are to be

monitored at the Group level as

well as by each individual

business unit.

As a result the Company’s risk

profile has been divided into the

following risk categories:

▪▪ Strategic risks▪▪ Operational risks▪▪ Legal compliance risks ▪▪ Financial and reporting risks

Strategic risks are the risks that

can prevent the Company from

achieving its strategic ambition.

Operational risks are closely

related to the business opera-

tions. Legal compliance risks

relate to risks arising from

changes in regulations and

applicable laws. The Financial

and reporting risks are limited

to financial matters and trans-

parent reporting, both internally

and externally. Particular risks

can fall into more than one

category or have overlapping

determinants.

This risk management

framework is firmly embedded

in the Company guidelines and

policies and supports the

achievement of the Company’s

strategic, operational and

financial targets while complying

with legislation and regulations.

The Company’s risk opinion is

determined by the likelihood of

the risk occurring and its

potential impact on the

achievement of the Company’s

strategy.

The table on page 48 shows a

brief summary of the main risks

that the Board of Managers has

identified. These risks and the

measures that have been taken

to mitigate these risks are

described in more detail on the

subsequent pages.

Although the Board of Managers

believes that the risks and uncer-

tainties described in the next few

pages are the most material

risks, other risks might be

present. When deciding whether

the Company will be exposed to

certain risks these risks are

valued on the basis of the

balance of the potential risks and

returns. The Company then

assesses the extent to which

these risks are mitigated by

current internal control proce-

dures and whether additional

internal controls procedures are

necessary. The Company only

accepts risks that, based on this

assessment, are well balanced

and, to an acceptable extent,

controllable. All the risks

mentioned in the Risks

management summary are risks

the Company is prepared to

take.

Report of the Board


Sensitivity analysis and

benchmarking

Throughout the year the Board

of Managers, senior managers,

financial controllers, internal

compliance officers and risk

officers carry out self-

assessment tests. These are

combined with various external

audits in relation to the defined

key risk areas. For several risks

the Company is used to go

through various sorts of sensi-

tivity analysis.

Carrying out a sensitivity analysis

of key risk areas enables the

approximate exposure in the

event that certain specified

parameters were to be met

under a specific set of assump-

tions to be estimated. The range

of changes chosen reflects the

changes which, in the

Company’s view, are reasonably

possible during a one-year

period

The scenarios that are tested

relate to, but are not limited to,

rapid changes in market condi-

tions, changes in gross margin,

increases in interest rate and

currency fluctuations.

The effects on the Company’s

net result, cash flow and equity

are analysed. These scenarios

do not reflect any action the

Board of Managers could take

which might mitigate the effects.

In 2016, although the outcome

of these tests revealed some

negative effects on the

Company’s overall financial

standing, they also showed that

the Company remains within its

long-term targets and financial

guidance. This demonstrates

that the Company has adequate

buffers for dealing with

substantial effects of potential

risks.

As a Company that holds

sizeable levels of inventory with

a certain volatility during the

year, we also carry out critical

stress tests on the theoretical

financial boundaries of inventory

positions versus equity,

covenants and working capital

financing.

In addition to the sensitive

analysis the Company also

applies benchmark assignments

within the organisation.

A benchmark analysis involves

comparing various metrics with

the averages of peer organisa-

tions and best practices for

individual business segments

within the Group. These

benchmark analyses are

supporting strategic decisions,

but also provide forward-looking

insight.

The results of control self-

assessments, audits, scenarios

and benchmarks are reported

frequently and discussed with

and between the Board of

Managers and the Supervisory

Board.

The outcome is further used for

internal staff training and for

improving the risk awareness

within the organization amongst

staff members.

The management of the

company believes that the

internal risk management and

control systems provided a

reasonable assurance that the

financial statements do not

contain any errors of material

importance and that these

systems worked properly during

the year. In 2016 none of the

stated risks and uncertainties in

this paragraph did materially

influence the company.


RISK TYPE POSSIBLE RISK LIKELI-HOOD

IMPACT MITIGATION BY

Strategic risks

Balanced growth Imbalance in growth and organi-sation demands

• • Defined priorities.

Changes in economic market conditions

• • Diversification across markets, products, regions and clients.

Cost leadership Erosion of gross margin due to competition

• • Economies of scale, innovation and synergies.

Client centricity Loss of clients

• •

Service excellence, flexibility, reliability and trust, combined with long-term partnerships and contracts.

Dependency on clients • • Wide client portfolio. Dependence on largest client is low.

Diversification Turnover volatility • • Diversification across markets, products, regions and clients.

Seasonality effects • • Diversification across markets, products, regions and clients.

Local competition • • Group purchasing power.Market risks • • Diversification across markets.Product group risks • • Diversification across product

groups.Economical downturn • • Diversification across regions.

Operational risks

Staff shortage/ surplus Difficulty in attracting and retaining staff

• •Balance remuneration package and excellent development opportunities.

Surplus of staff due to market conditions

• • Downsizing of temporary staff.

Product risks Quality risks, loss of quality certificates

• • Strict control and regulations combined with external audits.

Reputation risks • • Strict control and regulations combined with external audits.

Product life-cycles • • Keeping inventory levels low and keen pricing strategy.

Customs risks Claims and fines• •

AEO status with long professional track record. Annual audits by external parties and insured.

ICT security risks Failure and breaches • • Strict procedures and annual EDP auditing.

Concession risks Losing contracts• •

Extensive relation management and compliance to current contracts.

Insurance Claims • • Group coverage for indemnity and liability.

Risk management summary


RISK TYPE POSSIBLE RISK LIKELI-HOOD

IMPACT MITIGATION BY

Legal complicance risks

Changing legislations Operational and financial effects • • Active dialogue with legislators and support of local experts.

Financial and reporting risks

Inventory risks Overdue inventory, write-offs • • Quality control and inventory rotation.

Merger and acquisition risks

Financial and integration risks • • Careful due diligence and checks on synergy and integration.

Investments risks Financial return and functionality • • Strict procedures.Loss of value • • Regular impairment tests, strategy

to add value.Financing risks Dependency on banks

• •

Financing by different financial institutions and maintaining excellent relationships with financiers.

Credit risks Non or late payment • • Debtor risk procedures and external insurance.

Interest risks Increase of interest costs • • Floating interest or use of financial instruments.

Currency risks Transaction effects • • The main currency is euro. Natural hedging for other currencies.

Financial instruments Speculation and financial effects • • Strict procedures and professional external advice.

Tax risks Non-compliance

• •

A strong track record, timely and adequate reporting, effective tax framework, policies and systems in place, combined with professional advice from external experts.

Reporting risks Reliable financial reporting both internal and external • •

Strict procedures, state of the art reporting software and internal control.

Control deficiencies • • Strict procedures and compliance.

• Low risk • Medium low risk • Medium high risk • High risk


offer them tailor-made solutions

in combination with excellent

services. Constantly using our

knowledge and experience leads

to long-term trust and reliability.

Our strategy for client centricity

is to focus on constantly

improving these fundamental

elements in our relationships

with our clients. We are also

willing to make substantial

investments in long-term

partnerships.

As a result, client relationships

often have a long-term

character and client retention is

high, while our client

dependence is considered low

due to our extensive and diverse

client portfolio.

Diversification

The Company’s business model

is based on diversification in

markets, geographic regions,

product groups and client

portfolio.

This wide diversification gives

the Company a unique set of

characteristics, which makes it

less cyclical and less vulnerable

to turnover volatility or season-

ality effects.

As a result of the Company’s

diversification, competition risks

at a Group level are deemed to

be limited. At the same time,

each division may have to deal

with local competition at a

business unit level and within

specific markets, or regions.

With the support of the strong

purchasing power of the Group

as a whole and by pursuing cost

effectiveness, local entities and

in different markets. Due to the

economies of scale resulting

from bulk purchasing the

Company is able to pass on

benefits to clients while

maintaining a sharp eye on its

own gross margin development.

In this respect, the Company has

a long-term and proven track

record.

Cost leadership is also based on

continuous innovation and keen

investments, the implemen-

tation of stringent efficiency

programmes and smart ICT

solutions.

These aspects enable costs to

be controlled effectively.

Client centricity

The Company’s business

success is based on providing its

clients with excellent service at

all levels. The service package

includes the day-to-day ability to

provide clients with tailor made

solutions, combined with flexi-

bility and a choice from a wide

range of products from

A-brands through to the

Company’s own value brands.

To maintain the valued partner-

ships with clients we build on

long-term partnerships and

rewarding relationships by

adding strategic value to our

client’s business and by taking

over tasks that are not their core

business.

We maintain long-term partner-

ships with clients by under-

standing their needs and the

needs of their customers. In this

way we acquire a profound

knowledge of their business

requirements and are able to

Strategic risks

As formulated in the Company’s

strategy, for many years a

balanced average compound

annual growth rate with double

digits has been achieved.

The average growth over the

past 10 years is now 14.8%.

While pursuing a double-digit

growth strategy the Company is

faced with the risk of keeping

growth in balance with organisa-

tional requirements. The quality

of growth does, therefore,

always have priority as growth

must remain sustainable,

manageable and well under

control.

Challenging economic market

conditions could also have an

adverse effect on the Company’s

growth strategy. This is to a great

extent mitigated by diversifi-

cation in markets, product

groups, regions and client

portfolio.

In the past the Company has

proved it is able to manage

double-digit average growth

while simultaneously paying

attention to adjusting the organi-

sation accordingly and coping

with challenging market condi-

tions.

Cost leadership

The long-term objective for the

gross margin development is set

at a minimum of 12% of

turnover.

The Company’s cost leadership

is based on the Group’s

powerful global sourcing ability


“Although consumer spending declines rapidly in times of economic crisis, spending on basic consumables remains relatively stable.”

instance, downsize its temporary

staff.

Product risks

The Company trades in a very

diverse assortment of mainly

consumer products that

includes not only A-brands and

private labels but also countless

other articles. There is no

dependency on a particular type

of article or product.

In addition, the consumer

products traded by the

Company are generally seen as

basic consumer goods.

Although consumer spending

declines rapidly in times of

economic crisis, spending on

basic consumables remains

relatively stable.

The Group trades and sells

various consumer products

under a private label. These

products range from dry and

canned food to technology

products and limited brands of

perfume.

All the private label (GoodBurry)

food products are produced in

factories that are either audited

or certificated by European

authorities or national food

safety authorities.

Although regulations concerning

and controls of food products

Clients in different sectors

Clients are at the heart of our

organisation. Service levels,

client satisfaction and service

excellence are key priorities.

As stated under “Client

centricity’, dependency on

individual clients is limited due

to the successful long-term

partnerships and contracting

and is further mitigated by

having a wide client portfolio

spread over different markets

and regions.

Operational risks

Staff shortage and surplus

The Company is a fast growing

company. To facilitate growth,

the Company needs talented

staff and may be dependent on

its ability to attract and retain

employees. As a Company with

worldwide activities and as a

leading company in various

niche markets we face the possi-

bility of our employees being

recruited by our competitors or

stakeholders.

This risk is mitigated by

recruiting employees to cover

both business growth and

fluctuations in employee

composition. To retain staff we

offer a balanced remuneration

package and a stimulating

workplace with good opportu-

nities for personal development.

Should a business segment be

confronted with a sudden

surplus in staff, for example due

to unexpected and rapidly

deteriorating market conditions,

the Company will, in the first

Group business units can stay

comfortably ahead of the

competition.

Market risks

As far as the market diversifi-

cation is concerned, the Group

has spread its risks over various

niche markets all over the world.

The niche markets the Company

supplies include industrial

catering, the cruise industry,

airlines and airports, retail,

military catering and the oil, gas

& mining sector as well as

humanitarian organisations.

The Group’s wide diversification

over various markets makes it

less vulnerable to declines in

specific market segments.

