GEL BEER EYE SHADOW CAMERA VEGETABLE TABLET SKIN …...eye shadow camera vegetable tablet skin care rum headphone fruit shampoo wine eau de toilettes hair care groceries dairy vodka

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 2015

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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 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 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 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 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 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 DAIRY VODKA WATER JUICE FISH SOFT DRINK LIPSTICK WHISKY MEAT SMARTPHONE RAZOR


B&S Holding S.àr.l. Annual Report 2015 1

2 B&S Holding S.àr.l. Annual Report 2015

1

3

24

5 B&S Holding S.àr.l. Annual Report 2015 3

Contents

REPORT OF THE BOARD OF MANAGERS

AT A GLANCE

REPORT OF THE SUPERVISORY BOARD

General 12

Corporate profile 14

Corporate governance 26

Corporate social responsibility 28

Human resources 36

Risk management and internal control 40

Key figures 4

Calendar of events 6

Letter from the Supervisory Board 56

FINANCIAL STATEMENTS 2015

Consolidated balance sheet 60

Consolidated profit and loss account 62

Consolidated cash flow statement 63

Comprehensive statement of changes in equity 64

Notes to the consolidated balance sheet and profit and loss account 66

Notes to the consolidated balance sheet items 72

Notes to the consolidated profit and loss account items 83

Report of the reviseur d’entreprises agree 87

COMPANY FINANCIAL STATEMENTS 2015

OTHER INFORMATION

Company balance sheet 90

Company profit and loss account 92

Notes to the Company balance sheet and profit and loss account 93

Notes to the Company balance sheet items 95

Notes to the Company profit and loss account items 98

Profit appropriation according to the Articles of Association 100

Proposed appropriation of the result for 2015 100

Profit appropriation 2014 100


4 B&S Holding S.àr.l. Annual Report 2015 At a glance

KEY FIGURESAt a glance

(in millions of euros unless stated otherwise) 2015 2014 2013 2012 2011

PROFIT AND LOSS ACCOUNT

Turnover 1,338.3 1,152.2 1,002.1 903.3 825.0

Gross margin 180.3 158.1 138.7 140.1 112.0

As a % of turnover 13.5% 13.7% 13.8% 15.5% 13.6%

EBITDA 82.8 65.0 51.9 59.2 47.2

As a % of turnover 6.2% 5.6% 5.2% 6.6% 5.7%

EBIT 74.2 54.0 42.0 51.7 40.8

As a % of turnover 5.5% 4.7% 4.2% 5.7% 4.9%

Consolidated result 64.2 47.5 35.6 41.4 31.4

Third party share 4.2 1.2 0.9 1.4 1.1

60.0 46.3 34.7 40.0 30.3

As a % of turnover 4.5% 4.0% 3.5% 4.4% 3.7%

BALANCE SHEET

Total assets 464.5 411.7 374.0 335.9 277.6

Current assets 418.5 361.5 323.2 279.1 240.7

Group equity 194.4 155.8 132.4 119.7 94.8

RATIOS

Turnover increase 16.2% 15.0% 10.9% 9.5% 21.8%

Result increase 35.2% 35.7% (11.4%) 31.8% 19.8%

Current assets / total assets 90.1% 87.8% 86.4% 83.1% 86.7%

Solvency 41.8% 37.9% 35.4% 35.6% 34.1%

Return on equity 36.7% 33.0% 26.4% 38.6% 37.1%

At a glance B&S Holding S.àr.l. Annual Report 2015 5

2011

2012

2013

2014

2015

825.0

903.3

1,002.1

1,152.2

1,338.3

2011

2012

2013

2014

2015

112.0

140.1

138.7

158.1

180.3

2011

2012

2013

2014

2015

47.2

59.2

51.9

65.0

82.8

2011

2012

2013

2014

2015

30.3

40.0

34.7

46.3

60.0

2011

2012

2013

2014

2015

94.8

119.7

132.4

155.8

194.4

TURNOVER DEVELOPMENT(in millions of euros)