Product group risks

The Company’s broad offering

of more than 40,000 products is

divided over a number of

product groups: Liquors &

Tobacco, Perfumes &

Cosmetics, Food & Beverages,

Electronics and Health & Beauty.

As a result the Company is not

dependent on a single product

category and hence is less

vulnerable to turnover volatility.

Regional risk

The Group operates at a global

level and its companies are

active in many regions of the

world. The geographical risk is,

therefore, well spread over the

globe and hence deemed to be

limited. Nevertheless a specific

country can have an economic

recession and can have some

effect on our business,

but because of the regional

spread, this risk will be limited.

The world is changing rapidly. And so are we. As part of our strategy to

become a digital supply chain leader, in 2016 we continued to invest heavily

in B&S International Technology (BiT), our corporate digitizing program. Our

first major step was replacing the complex back office IT legacy systems at

B&S Holland Trading Group (B&S HTG) with a new, state-of-the art BiT ERP

platform. This will enable B&S HTG to continue to lead from the front in its

distribution of perfumes and cosmetics to our broad customer base. At the

same time, we began working on a project called BiT Product Information

Management, which will help us provide customers with seamless

purchasing across channels. The result? An IT backbone ready for the future.

SYSTEMSInvest in

Investing in tomorrow


SYSTEMS


ICT security risks

Information communications

technology has always been an

important driver for

improvement and innovation in

our organisation. Our stake-

holders continue to expect

more and more proactive digital

information sharing and

communication related to

business affairs. This ranges

from easy online ordering

systems for our clients,

automatic customs and tax

reporting, financial consolidation

and reporting and many other IT

and communication tools.

One consequence of the

expanding IT landscape is that

the Company is more

dependent on its IT systems and

more susceptible to potential

cyber threats. This makes us

more vulnerable to risks from IT

security failures.

To mitigate this risk the ICT infra-

structure is designed to support

the needs of a decentralised

organisation in an efficient,

reliable and secure manner.

The objective is to ensure conti-

nuity of information systems and

the confidentiality, privacy and

integrity of confidential and

sensitive information.

The ICT systems and procedures

are checked yearly by external

experts.

Concession risks

The Company has signed

several concession contracts

whereby turnover is dependent

on the existence of these

contracts. The risk of losing

contracts is mitigated by

extensive relation management.

In some instances these

particular activities could lead to

external claims or fines for

external parties.

As the Group has a long and

proven track record with regard

to dealing with customs affairs,

claims and fines are limited and

considered as extraordinary

events.

In order to mitigate the risks

from customs activities, the

Company has its own expanding

customs departments staffed by

well-trained experts who deal

with all sorts of customs matters

on a daily basis. These experts

are in close contact with

customs authorities and follow

on-going training courses to

keep up to date with customs

legislation and developments.

The Group is certificated as an

Authorised Economic Operator

by the customs authorities.

Each year, the processes are

audited internally and periodi-

cally audited externally.

A potential risk would be to have

this certification revoked due to

bad performance. The Company

aims to mitigate this risk by

following strict policies and

performing crosschecks on

compliance.

The Company is also insured

against the risks related to its

customs activities and adequate

customs guarantees have been

issued for its activities.

The financial consequences of

calamities related to customs

are, therefore, covered as far as

possible.

are stringent, selling food

products brings with it general

risks relating to the quality of the

food products and any potential

negative effect on the health of

consumers.

As is the case with all other

(purchased) food products the

primary responsibility,

and therefore risk, lies with the

producer. This means that if an

incident occurs we might have

to take action to avoid any

damage to our reputation.

Within the Royal Capi-Lux

division, various technology

products are sold under private

label (MiTone) directly to

consumers.

For these products,

the Company generally has to

take the risk of short product

life-cycles due to on-going

technological developments

into consideration. Products can

easily become dated. This risk is

being mitigated by keeping

inventory levels relatively low

and by adjusting prices as appro-

priate.

Customs risks

The trading in consumer

products all over the world goes

hand-in-hand with the profes-

sional handling of customs

declarations for clients and

suppliers. Local customs author-

ities also demand immediate

and flawless reporting of

imported and exported goods

and payment of relevant duties.

In addition, the Company has its

own warehouses for storing

both bonded and free goods.


Merger and acquisition risks

The Company’s growth is based

on a combination of organic

growth and growth from acqui-

sitions. Acquisitions are

preceded by careful due

diligence processes carried out

by both internal and external

experts to ensure the candi-

date’s overall financial and

operational quality. The Board of

Managers also carries out a

thorough due diligence to

ascertain whether an acquisition

will provide adequate financial

returns and whether it will

contribute towards the Group’s

synergy and integration

demands.

The financial, integration and

other risks are considered

greater that those associated

with organic growth, but are

mitigated by applying stringent

due diligence and integration

measures. By procedural

mandate the added-value and

cash flow contributions of intan-

gible assets is tested regularly

and impairment is applied if

deemed necessary.

In accordance with good

Corporate Governance,

when sizeable investments and

acquisitions are involved the

Group’s Board of Managers

consults with the Supervisory

Board in advance.

Inventory risks

As an international trading

company it is deemed necessary

to hold substantial inventory

positions as this is vital for our

business. The overall inventory

quality and inventory rotation is

that this can change abruptly.

Since governmental decisions

and other regulations are unpre-

dictable they can affect our

business.

When such cases occur we

strive to adjust to the new rules

and regulations in the best way

and as far as possible while at

the same time considering our

own long-term interests and

objectives. If deemed necessary

we rely on the services of local

professional experts for desig-

nated compliance areas.

Financial and reporting risks

Investment risks

Regular investment programmes

are planned and presented inter-

nally by the divisions, mainly

during the annual budget cycle.

As well as analysing the budget,

the Board of Managers evaluates

the investment programmes in

terms of the return on

investment, functionality and

size in relation to financing

capabilities and ratios.

Depending on market circum-

stances, cash flow develop-

ments and outlooks related to

capitalised goodwill on acquired

businesses and/or intangible

rights, it may be necessary to

apply write-offs on intangible

assets, which would have a

negative impact on net results

and equity.

In addition, the Company has a

long track record of compliance

with all the terms of the

contracts and has also spread

the risk over various contracts to

ensure the termination of any

one of the contracts will have in

a low financial impact.

Insurance

B&S is insured against a number

of risks. Risks related to profes-

sional indemnity and general

liabilities are covered at Group

level. If the coverage is deemed

insufficient appropriate provi-

sions are recognised in the

financial statements.

Legal compliance

Our company operates

worldwide, sometimes in

remote areas and in developing

countries. Operating in many

jurisdictions means we are

confronted with complex legis-

lation and regulatory demands,

particularly in emerging markets

where legal systems are in

varying stages of development.

In addition to regulations set by

national and local governmental

authorities we have to comply

with the principles of the UN

Global Compact, local laws,

food safety regulations, human

rights, safety and many other

regulations.

The stance and decision-making

processes of governmental insti-

tutions are important for the way

we operate. Obviously we

comply with all relevant legis-

lation, but we are also aware


bility of working capital to

finance new trading transac-

tions. A tight control of working

capital also helps towards

reducing interest charges.

Both short and long-term

financing arrangements are

discussed and negotiated exclu-

sively at corporate level by the

Board of Managers. By making

optimum use of the knowledge

and expertise from different

banks, the Group is financed by

a number of different financial

institutions. This also means the

Group is not dependent on one

bank.

Maintaining excellent relation-

ships with its financiers and

continuing to fulfil financing

criteria is enabling the Group to

continue its balanced and

healthy growth.

Currency risks

Most of the Company’s turnover

is in Euros, which is the Group’s

functional currency. Other

currencies used for trading are

the US Dollar, the British Pound

and the Japanese Yen.

The main currency risks arise

when selling and purchasing in

the US Dollar and, to some

extent, when selling in the British

Pound. Basically, the Group

The rigid handling of new client

acceptance and payment

control means the Company’s

debtor risk is fairly limited and

well under control. The average

outstanding debt period is less

than 60 days, which is within the

limits set by management and

acceptable for global trading.

As a result of our stringent

debtor policies, debtor write-offs

are limited.

As a result of the wide variety

in the client portfolio,

the dependency on clients

is limited.

Management acknowledges that

general client payment

behaviour has been adversely

affected by the deteriorating

creditworthiness of clients and

the decline of overall liquidity of

the Group during the economic

crisis. This is especially relevant

in respect of the insurance

companies that have

downgraded limits on clients.

It is certainly putting extra

pressure on accurately dealing

with credit risks.

Financing risks

The Group’s trading activities are

financed on the basis of short-

term credit facilities.

The business units have their

own working capital financing.

This fits within the Group’s

policy of autonomy at the

business unit level. Conse-

quently, the business unit’s

management is triggered to

maintain a better control over

inventory and debtor positions

as this could reduce the availa-

well within the boundaries set by

management.

The quality control on inven-

tories is the responsibility of a

dedicated inventory

management department.

This department controls and

checks inventory positions,

quality, rotation, shelf life and

the level of returned and out of

date products.

Inherent to the Company’s

long-term growth, inventory

positions generally rise at a

similar rate to growth.

Credit risk

As the Company trades with a

large number of clients around

the world, strict internal policies

and guidelines have been

drawn-up regarding business

agreements with new clients as

well as the setting of payment

terms and credit risk

management.

The Corporate rule is that trade

transactions must be secured,

either by payment up front or by

a secured payment instrument

(guarantee or letter of credit).

Before doing business with new

clients their creditworthiness is

checked by the internal credit

risk department.

The internal credit risk

department also monitors

outstanding payments on a daily

basis using an automated and

sophisticated credit risk

monitoring system. This process

meets the requirements

specified by the insurance i

nstitutions.

“As a result of the wide variety in the client portfolio, the dependency on clients is limited.”


We are used to taking a

pro-active and transparent

approach when it comes to tax

matters and have regular

meetings with tax authorities to

discuss duties, customs,

corporate income tax and VAT.

In addition to having a strong

internal competence,

the Company is advised on tax

planning and compliance

matters by professional tax

experts active in different tax

disciplines.

Internal control risks and

reporting

All the divisions and business

units are subject to general

policies and procedures that

ensure the Company has good

control over the identification of

risks and the implementation of

measures to mitigate risks.

The information and communi-

cation guidelines in respect of

internal control measures,

control systems and risk

management (see below),

are implemented at all organisa-

tional levels within the Group.

Monitoring the adequacy and

effectiveness of internal risk

management and control

systems is an on-going

improvement process instigated

by the Company’s Board of

Managers.

Over the years, The Company

has proven to have an effective

control structure.

A number of controls are

automated and embedded in

Company policies.

Apart from limited financial lease

facilities with a fixed interest rate,

loans and credit facilities carry a

floating interest rate based on

EURIBOR plus a margin.

Financial instruments

The Group occasionally uses

derivative financial instruments

exclusively to hedge exchange

and interest rate positions with

currency and interest rate swaps,

and thereby reduce the related

risks.

The strategy relating to hedge

exchange and interest rate risks

is set by the Board of Managers.

The Company refrains from any

speculation. Derivative transac-

tions are subject to continuous

risk management procedures.

Trading, settlement and control

functions are strictly separated.

Derivative financial contracts are

only entered into with banks that

have a good credit rating.

In addition the Company is

advised by external parties

before entering into a derivative

financial contract.

Tax risks

The Company operates in many

countries in the world and has to

manage compliance within a

variety of legislations,

also including tax laws.

Over time the organisation has

developed a strong tax track

record that is firmly based on a

timely and adequate tax

reporting, tax procedures and

systems. The Company has and

effective global tax framework in

place combined with transfer

pricing policies and underlying

documentation.

deals with risks from trading in

non-Euro currencies by

matching incoming and

outgoing cash flows as closely

as possible in the same

currency.

Extraordinary currency positions

and risks are dealt with at the

division level by dedicated

treasury departments that

monitor the cash flows of each

division on a daily basis.

To mitigate the risk from

currency transactions the

treasury department uses

hedging instruments (spot and

forward contracts and currency

swaps) when appropriate and on

a case-by-case basis.

Most of the Group entities are

based in the Euro zone the

balance sheets and profit and

loss accounts are in Euros.

The balance sheet positions and

profit and loss accounts of

Group companies outside the

Euro zone, including in Dubai

and Afghanistan, are also stated

in Euros.

Interest risks

The Group’s financing is

centralised at the division and

business unit level. Tangible

assets (land & property,

equipment and other tangible

fixed assets) are financed with

long-term financing and leasing.

“Over the years, The Company has proven to have an effective control structure.’


Responsibility of the Board of Managers

The financial statements give a

true and fair view of the position

as at the balance sheet date and

the business development

during the financial year of B&S

Holding S.àr.l. and the Group

companies for which the

financial information is recog-

nised in its financial statements.

The major risks to which the

Company is exposed are

described in this Annual Report.

Larochette, G.D. Luxembourg,

17 February 2017

Board of Managers

Lebaras Holding S.àr.l.

Represented by

J.B. Meulman, CEO

B.L.M. Schreuders

G. van Laar, CFO

B.L.M. Schreuders

J. Rotteveel

A total package is sent to the

Board of Managers. Integrated

data concerning the financial

performance of the Group and

its divisions is also distributed to

shareholders, the Supervisory

Board and direct financial stake-

holders.

The content of the financial data

enables the Board of Managers

to control the Group effectively

and accurately.

Statement of risk control

Risk management and internal

control form an integral part of

the way the Company is

managed. The Board of

Managers firmly believes that the

measures related to risk

management in the different

risks areas, combined with the

financial control over the

Company, mean the Company

is well under control in all

material aspects.

The most important policies and

procedures are as follows:▪▪ An annual budget cycle, which

includes financial and

non-financial data, followed by

regular evaluations of devia-

tions;▪▪ A monthly financial reporting

cycle;▪▪ Accounting manuals with

valuation principles and

accounting standards;▪▪ ‘Plug and play’ procedures for

newly acquired businesses

describing standard proce-

dures and corporate systems;▪▪ Policies with regard to

financing and cash

management;▪▪ Procedures related to various

operational activities such as

customs, trading, logistics and

sales;▪▪ Transfer pricing guidelines;▪▪ Specific risk management

procedures (inventory,

currency rate risks, credit risks

etc.).

All standardised financial data is

prepared by the financial depart-

ments of every division and sent

on a regular and timely basis to

the centralised financial control

department where the data is

checked, analysed and consoli-

dated into concise management

information for the divisional

managers.


2B&S Holding S.àr.l. Annual Report 2016 59

REPORT OF THE SUPERVISORY BOARD

Letter from the Supervisory Board 60

60 B&S Holding S.àr.l. Annual Report 2016 Report of the Supervisory Board

“Our responsibility is to supervise the Board of Managers and the general affairs of the Company and its affiliated companies.”

Financial statements 2016

It is our pleasure to present the

2016 Annual Report as prepared

by the Board of Managers of

B&S Holding S.àr.l. and incorpo-

rating the financial statements.

The Annual Report was prepared

in accordance with Title 9 Book

2 of the Dutch Civil Code.

Deloitte’s unqualified audit

opinion is included in the

additional information appended

to the financial statements.

The Supervisory Board

discussed the financial state-

ments at the annual meeting

with the auditors, after which we

signed the financial statements

to comply with the Board’s legal

obligation. We recommend that

the General Meeting of Share-

holders approves and adopts the

Annual Report and the appropri-

ation of the net result for 2016.

We further propose that the

shareholders discharge the

Board of Managers for its

management and the Super-

visory Board for its supervision in

2016.

Board composition and meetings 2016

The Supervisory Board

comprises Mr. P.N.S. Luttje-

huizen (Chairman, appointed in

2001) and Mr. W.A. Blijdorp

(appointed in 2004). The Super-

visory Board notes that its

composition is in line with the

profile of the Supervisory Board.

Each member has a specific field

of complementary expertise.

The members of the Supervisory

Board have full and free access

to the Company’s Board of

Managers and, if necessary and

appropriate, to independent

advisors. During the past year

the Supervisory Board met four

times with the Company’s Board

of Managers, during regularly

planned meetings. In addition,

the members of the Supervisory

Board held several informal

consultations with the Board of

Managers in order to remain

fully informed regarding the

business.

The role of the Supervisory

Board differs from the role of the

Board of Managers. Our respon-

sibility is to supervise the Board

of Managers and the general

affairs of the Company and its

affiliated companies. We also

assist the Board of Managers

with general advice. During the

year under review the Super-

visory Board performed its

duties on an ongoing basis in

accordance with applicable laws

and regulations as stipulated in

the Company’s Articles of

Association.

Agenda and supervision topics

In line with its reporting obliga-

tions, the Board of Managers

provided us with regular, timely,

comprehensive written reports

and presentations about all

developments of material

importance for the company.

The reports and presentations

covered, in particular the

company’s profitability, current

business developments and

operations of material impor-

tance. We were, therefore, in a

position to carry out a critical

analysis, discuss resolution

proposals with our Board and

put forward questions and

suggestions. The Supervisory

Board thoroughly discussed and

reviewed all reports and

documents that were submitted

to it. We were also directly

involved by the Board of

Managers in all fundamental

Company decisions. Whenever

relevant and necessary,

we provided our advice.

The main topics in 2016 were

the long term strategy, financing,

LETTER FROM THE SUPERVISORY BOARD

Report of the Supervisory Board

Report of the Supervisory Board B&S Holding S.àr.l. Annual Report 2016 61

The last meeting of the year was

held in November 2016. During

this meeting the general topics

were discussed and, as is

customary, the budget for 2017

was presented, discussed and

approved.

Remuneration

The remuneration of the Super-

visory Board in 2016 is stated in

the financial statements and

comprised a fixed annual fee

amounting to a total of € 15,000.

This is similar to previous year.

Advice for 2017

The Supervisory Board feels

comfortable with the long-term

growth plan for the organization

as set out by the Board of

Managers. We have confidence

in the way in which the

Managers will continue to shape

the Company as it grows.

We believe that the company is

well investing in its future.

With regard to the latter, as a

Supervisory Board we are eager

to continue our role of advisors

to the Board of Managers. It is

our duty to guide the Company

and to watch over the quality of

growth and Board of Manager’s

control over growth. The Super-

visory Board would like to

express its sincere appreciation

to the Board of Managers and all

the Group’s employees for their

efforts and for the corre-

sponding results.

Larochette, G.D. Luxembourg,

17 February 2017

Supervisory Board

W.A. Blijdorp

P.N.S. Luttjehuizen

ICT, compliance, future housing

and the acquisition of Topbrands

Europe B.V., Together with the

Board of Managers the Super-

visory Board discussed these

topics. We also discussed the

Company’s risk management

policy and compliance

standards.

The Supervisory Board critically

assessed acquisitions that had

been integrated in the previous

years, their alignment within the

Group and related management

affairs. Particular attention was

paid to any requirements for

impairments and the financial

return from the individual acqui-

sitions. The Supervisory Board

concluded that past acquisitions

are well aligned and provide

adequate returns, well within the

requirements specified for

acquisitions. No impairments

were considered necessary.

During the financial year 2016

potential acquisitions were

discussed. The Supervisory

Board approved the sole

proposal put forward by the

Board of Managers and as such

the acquisition of Topbrands

Europe BV has been approved.


62 B&S Holding S.àr.l. Annual Report 2016 Financial Statements 2016


3Financial Statements 2016 B&S Holding S.àr.l. Annual Report 2016 63

CONSOLIDATED FINANCIAL STATEMENTS 2016

Consolidated balance sheet 64

Consolidated profit and loss account 66

Consolidated cash flow statement 67

Notes to the consolidated balance sheet

and profit and loss account 68

Notes to the individual consolidated

balance sheet items 74

Notes to the individual consolidated

profit and loss account items 85



Assets(In thousands of euros, before appropriation of result)

Note 31/12/2016 31/12/2015

Fixed assets

Intangible fixed assets 1

Goodwill 11,272 7,205

Concessions & Brand names 13,162 3,493

24,434 10,698

Tangible fixed assets

Land & Property 16,203 17,679

Equipment 6,811 7,137

Other tangible fixed assets 5,200 3,287

28,214 28,103

Financial fixed assets

Participations 1,172 981

Other financial fixed assets 5,450 6,200

Deferred taxation 23 -

6,645 7,181

Total fixed assets 59,293 45,982

Current assets 2

Inventory 279,951 241,838

Receivables

Trade debtors 162,260 143,101

Receivables on participations 338 471

Affiliated companies 8,156 12,493

Tax receivables 5,754 4,995

Other receivables and accrued income 11,521 7,479

188,029 168,539

Cash and cash equivalents 13,214 8,166

Total current assets 481,194 418,543

Total assets 540,487 464,525

Financial Statements 2016CONSOLIDATED BALANCE SHEET

Financial Statements 2016 B&S Holding S.àr.l. Annual Report 2016 65

Equity, provisions and liabilities

Note 31/12/2016 31/12/2015

Group equity 3

Legal entity share in Group equity 192,436 178,780

Third-party share in Group equity 32,532 15,578

224,968 194,358

Provisions 4

Deferred taxation 1,141 1,121

Other provisions 1,003 583

2,144 1,704

Long-term liabilities 5

Loans from banks 20,550 5,295

Loans from minority shareholders 2,625 4,125

Financial lease 1,534 1,008

Other long-term liabilities 825 860

25,534 11,288

Short-term liabilities 6

Banks 186,935 142,036

Repayments on long-term liabilities 6,025 4,941

Supplier finance arrangements 10,500 34,446

Trade creditors 52,270 52,004

Taxes and social security charges 13,716 9,415

Other liabilities and accrued expenses 18,395 14,333

287,841 257,175

Total equity, provisions and liabilities 540,487 464,525


(In thousands of euros)

Note 2016 2015

Turnover 1 1,339,489 1,338,293

Purchase value 2 1,153,256 1,157,959

Gross margin 186,233 180,334

Wages and salaries 3 61,592 57,099

Depreciation and amortisation of fixed assets 4 9,525 8,588

Other operating expenses 5 38,514 40,474

Total operating expenses 109,631 106,161

Operating result 76,602 74,173

Financial income and expenses 6 (3,481) (3,113)

Result of participations 7 198 233

Result for taxation 73,319 71,293

Taxation on the result 8 7,444 7,132

Consolidated result after taxation 65,875 64,161

Result attributable to:

Profit rights 2,623 2,037

Third-party share in the result 5,862 4,161

Total third-party interest 9 8,485 6,198

Ordinary shareholders 57,390 57,963

Group result 65,875 64,161

Financial Statements 2016CONSOLIDATED PROFIT AND LOSS ACCOUNT



2016 2015

Received from debtors 1,338,157 1,315,356

Paid to creditors and employees (1,249,645) (1,301,968)

Cash flow from business activities 88,512 13,388

Interest paid (3,640) (3,039)

Corporate income taxes paid (7,710) (4,399)

Dividend received 140 229

(11,210) (7,209)

Cash flow from operating activities 77,302 6,179

Investments in acquired companies (30,390) -

Investments in tangible fixed assets (3,270) (5,082)

Investments in intangible fixed assets - 100

Repayments on loans issued 900 2,420

Disposals of participations - 16

Cash flow from investing activities (32,760) (2,546)

Repayments on loans from banks (4,939) (6,044)

Repayments on loans from shareholders (4,000) (350)

Repayments on financial lease (521) (433)

New lease received 1,165 -

New loans received from banks 20,000 1,000

Paid to profit share certificates (1,500) (800)

New loans received from shareholders 2,500 3,200

Reserves transferred to shareholders (43,525) (23,500)

Reserves transferred to minority shareholders (2,545) (1,140)

Changes in Supplier finance arrangements (23,946) 15,791

Changes in banks 17,517 8,632

Cash flow from financing activities (39,794) (3,644)

Net cash flow 4,748 (11)

Cash and cash equivalents:

Balance as at 1 January 8,166 7,878

Balance from change in consolidation - 299

Balance from acquired companies 300 -

Movement 4,748 (11)

Balance as at 31 December 13,214 8,166

Financial Statements 2016CONSOLIDATED CASH FLOW STATEMENT


General

B&S Holding S.àr.l. was incorporated in G.D.