GROSS MARGIN DEVELOPMENT(in millions of euros)

EBITDA(in millions of euros)

CONSOLIDATED RESULT AFTER THIRD PARTY SHARE(in millions of euros)

GROUP EQUITY(in millions of euros)

€ 1,338.3million

16.2%2014: € 1,152.2 million

€ 180.3million

14.0%2014: € 158.1 million

€ 82.8million

27.4%2014: € 65.0 million

€ 60.0million

29.6%2014: € 46.3 million

€ 194.4million

24.8%2014: € 155.8 million


FEBRUARYGulfood Trade Show 2015 [4]

B&S participates in Gulfood

Trade Show Dubai 2015, the

UAE region’s largest exhibition

in the food industry, keeping an

excellent partnership with the

top Fast Moving Consumer

Goods producers.

B&S partners with

Victoria’s Secret [2]

B&S Paul Global enters into a

distribution agreement with

Victoria’s Secret. Amongst

others B&S Shop Fly at

Eindhoven Airport and B&S

Central Store in Brunssum

become distributor of a broad

assortment of beauty products.

APRILCapi partners with SNI

Capi Global enters into a

partnership with SNI, distributor

of Clöudz travel accessories.

Capi Global becomes exclusive

distributor of Clöudz products

outside of the Americas.

Global Cruise market

meeting [3]

B&S Global Cruise Supply

participates in the Marine Hotel

Association (MHA) trade fair

in Orlando, USA and meets

representatives and decision

makers of major cruise lines.

Goodburry enters

consumer market [5]

B&S starts selling private label

Goodburry retail packages

through supermarkets and

smaller outlets across Africa.

MAYTFWA in Singapore

Capi Global is an exhibitor at the

TFWA Asia Pacific Exhibition &

Conference in Singapore.

Beautyworld Trade Fair

Middle East

HTG Health & Beauty exhibits

at the largest international trade

fair for beauty products and

wellbeing in the Middle East.

B&S in-House day [1]

B&S launches the first edition of

the B&S in-House day where

starters and students get

acquainted with career and

internship opportunities at B&S.

JUNEPresentation Apple MacBook

Capi Retail presents the new

Apple MacBook in Lounge 1 at

Amsterdam Airport Schiphol.

Apple recognises the Capi shop

as a unique platform for their

branding in a high-spending

environment.

EY World Entrepreneur

of the Year

After winning the Dutch award

‘EY Entrepreneur of the Year

2014’, B&S International

represents The Netherlands

at the ‘EY World Entrepreneur

of the Year’ event in Monaco.

Partnership European

Olympic Games Baku

B&S Bosman Global supplies

more than 180 tons of goods

to the Olympic Games in Baku,

Azerbaijan.

CALENDAR OF EVENTSAt a glance

1

2 3

54


6

7 8 10

9



JULYNew store Johannesburg

Capi Retail reopens its new

concept store in Johannesburg

featuring its latest marketing

concepts from ‘Special Offer’

to ‘It’s Exclusive!’

AUGUSTExtension AutoStore

HTG expands AutoStore, a

completely automated storing

and picking system that works

with robots allowing the

company to store and pick

products more efficiently at

reduced costs.

SEPTEMBERNew stores Copenhagen

Airport

After being awarded the

concession, Capi Retail starts

its operations at Copenhagen

Airport with three shops totalling

more than 300 m² of retail

space. The shops are located

in Terminals 2 and 3 and the

airport as a whole serves around

25.6 million passengers annually.

Implementation first phase

corporate IT programme

B&S International implements

the first phase of BiT (B&S

International Technology

programme).

OCTOBERTFWA World Exhibition

Cannes [10]

Capi Global exhibits with a

smart stand at the TFWA World

Exhibition in Cannes, featuring

interactive presentations

projected on two large touch

screens.

New store Lounge 2

Amsterdam Airport Schiphol [7]

Capi Retail opens a new store in

Lounge 2 at Amsterdam Airport

Schiphol. Measuring almost

300 m2, the shop is one of the

largest Capi currently operates.