Luxembourg on December 13, 2007 as a Société à

Responsabilité Limitée, with a registered address at

18 Place Bleech, Larochette, G.D. Luxembourg.

The Company is registered with the Chamber of

Commerce under number B135944.

In accordance with its Articles of Incorporation,

the object of the Company is the acquisition of

and the participation in other companies, among

others companies that are active in international

(wholesale) trading in consumer goods and food.

Group structure

B&S Holding S.à r.l., G.D. Luxembourg, is an

ultimate holding company that holds amongst

others a 100% participation in the capital of World

Supply Holding Ltd., Malta and a 100% participation

in the capital of B&S Investments B.V., Delfzijl in

The Netherlands, which is the head of an

international conglomerate of relative independent

but interlinked companies.

A full list of Group companies and other

participations required under article 338 of Law of

10th August 1915 on commercial companies, has

been filed with the Chamber of Commerce in

Luxembourg.

New participations

During the financial year the Company

incorporated the following companies:

Company % Date

TCC Services B.V.,

the Netherlands

100% 07-03-2016

Shop & Fly Bremen GmbH,

Germany

100% 22-06-2016

World Supply Services AG,

Swiss

100% 25-01-2016

JTG Trading Hong Kong Ltd,

Hong Kong

77.5% 13-09-2016

Norano Europe, Ireland 100% 06-10-2016

Topbrands Investments B.V.,

the Netherlands

100% 03-08-2016

Hong Kong Glory Trade Ltd.,

Hong Kong

100% 12-09-2016

These companies are consolidated as of the date

of incorporation.

Liquidated participations

During the financial year the Company liquidated

its interest in the following company:

Company % Date

Liro SA, Luxembourg 100% 01-06-2016

Acquisition

During the financial year the Company liquidated

its interest in the following company:

Company % Date

Topbrands Europe B.V.,

the Netherlands

51% 01-08-2016

This participation is consolidated as of the date of

taking over control, which is 1 August 2016.

The acquisition is accounted for using the

purchase accounting method. The purchase price

amounted to € 30,390,000.

Change in consolidation

At 16 February 2016 the Company purchased the

remaining 50% of the shares of Emporium Handels

& Vertriebs GmbH, Germany for the amount of

€ 975,000. As from that date Emporium Handels &

Vertriebs GmbH is 100% consolidated.

The acquisition is accounted for using the

“Economic Entity Concept’. The difference

between purchase price and the minority share in

the assets and liabilities amount to € 811,313 is

recorded in the equity.

Principles of consolidation

The consolidated financial statements of the

Company incorporate the financial information of

the Group companies. The financial information of

the Group companies is fully incorporated into the

consolidated financial statements with the

exclusion of intercompany relationships and

transactions.

Financial Statements 2016NOTES TO THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT


Third-party shares in the capital and result of

Group companies are stated separately in the

consolidated financial statements

The results of newly acquired Group companies

are consolidated from the date of acquisition.

The assets, provisions and liabilities of acquired

Group companies are valued at the fair value on

the date of acquisition. Goodwill paid is capitalised

and amortised over the economic lifetime.

The result of divested participations is included in

the consolidation until the moment of divestment.

General accounting principles

As of 2012, the consolidated financial statements

have been prepared in accordance with Title 9

Book 2 of the Dutch Civil Code, as approved by the

Luxembourg Ministry of Justice. The particular

differences and reclassifications in equity and net

result between Dutch GAAP and Luxembourg

GAAP are presented in the notes of the Group’s

financial statement and on page 95.

The Company’s financial statements are prepared

in accordance with legal and regulatory

requirements in Luxembourg (Lux GAAP).

The consolidated financial statements are prepared

on the basis of the historical cost, unless stated

otherwise.

Valuation of assets and liabilities and determination

of the result takes place under the historical cost

convention, unless presented otherwise.

Income and expenses are accounted for on

accrual basis. Profit is only included when realized

on the balance sheet date. Liabilities and any losses

originating before the end of the financial year are

taken into account if they have become known

before preparation of the financial statements.

Translation of foreign currency

Assets and liabilities stated in foreign currencies are

translated at the exchange rate prevailing on the

balance sheet date. The exchange differences

resulting from the translation as at balance sheet

date, are recorded in the profit and loss account.

In the profit and loss account foreign currencies

are translated at the exchange rate prevailing at the

moment of settlement.

Foreign group companies and non-consolidated

associated companies outside the Netherlands

qualify as carrying on of business operations in a

foreign country, with a functional currency

different from that of the company. For the

translation of the financial statements of these

foreign entities the balance sheet items are

translated at the exchange rate as at balance sheet

date and the profit and loss account items at the

exchange rate at transaction date. The exchange

rate differences that arise are directly deducted

from or added to group equity and recognized in

the translation differences reserve. This likewise

applies to the translation differences on loans that

form part of the net investment in the business

operations abroad.

If business operations in a foreign country with a

different functional currency than that of the

company are disposed of, the cumulative

translation differences are recognized in the profit

and loss account as part of the result from the

disposal of the business operations abroad.

Principles of financial instruments

Financial instruments comprise primary financial

instruments, such as receivables and payables, and

financial derivatives.

The notes to specific balance sheet items disclose

the fair value of the related instruments if this

deviates from the carrying amount. If the financial

instrument is not recorded in the balance sheet the

information regarding the fair value is disclosed in

the notes to the ‘Contingent assets and liabilities’.

For the principles of primary financial instruments

please see the recognition per balance sheet item.

Derivative financial instruments

Upon initial recognition, financial derivatives are

recognised at fair value and then revalued at fair

value as at balance sheet date. The profit or loss

from the revaluation to fair value as at balance

sheet date is recognized directly in the profit and

loss account. If, however, financial derivatives are

eligible for hedge accounting, and hedge

accounting is applied, recognition of this profit or

loss depends on the nature of the hedge.


Costs for the maintenance of tangible fixed assets

are accounted for in the profit and loss account in

the accounting period in which they are incurred.

Tangible fixed assets are capitalised if the

economic ownership held by the company, and its

group companies, is governed by a financial lease

agreement. The commitment arising from the

financial lease agreement is accounted for as a

liability. The interest included in the future lease

instalments is charged to the result over the term

of the financial lease agreement.


Where significant influence is exercised, associated

companies in non-consolidated group companies

are valued under the net asset value method, but

not lower than a nil value. This net asset value is

based on the same accounting principles as

applied by the parent company.

Associated companies with a negative net equity

value are valued at nil. If the company fully or

partly guarantees the liabilities of the associated

company concerned, or has the effective

obligation respectively to enable the associated

company to pay its (share of the) liabilities, a

provision is formed. Upon determining this

provision, provisions for doubtful debts already

deducted from receivables from the associated

company are taken into account.

Where no significant influence is exercised

associated companies are valued at cost and less

impairments in value, if applicable.

Other financial fixed assets

Upon initial recognition the receivables on and

loans to associated companies and other

receivables are valued at fair value and then valued

at amortised cost, which equals the face value,

after deduction of any provisons.

Deferred taxation

Deferred taxes are taken into account for tax losses

carried forward if and insofar as it is expected that

these can be offset within the specified period

according to the regulations of the relevant

jurisdiction. The valuation of the deferred taxes is

based on the normal tax rates applicable in the

country where the company is established.

Provisions for taxes are only deducted from

deferred taxes if the position can be deducted with

the same fiscal entity and reflects the same

maturity.

The Company applies hedge accounting based on

individual documentation per individual hedge

relationship. The Company documents how the

hedge relations suit the risk management goals,

the hedge strategy and the expectation in respect

of the hedge’s effectiveness.

Cost price hedge accounting

The effective part of financial derivatives that have

been assigned for cost price hedge accounting is

valued at cost. By comparing the critical

comparative features of the hedge instrument with

the critical features of the hedged position on

every balance sheet date, it is determined whether

there is an indication for ineffectiveness. In the

event the critical features of the hedge instrument

and the critical features of the hedged position are

not equal, this is an indication that the cost price

hedge contains an ineffective part. In that case a

quantitative ineffectiveness measurement is carried

out by comparing the cumulative change of the

fair value of the hedge instrument with the

cumulative change of the fair value of the hedged

position since the designation of the hedge

relationship. Ineffectiveness is recognized in the

profit and loss account if and insofar as the

quantitative ineffectiveness measurement shows a

(cumulative) loss.

Principles of valuation of assets and liabilities

Intangible fixed assets

Intangible fixed assets are presented at cost less

accumulated amortisation and, if applicable, less

impairments in value. Amortisation is charged as a

fixed percentage of cost, as specified in more

detail in the notes to the balance sheet. The useful

life and the amortisation method are reassessed at

the end of each financial year.


Tangible fixed assets are presented at cost less

accumulated depreciation and, if applicable, less

impairments in value. Depreciation is based on the

estimated useful life and calculated as a fixed

percentage of cost, taking into account any

residual value. Depreciation is provided from the

date an asset comes into use. Land is not

depreciated.


over 2016 (2015: € 2,188,000). The Group operates

various pension schemes. These schemes are

financed through payments to insurance

companies, industry branch pension funds or the

Company pension fund.

Company pension scheme

Pursuant to the Dutch pension system this plan is

financed by contributions to the company pension

fund called Stichting Pensioenfonds B&S.

Participation in this pension fund has been made

obligatory for the applicable B&S companies in

each individual labour agreement of employees of

these applicable B&S companies. This collective

plan is a conditional defined contribution plan.

The accrual of the intended pension entitlements

is always fully funded in the related calendar year

through contribution payments. The pension plan

is a conditional career average plan including – for

both active and inactive participants (sleepers and

retired persons) – conditional granting of

supplements. The granting of supplements

depends on the investment return. The capital

available for the purchase of a pension equals the

investment value as at pension date. The return on

the contribution payments has not been

guaranteed.

The conditional annual accrual of the pension

entitlements amounts to 1.875% of the pensionable

salary that is based on the gross wage net of a

deductible (of € 14,574). The pensionable salary is

capped (at € 100,000). The annual employer-paid

contribution is 22.0% of which 7.0% is contributed

by the employee. The contribution is a fixed

percentage of the pensionable salary and cannot

be changed by the board of the pension fund.

The company pension fund, respectively, has

stated that the funding ratio is 98.9% at

31 December 2016 (2015: 97.0%). Based on the

administrative regulations the group has no other

obligation than the annual contribution payments.

The company pension fund has issued a recovery

plan on 1 July 2015 because the funding ratio was

below the required level set by the authorities.

The result of the recovery plan is that during 2016

the annual employer contribution is raised by 1% to

improve the funding ratio of the pension fund.

This additional measurement was approved by the

authorities on 21 November 2016. Each year the

recovery plan will be evaluated.

Inventory

Inventory is valued at the lower of cost price or net

realisable value, in accordance with the FIFO

system. The lower net realisable value is

determined by individual assessments of the

inventories. The cost price is increased by the

directly related purchasing costs. Net realisable

value is based on estimated selling price, less any

future cost to be incurred for completion and

disposal.

Receivables

Receivables are initially recorded at fair value.

Subsequent valuation is at amortised cost less any

provision deemed necessary. The fair value and

amortised cost equal the face value. This provision

is based on the estimated risk of the inability to

recover the individual debts.

Cash

The cash is valued at face value. If cash equivalents

are not freely disposable, then this has been taken

into account upon valuation.

Third-party share in Group equity

The share of third parties in the group equity

concerns the minority interest of third parties in

the shareholders’ equity of consolidated

companies. In the profit and loss account the

share of third parties in the result of consolidated

companies is deducted from the group result.

If the losses attributable to the minority interest of

third parties exceed the minority interest of third

parties in the shareholders’ equity of the

consolidated companies, the difference – as well

as any further losses – will be fully charged to

B&S Holding S.àr.l., unless and insofar as the

minority shareholder is committed to assume

responsibility for those losses and is able to do so.

If the consolidated companies once again

generate profit, these profits will fully be debited

B&S Holding S.àr.l., until the losses for which

B&S Holding S.àr.l. has assumed responsibility have

been recovered.

Pension schemes

The charge for the year has been included under

the heading personnel expenses in the profit and

loss account. As at 31 December 2016, there are

no obligations for which a pension provision has

been included, as was the case as at 31 December

2015. The pension contribution charged to the

profit and loss account amounts to € 2,668,000


The annual accrual of the pension entitlements

amounts to 1.75% of the pensionable salary that is

based on the gross wage net of a deductible (of

€ 12,866). The pensionable salary is capped (at

€ 52,763). The annual employer-paid contribution

is 19.4% of which 5.119% is contributed by the

employee. Based on the funding ratio and

expected returns the board of the industry pension

fund sets the contribution every year.

The related industry pension fund or company

pension fund, respectively, has stated that the

funding ratio is 107.0% in 2016 (2015: 106.1%).

Based on the administrative regulations the group

has no obligation to make additional contributions

in the event of a deficit other than through higher

future contributions.

Other

The pension obligations are valued according to

the ‘valuation to pension fund approach’.

This approach recognises the contribution payable

to the pension provider as an expense in the profit

and loss account. In some foreign countries in

which the Group is present, there are

governmental pension regulations for which

pension premiums are paid. Based on the nature of

these regulations no valuation is necessary.

Deferred taxation

For amounts of taxation payable in the future, due

to differences between the valuation principles in

the annual report and the valuation for taxation

purposes of the appropriate balance sheet items, a

provision has been formed for the aggregate of

these differences, multiplied by the expected rate

of taxation. These provisions are reduced by

amounts of taxation recoverable in the future in

respect of the carry-forward of unused tax losses,

to the extent that it is probable that future tax

profits will be available for settlement.

Other provisions

Unless stated otherwise the other provisions are

valued at the face value of the expenditures that

are expected to be necessary for settling the

related obligations.

Long-term and short-term liabilities

Upon initial recognition, the loans and liabilities

recorded are stated at fair value and then valued at

amortised cost.

Industry pension schemes –

‘Bedrijfstakpensioenfonds Dranken’


financed by contributions to an industry pension

fund. Participation in the industry pension fund has

been made obligatory in the collective labour

agreement applicable to Anker Amsterdam Spirits

BV and Square Dranken Nederland BV.

The related accrued entitlements are always fully

financed in the related calendar year through – at

least – cost effective contribution payments.

The pension plan is a career average plan including

– for both active and inactive participants (sleepers

and retired persons) – conditional granting of


depends on it the investment return.

The annual accrual of the pension entitlements

amounts to 1.75% of the pensionable salary that is

based on the gross wage net of a deductible (of

€ 19,978). The pensionable salary is capped (at

€ 52,763). The annual employer-paid contribution

is 26.90% of which 9.76% is contributed by the

employee. Based on the funding ratio and

expected returns the board of the industry pension

fund sets the contribution every year.

The related industry pension fund or company

pension fund, respectively, has stated that the

funding ratio is 111.0% in 2016 (2015: 109.4%).

Based on the administrative regulations the group

has no obligation to make additional contributions

in the event of a deficit other than through higher

future contributions.

Industry pension schemes –

‘Bedrijfstakpensioenfonds voor de detailhandel’


financed by contributions to an industry pension

fund. Participation in the industry pension fund has

been made obligatory in the collective labour

agreement applicable to Koninklijke Capi-Lux

Holding BV.

The related accrued entitlements are always fully

financed in the related calendar year through – at

least – cost effective contribution payments.

The pension plan is a career average plan including

– for both active and inactive participants (sleepers

and retired persons) – conditional granting of


depends on it the investment return.


consolidated profit and loss account. This result is

determined on the basis of the accounting

principles applied by the parent company. Where

no significant influence is exercised, the dividend

income is accounted for in the profit and loss as

financial income.

Principles for preparation of the consolidated cash flow statement

The cash flow statement is prepared in accordance

with the direct method.

The cash and cash equivalents included in the

cash flow statement comprise the balance of liquid

assets. Cash flow in foreign currencies is translated

at an estimated average exchange rate.

Corporate income tax, received and paid interest

and received dividends are included as cash flow

from operating activities. Share issues and paid-out

dividends are included as cash flow from financing

activities.

Transactions that do not involve the exchange of

cash or cash equivalents, including financial leases,

are not included in the cash flow statement. Lease

instalment payments resulting from financial lease

contracts are included as a financing activity

expense insofar as they relate to repayments and

as an operating activity expense insofar as they

relate to interest payments.

The acquisition price of acquired Group

companies is included under cash flow from

investment activities insofar as payment took place

in cash or cash equivalents.

Principles for the determination of the result

Turnover

Turnover includes income from goods and

services supplied to third parties during the

financial year less V.A.T. and includes excise

invoiced attributable to the turnover.

Revenues ensuing from the sale of goods are

accounted for when all major entitlements to

economic benefits as well as all major risks have

transferred to the buyer. The purchase value of

these goods is allocated to the same period.

Revenues from services are recognised in

proportion to the services rendered, based on the

cost incurred in respect of the services performed

up to balance sheet date, in proportion to the

estimated costs of the aggregate services to be

performed. The cost price of these services is

allocated to the same period.

Purchase value

This includes the total purchase value of the goods

and services, the external costs directly attributable

to the turnover and the exchange rate differences

attributable to the purchase value and exchange

rate differences between the moment of invoicing

and payment of the turnover.

Gross margin

This comprises the turnover less the purchase

value.

Wages and salaries

This comprises the costs of personnel employed

with the Company including social charges,

pension costs and other direct costs direct

attributable to these employees and also includes

the cost of temporary personnel.

Taxation on the result

Corporate income tax is calculated at the

applicable rate on the result for the financial year,

taking into account permanent differences

between profit calculated according to the

financial statements and profit calculated for

taxation purposes, and with which deferred tax

assets (if applicable) are only valued insofar as their

realisation is likely.

Share in result of non-consolidated companies

Where significant influence is exercised over

associated companies, the group’s share in the

associated companies’ results is included in the


1 Fixed assets

Intangible fixed assets

The intangible fixed assets comprise the goodwill paid when participations and activities are acquired and

other intangible fixed assets. Movements during 2016 can be summarized as follows:

Goodwill Concession, Contracts &

Brand names

Total

Balance as at 1 January:

Acquisition costs 29,979 7,603 37,582

Accumulated amortisation (22,774) (4,110) (26,884)

7,205 3,493 10,698

Movements:

Purchase Price Allocation 6,102 11,097 17,199

Amortisation (2,035) (1,428) (3,463)

4,067 9,669 13,736

Balance as at 31 December:

Acquisition costs 28,549 18,734 47,283

Accumulated amortisation (17,277) (5,572) (22,849)

11,272 13,162 24,434

Applied amortisation % 12.5%–20% 10%-33%

Intangible fixed assets are amortised over its useful economic life, defined at the moment of acquisition.

The useful economic lifetime of the goodwill recorded is based on the period which has been considered

to determine the acquisition price, which was more than 5 years.

Impairment testing

The carrying amounts of intangible assets are reviewed on each reporting date to determine whether

there is an indication of impairment. If such an indication exists the recoverable amount of the asset is

estimated based on management’s assumptions of revenue growth and the development of operating

margins and cash flows, assessed using external data.

As the projected annual cash flows for the coming years exceed the carrying value of goodwill

substantially, no impairment was considered necessary in 2016.

Financial Statements 2016NOTES TO THE INDIVIDUAL CONSOLIDATED BALANCE SHEET ITEMS



The movements during 2016 can be summarized as follows:

Land & property Equipment Other tangible fixed assets

Total

Balance as at 1 January:

Acquisition costs 40,444 19,011 13,595 73,050

Accumulated depreciations (22,765) (11,874) (10,308) (44,947)

17,679 7,137 3,287 28,103

Movements:

Investments 53 702 2,645 3,400

Consolidation - 1,706 1,113 2,819

Disposals 2 (13) (35) (46)

Depreciations (1,531) (2,721) (1,810) (6,062)

(1,476) (326) 1,913 111

Balance as at 31 December:

Acquisition costs 40,501 21,738 18,489 80,728

Accumulated depreciations (24,298) (14,927) (13,289) (52,514)

16,203 6,811 5,200 28,214

Applied depreciation 0%-5% 12.5%-20% 20%

Tangible fixed assets include items that are financed by financial leasing. The book value of these items as

at 31 December 2016 amounted to € 1,380,000 (31 December 2015: € 774,000). The group does not hold

legal title of these assets.


31/12/2016 31/12/2015

Participations 1,172 981

Other financial fixed assets 5,450 6,200

Capitalised deferred taxes 23 –

6,645 7,181

Participations

The item ‘Participations’ includes the following companies and the respective interest held:

31/12/2016 31/12/2015

Comptoir & Clos Sas, Limonest, France 50% 50%

Capi-Lux South Africa (PTY) Ltd., Johannesburg, South-Africa 50% 50%


The movements can be summarized as follows:

2016 2015

Balance as at 1 January 981 1,106

Consolidation - (17)

Share in the result for the financial year 198 233

Exchange rate result 134 (112)

Other changes (1) -

Reserves transferred from participations (140) (229)

Balance as at 31 December 1,172 981



2016 2015


New loans granted - 7,170

Repayments (900) (9,340)

5,700 6,600

Reclassification to 'Current assets' (250) (400)


The item ‘Other financial fixed assets’ consists out of the following loans:◾◾ In 2015 the Group granted two loans to a related party for the original amount of € 8,470,000. These

loans are provided to a company where the ultimate shareholders have a significant influence.

No securities have been provided. The applicable interest rate is 10%. The loan will be repaid in total

within six years. In 2016 € 750,000 of the outstanding amount has been repaid. One loan has a

remaining maturity of less than one year for the amount of € 250,000 (2015: € 250,000).

Capitalised deferred taxes

The item ‘Capitalised deferred taxes’ relates to past tax losses carried forward of Group companies.

The movements can be summarised as follows:

2016 2015

Balance as at 1 January 282 415

Transfer to/from profit and loss account (228) (133)

54 282

Reclassification to 'Provisions' (31) (282)

Balance as at 31 December 23 -


2 Current assets

Inventory

31/12/2016 31/12/2015

Value of trade goods 265,280 224,523

Provision for obsolescent inventory (5,828) (4,650)

Prepayments on trade inventory 20,499 21,965

279,951 241,838

The carrying amount of inventory that are valued at lower net realizable value amounts to € 25,824,000

(2015: € 26,897,000). The amount of the write-down during 2016 amounts to € 4,274,000

(2015: € 4,250,000) and has been recognized in profit and loss account as a loss.

Receivables

31/12/2016 31/12/2015

Trade debtors 163,886 144,031

Provision for trade debtors (1,626) (930)

Receivables on participations 338 471

Affiliated companies 8,156 12,493

Tax receivables 5,754 4,995

Other receivables and accrued income 11,521 7,479

188,029 168,539

The maturity period of all receivables is less than one year. A provision for doubtful debts was formed

during the financial year amounting to € 692,000 (2015: € 467,000) that was charged to the profit and

loss account.


3 Group equity

For the details of the shareholders’ equity see the notes to the Company balance sheet.