Anuga trade fair 2015

B&S strengthens partnerships

by participating at the world’s

leading food fair Anuga in

Cologne.

New B&S Crew Shop

Amsterdam Schiphol Airport [6]

B&S Paul Global opens a new

Crew Shop at Amsterdam

Schiphol Airport. The store is

dedicated to crew members

and offers a tailor-made multi

assortment.

DECEMBERB&S expands Dordrecht

premises [8]

Agreement has been reached

with the municipality of

Dordrecht regarding the land

next to the current B&S Logistics

Center whereby B&S may, in the

future, rent around 35,000 m2

of high-quality warehouses.

Opening UN Retail shops

in Mali [9]

In 2015 B&S Paul Global has

expanded its duty free military

retail section by becoming

exclusive operator for five duty

free military shops at the UN

peacekeeping mission in Mali

(MINUSMA).

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 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 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 CA-MERA 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 SMART-PHONE 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 SHA-DOW 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 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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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 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 CA-MERA 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 SMART-PHONE 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 SHA-DOW 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 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

10 B&S International B.V. Annual Report 2015


1B&S International B.V. Annual Report 2015 11

REPORT OF THE BOARD OF MANAGERS

General 12

Corporate profile 14

Corporate governance 26

Corporate social responsibility 28

Human resources 36

Risk management and internal control 40

12 B&S Holding S.àr.l. Annual Report 2015 Report of the Board of Managers

GENERALReport of the Board of Managers

B&S Holding S.àr.l. is an

investment company with

its registered office in the

Grand-Duchy of Luxembourg.

The Company invests success-

fully in companies trading in

Fast Moving Consumer Goods

in niche markets all over the

world.

Strategy

B&S Holding S.àr.l.’s strategy is

based on adding value for both

its clients and its suppliers by

enabling their interests to

converge. The Company

supplies a wide range of goods

to clients in markets which,

because of their geographical

location or other factors, are

inaccessible to most suppliers.

By balancing the needs of both

parties B&S Holding S.àr.l. adds

value to the supply chain.

Its strategy is based on three

basic aspects – the pillars of the

organisation: cost leadership,

client centricity and diversifi-

cation.

Financial performance 2015

In 2015 B&S Holding S.àr.l.

achieved an excellent financial

performance. Turnover rose by

over 16% to € 1,338 million

(2014: € 1,152 million), EBITDA

remained stable at 6.2% of total

turnover (2014: 5.6%) and the net

result exceeded the target set for

the year. In recent years the

Company has maintained its rate

of growth and substantially

improved its profitability. At the

end of 2015 the balance sheet

was in excellent shape: Working

capital was lower than in 2014

and solvency was higher at

41.8% (2014: 37.9%). On the basis

of this solid foundation the

Company has set new,

ambitious, long-term targets and

is looking forward to achieving

the next phase of growth.

Outlook

In the coming years B&S Holding

S.àr.l. will focus on broadening

its earning opportunities and

consistently generating strong

returns as the organisation is

scaled-up. We are confident

that, with the support of our

various business partners and

stakeholders, we will grow

stronger, go further and deliver

more as we continue to sharpen

our competencies.

Report of the Board of Managers B&S Holding S.àr.l. Annual Report 2015 13

The story of our people and their power ENTERPRISING

EXPANDING OUR DUTY FREE MILITARY RETAIL SECTION In 2015, B&S Paul

Global expanded its duty free military retail section, becoming the exclusive operator

of five duty free military shops at the UN peacekeeping mission in Mali. The mission

is one of 16 peacekeeping operations currently being led by the UN, and we’re proud

to be the food service suppliers for nine of them. Ensuring that military and peace-

keeping forces around the world receive supplies on time takes expertise, dedication,

experience, and risk awareness. An unrelenting focus on safety and security, combined

with zero tolerance for error, ensures that our logistical operations make our clients’

lives that little bit more comfortable.


CORPORATE PROFILE

B&S Holding S.àr.l. is a globally

operating holding company

based in Luxemburg that

participates in international

trading enterprises that offer

wholesale and distribution

solutions in niche markets.