The differences and reclassification in equity between Dutch GAAP and Luxembourg GAAP can be

presented as follows:

31/12/2016 31/12/2015

Legal entity share in Group Equity (Dutch GAAP) 192,436 178,780

Deferred taxation – 1,121

Shareholders' Equity (Luxembourg GAAP) 192,436 179,901

The differences and reclassification in Company’s net result between Dutch GAAP and Luxembourg GAAP

can be presented as follows:

31/12/2016 31/12/2015

Consolidated net result (Dutch GAAP) 57,390 57,963

Deferred taxation (1,121) (335)

Company net result (Luxembourg GAAP) 56,269 57,628

Up and to 31 December 2015 deferred tax assets are not being recognized in the Company’s Balance

sheet under Luxembourg GAAP. Changes during the year in these balance sheet items are recorded in the

profit and loss account, according to Luxembourg GAAP.

Third-party share in Group equity

This concerns the third-party share in the following companies:

31/12/2016 31/12/2015

J.T.G. Holding B.V., Dordrecht, the Netherlands 49% 49%

Emporium Handels & Vertriebs GmbH, Erlensee, Germany - 50%

Parfumtrend GmbH, Rodenbach, Germany 50% 50%

J.T.G. WWL S.àr.l., Larochette, G.D. Luxembourg 49% 49%

Topbrands Europe B.V., Utrecht, the Netherlands 49% -

Profit rights:

B&S Investments B.V., Delfzijl, the Netherlands 100% 100%


2016 2015


Profit rights 2,623 2,037

Reserves transferred to minority shareholders (2,545) (1,140)

Reserves transferred to profit right certificates (1,500) (800)

Economic Entity Concept changes (164) -

Consolidation 12,676 17

Third-party share in the result 5,862 4,161

Other changes 2 -



4 Provisions 31/12/2016 31/12/2015

Deferred taxation 1,141 1,121

Pension provisions 35 36

Other provisions 968 547

2,144 1,704

Deferred taxation


2016 2015


Consolidation 106 -

Transfer to 'Short term liabilities' (399) (468)

1,110 1,403

Reclassification from 'Capitalised deffered taxes' 31 (282)


As at 31 December 2016 the amount of ‘Deferred taxation’ falling due within one year was € 280,000

(31 December 2015: € 204,000).

Pension provision

The provision for pension obligations consists of a provision for pensions of former personnel that have

taken effect and are valued at the discounted value with the application of an actuarial rate of interest of

4%. The maturity of the provision is less than 5 years. The movements can be summarized as follows:

2016 2015


Transfer to/from profit and loss account (1) (2)

Balance as at 31 December 35 36

Other provisions

The ‘Other provisions’ concerns possible claims. The maturity of the provision is less than 5 years.


2016 2015


Transfer to/from profit and loss account 421 354



5 Long-term liabilities 31/12/2016 31/12/2015

Loans from banks 20,550 5,295

Loans from minority shareholders 2,625 4,125

Financial lease 1,534 1,008

Other long-term liabilities 825 860

25,534 11,288

Loans from banks

The ‘Loans from banks’ comprised a number of loans with the following details and modalities:

Loan 1 Loan 2 Loan 3 Loan 4 Loan 5 Loan 6 Loan 7 Total

Balance as at

1 January 120 371 5,175 750 3,450 - - 9,866

New Loans

received - - - - - 20,000 - 20,000

Consolidation - - - - - - 750 750

Repayments - (371) (3,450) (200) (550) - (100) (4,671)

120 - 1,725 550 2,900 20,000 650 25,945

Under short-

term liabilities (120) - (1,725) (200) (550) (2,800) - (5,395)

Balance as at

31 December - - - 350 2,350 17,200 650 20,550

Original loan

amount 120 2,475 17,250 8,250 20,000 1,000

Interest rate base fixed

3 month

Euribor

3 month

Euribor

3 month

Euribor

3 month

Euribor fixed

Interest rate/

margin 10% +1.25% +1.25% +1.25% +2.00% +2.95%

Security none (1) (1) (2) (1) none(1) Pledge on shares of the specific involded company have been provided.

(2) This item relates to a mortgage loan with real estate as underlying security.

Movements in the ‘Loans from banks’ can be specified as follows:

2016 2015


New loans received 20,000 -

Consolidation 1,018 -

Repayments (4,939) (5,055)

25,945 9,866

Reclassification to ‘Short-term liabilities’ (5,395) (4,571)



Loans from minority shareholders

The item ‘Loans from minority shareholders’ consists out of the following loans:◾◾ A loan for the original amount of € 4,000,000. The applicable interest rate is 4%. The loan repaid in full

during 2016.◾◾ A loan for the original amount of € 125,000. The applicable interest rate is 4%. No repayments are

agreed upon. The current outstanding amount equals the original amount. No securities have been

provided.◾◾ A loan for the original amount of € 2,500,000. The applicable interest rate is 5%. Repayment is in full as

at 31 December 2018. The current outstanding amount equals the original amount. No securities have

been provided.


2016 2015


Consolidation - 125

New loans received 2,500 4,000

Repayments (4,000) (1,150)


Financial lease

The movements of the ‘Financial lease’ can be summarized as follows:

2016 2015


New financial lease 1,295 -

Consolidation 12 -

Repayments (521) (323)

2,129 1,343

Reclassification to ‘Short-term liabilities’ (595) (335)


The interest rate on the financial lease is 3.2%.

The book value of the leased material as at 31 December 2016 amounted to € 1,380,000 (31 December

2015: € 774,000).


Other long-term liabilities

The movements of the ‘Other long-term liabilities’ can be summarized as follows:

2016 2015


Transfer to Profit & Loss account (35) (34)

860 895

Reclassification to ‘Short-term liabilities’ (35) (35)


The ‘Other long-term liabilities’ comprise of an ‘InvesteringsPremieRegeling (IPR)’ subsidy with an original

amount of € 1,264,000, which is being reduced with € 35,000 per year.

The maturity and related value of the long-term liabilities as per 31 December 2016 is as follows:

< 1 year 1 < > 5 years > 5 years Total

Loans from banks 5,395 20,400 150 25,945

Loans from minority shareholders - - 2,625 2,625

Financial lease 595 1,534 - 2,129

Other long-term liabilities 35 140 685 860

6,025 22,074 3,460 31,559

6 Short-term liabilities

The ‘Short-term liabilities’ can be specified as follows:

31/12/2016 31/12/2015

Banks 186,935 142,036

Repayments on long-term liabilities 6,025 4,941

Supplier finance arrangements 10,500 34,446

Trade creditors 52,270 52,004

Taxes and social security charges 13,716 9,415

Other liabilities and accrued expenses 18,395 14,333

287,841 257,175

The maturity period of the ‘Short-term liabilities’ is less than one year.


Banks

The modalities on credit facilities provided by banks can be specified as follows:

31/12/2016 31/12/2015

Total level of credit facilities granted to the Company and subsidiaries 332,374 270,491

Average margin on interest rate (1 month Euribor) 1.36% 1.47%

Average liquidity margin N/A N/A

The following securities have been provided:◾◾ Pledge on fixed assets, inventory and receivables;◾◾ Pledge on transport, credit, and storage and fire/damage insurance.

The Company entered into derivative financial instruments with various financial institutes relating to

interest rate swaps.

The following derivative financial positions were held by the company as per 31 December 2016:

Transaction value

Fair value

Interest rate swap 50,000 (1,110)

The interest rate swap, swapping the 1 month euribor interest for a fixed interest of 0.485%, is closed for

the period August 2014 up until August 2019.

Repayments on long-term liabilities

The ‘Repayments on long-term liabilities’ comprise the repayments on ‘Long-term liabilities’ due in the

preceding year.

Supplier finance arrangements

Supplier finance arrangement is a liability towards a company owned by a financial institution who

facilitates the purchasing of a part of the inventory. This company is receiving a predetermined

remuneration for facilitating the purchases under the agreement with this company. This company is the

legal owner of the purchased inventory. In order to minimize the remuneration, B&S Holland Trading

Group B.V. guaranteed that any inventory older than 180 days will be purchased from this company by

B&S Holland Trading Group B.V. or (one) of its subsidiaries. In order to properly reflect that undertaking,

B&S Holding S.àr.l., the economical ownership of the inventory and the related liability as ‘Inventory’ and

‘supplier finance arrangements’.

Taxes and social security charges

31/12/2016 31/12/2015

Corporate income tax 3,698 4,874

V.A.T. 6,323 3,383

Duties 2,339 351

Social security and income taxes 1,356 807

13,716 9,415

Other liabilities and accrued expenses

The item ‘Other liabilities and accrued expenses’ includes pension charges amounting to € 192,000 as at

31 December 2016 (31 December 2015: € 33,000).


Contingent assets and liabilities

Guarantees

31/12/2016 31/12/2015

Total maximum level of guarantee facility granted to the Group 26,000 26,000

Issued guarantees in relation to import duties 9,095 8,680

Issued guarantees in relation to rental agreements 1,119 1,656

Other issued guarantees 2,325 10,269

12,539 20,605

Operational leases

This concerns operational leases on vehicles with leasing companies.

31/12/2016 31/12/2015

Annual obligations 587 578

The maturity and related value of outstanding operational leases is as follows:


Operational leases 587 562 - 1,149

Rental agreements

The Group has entered into the long-term rental agreements.

Apart from the rental agreement for the office in G.D. Luxembourg, the annual rental charges are adjusted

for indexation each year.

The maturity and related value of outstanding rental agreements is as follows:


Rental agreements 6,970 24,206 1,786 32,962

Concession fee

The Group has entered into long-term concession agreements. The maturity of these agreements is

between 1 and 7 years. The amounts involved are based on the turnover of the particular agreement.


1 Turnover

The distribution of turnover over the divisions can be specified as follows:

2016 2015

B&S Holland Trading Group 817,466 829,835

B&S 398,592 399,565

Royal Capi-Lux 91,630 87,547

B&S World Supply 61,978 42,478

Elimination (30,177) (21,132)

1,339,489 1,338,293

The distribution of turnover over the product groups can be specified as follows:

2016 2015

Liquors & Tobacco 511,201 557,556

Perfumes & Cosmetics 331,571 394,721

Food & Beverages 220,850 206,512

Electronics 92,022 88,111

Health & Beauty 143,560 64,173

Other 40,285 27,220

1,339,489 1,338,293

The distribution of turnover over the geographical regions can be specified as follows:

2016 2015

The Netherlands 290,828 241,819

Rest of Europe 473,509 462,572

Rest of the world 575,152 633,902

1,339,489 1,338,293

2 Purchase value2016 2015

Purchase value of turnover 1,068,908 1,085,504

Exchange rates differences 2,625 6,707

Other external costs related to turnover 81,723 65,748

1,153,256 1,157,959

Financial Statements 2016NOTES TO THE INDIVIDUAL CONSOLIDATED PROFIT AND LOSS ACCOUNT ITEMS


3 Wages and salaries

The distribution of wages and salaries can be specified as follows:

2016 2015

Salary costs 35,897 32,914

Social security charges 5,130 4,566

Pension costs 2,668 2,188

Other personnel costs 3,309 2,962

47,004 42,630

Temporary staff 14,588 14,469

61,592 57,099

Staff

The average number of staff employed by the Company during 2016 was 886 (2015: 744). In 2016 228

employees were employed outside of the Netherlands (2015: 144).

2016 2015

B&S Holland Trading Group 354 238

B&S 276 278

Royal Capi-Lux 188 182

B&S World Supply 40 29

Other 28 17

886 744

4 Depreciation and amortisation of fixed assets 2016 2015

Amortisation costs intangible fixed assets 3,463 3,066

Depreciation costs tangible fixed assets 6,062 5,522

9,525 8,588

5 Other operating expenses 2016 2015

Premises 10,931 10,358

Personnel related costs 4,949 4,774

Overhead expenses 3,462 4,139

External advice 5,800 5,347

ICT expenses 7,237 6,289

Other operating expenses 6,135 9,567

38,514 40,474


The costs of Deloitte Accountants B.V., the Netherlands and Deloitte Audit S.àr.l., G.D. Luxembourg which

is directly attributable to the financial year to the Group are incorporated in the ‘External advisory’ and

specified as follows:

2016 2015

Audit assignments for Annual Reports 800 525

Other audit assignments 25 -

Other advisory 25 25

850 550

Transactions with affiliated parties

2016 2015

Premises rented from affiliated companies 4,825 4,513

6 Financial income and expenses

The distribution of ‘Financial income and expenses’ can be specified as follows:

2016 2015

Interest related to bank facilities 3,481 3,929

Interest received from Group companies – (816)

3,481 3,113

7 Result of participations 2016 2015

Share in the result of non-consolidated participations 198 233

198 233

8 Taxation on the result

The effective tax rate for 2016 of 10.2% (2015: 10.0%) stated in the profit and loss account deviates from the

nominal rate of 25% applicable in the Netherlands due to the use of fiscal facilities, corrections related to

preceding years and deviating tax percentages being applicable to a number of foreign Group companies.


9 Third-party share in the result

This concerns the third-party share in the following companies:

31/12/2016 31/12/2015

J.T.G. Holding B.V., Dordrecht, the Netherlands 49% 49%

Emporium Handels & Vertriebs GmbH, Erlensee, Germany - 50%

Parfumtrend GmbH, Rodenbach, Germany 50% 50%

J.T.G. WWL S.àr.l., Larochette, G.D. Luxembourg 49% 49%

Topbrands Europe B.V., Utrecht, the Netherlands 49% -

Profit rights:

B&S Investments B.V., Delfzijl, the Netherlands 100% 100%


Report on the consolidated financial statements

We have audited the accompanying consolidated

financial statements of B&S Holding S.à r.l. (page

64 – 88 Annual Report 2016), which comprise

the consolidated balance sheet as at December

31, 2016, and the consolidated profit and loss

account, comprehensive statement of changes

in equity and the consolidated statement of cash

flow for the year then ended, and a summary of

significant accounting policies and other

explanatory information.

Responsibility of the Board of Managers for the

consolidated financial statements

The Board of Managers is responsible for the

preparation and fair presentation of these

consolidated financial statements in accordance

with Generally Accepted Accounting Standards

in the Netherlands relating to the preparation of

the consolidated financial statements, and for

such internal control the Board of Managers

determines is necessary to enable the

preparation of consolidated financial statements

that are free from material misstatement,

whether due to fraud or error.

Responsibility of the réviseur d’entreprises

agréé

Our responsibility is to express an opinion on

these consolidated financial statements based

on our audit. We conducted our audit in

accordance with International Standards on

Auditing as adopted for Luxembourg by the

Commission de Surveillance du Secteur

Financier. Those standards require that we

comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance

whether the consolidated financial statements

are free from material misstatement.

An audit involves performing procedures to

obtain audit evidence about the amounts and

disclosures in the consolidated financial

statements. The procedures selected depend on

the réviseur d’entreprises agréé ‘s judgement,

including the assessment of the risks of material

misstatement of the consolidated financial

statements, whether due to fraud or error.

In making those risk assessments, the réviseur

d’entreprises agréé considers internal control

relevant to the entity’s preparation and fair

presentation of the consolidated financial

statements in order to design audit procedures that

are appropriate in the circumstances, but not for

the purpose of expressing an opinion on the

effectiveness of the entity’s internal control.

An audit also includes evaluating the

appropriateness of accounting policies used and

the reasonableness of accounting estimates made

by the Board of Managers, as well as evaluating the

overall presentation of the consolidated financial

statements.

We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a

basis for our audit opinion.

Opinion

In our opinion, the consolidated financial

statements give a true and fair view of the

consolidated financial position of B&S Holding

S.àr.l. as of December 31, 2016, and of its financial

performance and its consolidated cash flows for

the year then ended in accordance with the

Generally Accepted Accounting Standards in the

Netherlands relating to the preparation of the

consolidated financial statements.

Other information

The Board of Managers is responsible for the other

information. The other information comprises the

information included in the consolidated

management report but does not include the

consolidated financial statements and our report

of Réviseur d’Entreprises Agréé thereon.

Our opinion on the consolidated financial

statements does not cover the other information

and we do not express any form of assurance

conclusion thereon.

REPORT OF THE REVISEUR D’ENTREPRISES AGREE

Financial Statements 2016


In connection with our audit of the consolidated

financial statements, our responsibility is to read

the other information and, in doing so, consider

whether the other information is materially

inconsistent with the consolidated financial

statements or our knowledge obtained in the audit

or otherwise appears to be materially misstated.

If, based on the work we have performed,

we conclude that there is a material misstatement

of this other information, we are required to report

this fact. We have nothing to report in this regard.

Report on other legal and regulatory requirements

The consolidated management report is consistent

with the consolidated financial statements and has

been prepared in accordance with the applicable

legal requirements.

For Deloitte Audit, Cabinet de révision agréé

Eddy Termaten, Réviseur d’entreprises agréé

Partner

February 17, 2017



4COMPANY FINANCIAL STATEMENTS 2016

Company balance sheet 92

Company profit and loss account 94

Comprehensive statement of changes

in equity 95

Notes to the company balance sheet

and profit and loss account 97

Notes to the individual balance

sheet items 99

Notes to the individual profit and

loss account items 102



Assets(In thousands of euros, before appropriation of result)

Note 31/12/2016 31/12/2015

Subscribed capital unpaid - -

I. Subscribed capital non called - -

II. Subscribed capital called but unpaid - -

Formation expenses 109 70

Fixed assets 1 171,809 141,195

III. Financial fixed assets 171,809 141,195

1. Shares in affiliated undertakings 171,809 140,945

6. Other loans - 250

Actif circulant 2 31,888 44,879

I. Stocks

3. Finished goods and merchandise - -

II. Debtors

1. Receivables resulting from sales and from the

provision of services

a) becoming due and payable within one year - 3

2. Amount owed by affiliated undertakings

a) becoming due and payable within one year

3. Amounts owed by undertakings with which

theundertaking is linked by virtue of participating

interest

a) becoming due and payable within one year 22,124 33,023

4. Other receivables


IV. Cash at bank, cash in postel cheque accounts,

cheques and cash in hand 338 308

Deferred charges - -

Balance sheet total (assets) 203,697 186,074

Company Financial Statements 2016COMPANY BALANCE SHEET


Capital, reserves and liabilities

Note 31/12/2016 31/12/2015

Capital and reserves 3 192,436 179,901

I. Subscribed capital 5,238 5,238

IV. Reserves

1. Legal reserve 125,449 93,910

V. Results brought forward 49,005 46,625

VI. Results for the financial year 56,269 57,628

VII. Interim dividends (43,525) (23,500)

VIII. Capital investments subsidies

Provisions - -

1. Provisions for pensions and similar obligations - -

2. Provisions for taxations - -

3. Other provisions - -

Creditors 4 11,261 6,173

4. Amounts due to trade creditors

a) becoming due and payable within one year - -

6. Amounts owed to affiliated undertakings


8. Other creditors

a) Tax debts 83 -

b) Social security debts 2 1

c) Other debts

i) becoming due and payable within one year 27 313

Deferred charges - -

Balance sheet total (capital, reserves and liabilities) 203,697 186,074



Note 2016 2015

Net turnover 1 27,113 29,975

b) Other external charges 86 65

Staff costs 2 109 70

a) Wages and salaries 97 62

b) Social security costs 12 8

ii) other social security costs 12 8

Other operating expenses 3 2,428 2,865

Income from participating interest 31,212 29,815

a) from affiliated undertakings 31,212 29,815

Other interest receivables 808 931

a) from affiliated undertakings 599 861

b) other interest and financial income 209 70

Tax on results 4 241 93

Results after taxation 56,269 57,628

Results for the financial year 56,269 57,628

Company Financial Statements 2016COMPANY PROFIT AND LOSS ACCOUNT



The comprehensive statement of changes in equity consist of the changes in equity according to

Luxembourg GAAP and reconciled to the consolidated equity according to Dutch GAAP.

Share capital

Legal reserve

Other reserves

Results Legal entity share

Balance as at 1 January 2015 5,238 74,064 21,632 45,052 145,986

Reserves transferred to:

Shareholders - - (23,500) - (23,500)

Minority shareholders - - - - -

Profit share certificates - - - - -

Other transactions:

Result preceding financial year - - 45,052 (45,052) -

Profit rights - - - - -

Divested participations - - - - -

Exchange rate translation - - (208) - (208)

Transfer to/from Legal reserve - (9,445) 9,445 - -

Result current financial year - 29,815 (29,815) 57,628 57,628

Deferred taxation - - - - -

Other changes - - (5) - (5)

Balance as at 31 December 2015 5,238 94,434 22,601 57,628 179,901


Shareholders - - (43,525) - (43,525)

Minority shareholders - - - - -

Profit share certificates - - - - -

Other transactions:

Result preceding financial year - - 57,628 (57,628) -

Profit rights - - - - -

Exchange rate translation - - 600 - 600

Transfer to/from Legal reserve - (197) 197 - -

Result current financial year - 31,212 (31,212) 56,269 56,269

Economic Entity Concept changes - - (811) - (811)


Other changes - - 2 - 2

Balance as at 31 December 2016 5,238 125,449 5,480 56,269 192,436

Company Financial Statements 2016COMPREHENSIVE STATEMENT OF CHANGES IN EQUITY


Legal entity share

GAAP adjustments

NL-LUX

Share-holders’

equity

Minory equity

Total

Balance as at 1 January 2015 145,986 (1,456) 144,530 11,303 155,833


Shareholders (23,500) - (23,500) - (23,500)

Minority shareholders - - - (1,140) (1,140)

Profit share certificates - - - (800) (800)

Other transactions:

Result preceding financial year - - - - -

Profit rights - - - 2,037 2,037

Divested participations - - - - -

Exchange rate translation (208) - (208) - (208)

Transfer to/from Legal reserve - - - - -

Result current financial year 57,628 335 57,963 4,161 62,124


Other changes (5) - (5) 17 12

Balance as at 31 December 2015 179,901 (1,121) 178,780 15,578 194,358


Shareholders (43,525) – (43,525) - (43,525)

Minority shareholders - – - (2,545) (2,545)

Profit share certificates - – - (1,500) (1,500)

Other transactions:

Result preceding financial year - – - - -

Consolidation - – - 12,676 12,676

Profit rights - – - 2,037 2,037

Exchange rate translation 600 – 600 - 600

Transfer to/from Legal reserve - – - - -

Result current financial year 56,269 1,121 57,390 6,448 63,838

Economic Entity Concept changes (811) – (811) (164) (975)

Deferred taxation - – - - -

Other changes 2 - 2 2 4

Balance as at 31 December 2016 192,436 - 192,436 32,532 224,968


General

The financial statements are prepared in accordance with legal and regulatory requirements in

Luxembourg (Lux GAAP). In order to improve the financial information, the presentation of the Company’s

balance sheet and profit and loss account slightly deviates from previous years, which has no impact on

the true and fair view of the financial position of the Company.

The financial statements are prepared on the basis of the historical costs, unless stated otherwise. Assets

and liabilities are stated at nominal value.

Expenses and income are attributed to the year to which they relate. Profits are only recognized to the

extent to which they have been realized on the balance sheet date.

Liabilities and possible losses originating before the end of the financial year are taken into account if they

were known before the financial statements were prepared.


Receivables and short-term liabilities

The Company’s receivables and short-term liabilities are initially stated at fair value. Subsequent

measurements are at amortized costs less provision for impairment.

Short-term liabilities

Upon initial recognition, the loans and liabilities recorded are stated at fair value and then valued at

amortised cost.

Principles for the determination of the net result

Turnover

Turnover includes income from management services supplied to Group companies during the financial

year less V.A.T. and exchange rate differences attributable to the turnover.

Operating expenses

Operating expenses and contingent rentals are recognized as an expense in the period in which they are

occurred.

Foreign currencies

The financial statements of the Company are presented in the currency of the primary economic

environment in which the entity operates (its functional currency). For the purpose of the financial

statements, the results and financial positions are expressed in euros, which is the functional currency of

the Company and the presentation currency for the financial statements. In preparing the financial

statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are

recorded at the rates of exchange prevailing at the dates of the transactions.

Company Financial Statements 2016NOTES TO THE COMPANY BALANCE SHEET AND PROFIT AND LOSS ACCOUNT


At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the

rates prevailing at the balance sheet date. Non-monetary items carried at fair value that are denominated

in foreign currencies are retranslated at the rates prevailing at the date when the fair value was

determined. Non-monetary items that are measured in terms of historical cost in foreign currency are not

retranslated.

For the purpose of presenting financial statements, the assets and liabilities of the Company’s foreign

operations are expressed in euros using exchange rates prevailing at the balance sheet date.

Income and expense items are translated at the average exchange rates for the period, unless exchange

rates fluctuated significantly during that period, in which case the exchange rates at the dates of the

transactions are used.

Exchange differences arising, if any, are classified as equity and recognized in the Group’s foreign

currency translation reserve. Such exchange differences are recognized in profit or loss in the period in

which the foreign operation is disposed of.

Taxation on the result

Corporate income tax is calculated at the applicable rate on the result for the financial year, taking into

account permanent differences between profit calculated according to the financial statements and profit

calculated for taxation purposes, and with which deferred tax assets (if applicable) are only valued insofar

as their realisation is likely.



Participation in Group companies and other participations are valued using the equity movement method

insofar as this value is not less than nil. The equity movement method is based on the net asset value,

which is determined on the basis of the accounting principles applied by the parent company.

With the incorporation of B&S Holding S.à r.l., the participating interest in B&S Investments B.V.,

the Netherlands has not been valued at acquisition costs per the date of December 13, 2007, but at the

amount corresponding to the proportion of net equity of B&S Investments B.V., the Netherlands

attributable to B&S Holding S.à r.l. as per article 58 of the law of 19 December 2002.

Principles for the determination of the result

Share in result of affiliated companies

Where significant influence is exercised over participations, the Group’s share in the participations’ results

is included in the profit and loss account.

This result is determined on the basis of the accounting principles applied by the Company.


1 Fixed assets


31/12/2016 31/12/2015

Participation in Group companies 171,809 140,945

Other financial fixed assets - 250

171,809 141,195

Participation in Group companies

As described in the accounting policies the participation in Group companies are accounted for on the

proportionate net equity base.


2016 2015


Reserves transferred from Group companies (197) (9,445)


Acquisition of participations - 103

Result for the financial year 31,212 29,815

Valuation of participations 660 186

Other changes - (1)




2016 2015

Balance as at 1 January 250 8,470

Repayments - (8,220)

250 250

Reclassification to 'Current assets' (250) -

Balance as at 31 December - 250

In 2014, the Company granted a loan to a related party, with the following modalities:

31/12/2016

Loan amount 250

Interest rate 10

Repayments per year None

Securities None

Maturity < 1 year 250

Maturity 1 <> 5 years –

Company Financial Statements 2016NOTES TO THE INDIVIDUAL BALANCE SHEET ITEMS


2 Current assets

Receivables

31/12/2016 31/12/2015

Trade debtors - 3

Receivables from subsidiaries 22,124 33,023

Receivables from affiliated companies 250 250

Receivables from participants 8,156 10,743

Tax receivables 889 498

Other receivables and accrued income 131 54

31,550 44,571

The item ‘Receivables from affiliated companies’ comprise of receivable amounts with respect to services

for affiliated companies. The position is accepted by both the Company and the affiliated companies

based on a short-term basis.

None of the receivables are past due at the balance sheet date. No provisions for impairment have been

recorded.

3 Shareholders’ equity

The changes and specification in equity are given below per equity item.

Issued share capital

The Company’s corporate capital is fixed at € 5,237,875 divided into 209,515 shares, each in a registered

form with a par value of € 25, all subscribed and fully paid up. During both 2016 and 2015 no adjustments

were made.

Legal reserves

This concerns the legal reserve following the valuation at equity value of the subsidiaries of the Company

and the legal reserve of 10% of the outstanding share capital.

31/12/2016 31/12/2015

Legal reserve 10% share capital 524 524

Legal reserve subsidiaries 124,925 93,910

125,449 94,434

There are no movements in the ‘Legal reserve 10% share capital’ for both 2015 and 2016.

The movements in the ‘Legal reserve subsidiaries’ is as follows:

2016 2015


Transfer to Other reserves (197) (9,445)

Results financial year 31,212 29,815



Other reserves

2016 2015


Profit distribution prior financial year 26,416 15,237


Reserves transferred to parent company (43,525) (23,500)

Exchange rate translation adjustments 600 (208)

Transfer from Legal reserves 197 9,445

Other changes 2 (5)


4 Short-term liabilities

The ‘Short-term liabilities’ can be specified as follows:

31/12/2016 31/12/2015

Becoming due and payable < 1 year

Group companies 11,149 5,859

Taxes and social security charges 85 1

Other liabilities and accrued expenses 27 313

11,261 6,173

Contingent assets and liabilities

Rental agreements

The Company makes use of an office in Larochette with a rental term of 1 year. The rental agreement is

renewed every year automatically with one year. Rental costs are € 12,000 per year.

Guarantees

The Company issued a bank guarantee of € 50,000 towards a foreign credit institution and a guarantee of

€ 1,000,000 towards a credit insurance company.


1 Turnover

The net turnover in 2016 comprises of management services to Group companies for a total of

€ 27.1 million (2015: € 30.0 million).

2 Wages and salaries

In 2016, the Company employed two staff members (2015: 1).

3 Other operating expenses 2016 2015

Premises 14 15

Personnel related costs 147 148

Overhead expenses 2,489 2,173

Other operating expenses (222) 529

2,428 2,865

The overhead expenses consist of fees charged by the shareholders.

4 Taxation

The taxation can be summarised as follows:

2016 2015

Result for taxation 56,510 57,721

No income tax applicable:

Result of participations (31,212) (29,815)

Turnover to Group companies (27,113) (29,975)

(1,815) (2,069)

Tax charge during financial year 241 93

241 93

Company Financial Statements 2016NOTES TO THE INDIVIDUAL PROFIT AND LOSS ACCOUNT ITEMS


Other notes

Remuneration of members of the Board of Directors and Supervisory Board

The remuneration of members of the Board of Directors and Supervisory Board charged to the Group

result amounted to:

2016 2015

Board of Managers 3,349 2,731

Supervisory Board 198 184

3,547 2,915

Profit appropriation according to the Articles of Association

The Articles of Incorporation, as stipulated in Articles 19 and 20, can be summarised as follows:

The Company may make distributions from the distributable profit to the shareholders, only insofar as its

equity exceeds the capital increased by the reserves that must be maintained by law.

Profit will be distributed after adoption of the annual accounts evidencing that such distribution is

permitted.

When calculating the appropriation of the profit, the shares held by the Company in its own capital will

not be counted, unless those shares are encumbered with a pledge and the pledgee is entitled to the

profit.

A distribution can be made only by resolution of the General Meeting.

The Company may make interim distributions only if the requirements stated here have been met.

Proposed appropriation of the result for 2016

An amount of € 43,525,000 has been distributed during the year as interim dividend and the remaining

amount of € 12,744,000 will be added to the reserves. This proposed appropriation has not been

accounted for in the annual accounts. The financial statements do not yet reflect this proposal.

Profit appropriation 2015

The 2015 financial statements were approved during the General Meeting on 18 March 2016. The General

Meeting approved the proposed profit appropriation.

Larochette, G.D. Luxembourg, 17 February 2017

Board of Managers

Lebaras Holding S.àr.l.

Represented by

J.B. Meulman, CEO

B.L.M. Schreuders

G. van Laar, CFO

B.L.M. Schreuders

J. Rotteveel

Supervisory Board

W.A. Blijdorp

P.N.S. Luttjehuizen


Report on the annual accounts

We have audited the accompanying annual

accounts of B&S Holding S.à r.l. (page 92-103

Annual Report 2016), which comprise the balance

sheet as at December 31, 2016 and the profit and

loss account for the year then ended, and a

summary of significant accounting policies and

other explanatory information.

Responsibility of the Board of Managers for the

annual accounts

The Board of Managers is responsible for the

preparation and fair presentation of these annual

accounts in accordance with Luxembourg legal

and regulatory requirements relating to the

preparation of the annual accounts, and for such

internal control as the Board of Managers

determines is necessary to enable the preparation

of annual accounts that are free from material

misstatement, whether due to fraud or error.

Responsibility of the Réviseur d’Entreprises

Agréé

Our responsibility is to express an opinion on these

annual accounts based on our audit.

We conducted our audit in accordance with

International Standards on Auditing as adopted for

Luxembourg by the Commission de Surveillance

du Secteur Financier. Those standards require that

we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance

whether the annual accounts are free from

material misstatement.

An audit involves performing procedures to obtain

audit evidence about the amounts and disclosures

in the annual accounts. The procedures selected

depend on the Réviseur d’Entreprises Agréé’s

judgement, including the assessment of the risks

of material misstatement of the annual accounts,

whether due to fraud or error. ln making those risk

assessments, the Réviseur d’Entreprises Agréé

considers internal control relevant to the entity’s

preparation and fair presentation of the annual

accounts in order to design audit procedures that

are appropriate in the circumstances, but not for

the purpose of expressing an opinion on the

effectiveness of the entity’s internal control.

An audit also includes evaluating the

appropriateness of accounting policies used and

the reasonableness of accounting estimates made

by the Board of Managers, as well as evaluating the

overall presentation of the annual accounts.

We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a

basis for our audit opinion.

Opinion

ln our opinion, the annual accounts give a true and

fair view of, the financial position of B&S Holding

S.à r.l. as at December 31, 2016, and of the results

of its operations for the year then ended in

accordance with Luxembourg legal and regulatory

requirements relating to the preparation of the

annual accounts.

Other information

The Board of Managers is responsible for the other

information. The other information comprises the

information included in the management report

but does not include the annual accounts and our

report of Réviseur d’Entreprises Agréé thereon.

Our opinion on the annual accounts does not

cover the other information and we do not express

any form of assurance conclusion thereon.

ln connection with our audit of the annual

accounts, our responsibility is to read the other

information and, in doing so, consider whether the

other information is materially inconsistent with

the annual accounts or our knowledge obtained in

the audit or otherwise appears to be materially

misstated. If, based on the work we have

performed, we conclude that there is a material

misstatement of this other information, we are

required to report this fact. We have nothing to

report in this regard.

REPORT OF THE REVISEUR D’ENTREPRISES AGREE


Report on other legal and regulatory requirements

The management report is consistent with the

annual accounts and has been prepared in

accordance with the applicable legal requirements.

For Deloitte Audit, Cabinet de révision agréé

Eddy R. Termaten, Réviseur d’Entreprises Agréé

Partner

February 17, 2017

DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOI-LETTES WATER HAIR CARE HEALTH & BEAUTY GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES LIQUORS HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VOD-KA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE ELECTRONICS FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VOD-KA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTP-HONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHO-NE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RA-ZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET FOOD & BEVERAGES SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTP-HONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHO-NE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET PERFUMES & COSMETICS SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTP-HONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHO-NE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIES DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR SHOWER GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE RUM HEADPHONE FRUIT SHAMPOO WINE EAU DE TOILETTES HAIR CARE GROCERIESAnnual Report 2016

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GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN CARE … · 2018-02-26 · shower gel beer eye...

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