These markets include the ship

supply industry, the airline and

military catering industries and

the duty-free market.

The Company focuses on the

wholesale and distribution of

luxury and fast-moving

consumer goods (mainly

A-brands), such as liquors and

beverages, perfumes, cosmetics

and toiletries, confectionary and

electronics

Enterprising, resourceful and personal

At B&S Holding 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 organi-

sation. They are generous with

their talents and their energy.

In return B&S offers them almost

unlimited scope for personal

growth and development.

Advance, expand, 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 1,100 employees 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 innovate

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 our

future.

Report of the Board of Managers

The story of our people and their power


NEW PARTNERSHIPS, NEW SUCCESSES Clients work with us for many reasons.

The most important of which is that we’re much more than just a distributor;

we’re a reliable contract partner. We use our knowledge and experience to develop

practical solutions to clients’ day-to-day challenges, while developing the strategic

value we can offer their business in the future. In 2015, we helped a number of

new partners reach new consumers, including Victoria’s Secret and Clöudz travel

accessories.

The story of our people and their power RESOURCEFUL


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 a

blend of 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 agree-

ments 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.


The DNA of B&S

Reliable

Clients always receive a consist-

ently high level of quality and

service that meets their expecta-

tions. This reliability has enabled

the Company to build long-term

strategic relationships with its

clients. B&S’ business integrity and

transparency further support the

Company’s reputation as a trusted

preferred partner, a trust repre-

sented by our employees.

This DNA is a set of

characteristics that describes

the Group’s identity as

being reliable, successful,

professional, unique, flexible,

efficient, ambitious and

personal. RELIABLE SUCCESSFUL


Flexible

The Company is a responsive

organisation with client-driven

flexibility. The Company is used

to dealing creatively and effec-

tively with unusual problems,

challenges or unanticipated

opportunities and always put the

client first. A nine to five

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 organ-

isation 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.

Professional

The Group is a highly profes-

sional 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-

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.

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 growth of the

business and to take care of the

tasks that are not part of the

client’s core operations.

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 staff. Top-level

service is coupled with constant

business process innovation and

supported by state-of-the-art

technology.

Unique

B&S is unique: in its concept, its

scope and its product-market-

combinations. Its strategy of

business diversification 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.

PROFESSIONAL

UNIQUE

FLEXIBLE

EFFICIENT

AMBITIOUS

PERSONAL



B&S Holland Trading

Group Division

The B&S Holland Trading

Group division (HTG) is

based in Delfzijl, the

Netherlands. The activities

of this division date back to

1974 when the Kamstra

Shipstores company

started duty-free

activities in the North of

the Netherlands. 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 is based

in Dordrecht, the Nether-

lands 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

retail shops at airports in

the Netherlands, Germany,

Denmark, Norway, Sweden

and South Africa, offering a

portfolio of electronics

aimed at the demanding

traveller.

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.

Capi-Lux has capitalised

on its knowledge of and

expertise in the airport

retail business by setting up

a successful organisation

(Capi Global) that supplies

a range of products to

other airport retailers.

Group structure

The main participation of B&S Holding 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 underlying 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 travellers 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’ range 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

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 Holding is the preferred

partner for all niche markets

around the globe that need

consumer goods delivered at the

right place at the right time.

Vision

B&S Holding’s vision is 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. Our strategy is

based on three basic aspects, the

pillars of our organisation.


Mission, Vision and Strategy

SUPPLIERS CLIENTS

B&S Holdingconnects, simplifies and optimises

the supply chainAddedvalue

Addedvalue


Growth is the lifeblood of B&S

International and the primary

pillar 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

energises the organisation.

The growth strategy is based on: � Organic growth combined

with growth through

acquisitions

� Innovation � Quality growth � Diversified growth � Profitable growth � Sustainable growth

BALANCED GROWTH – THREE PILLAR STRATEGYInnovation and quality

Cost leadership

� Economies of scale � Increasing 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 regions in the world � Different product groups � Clients in different sectors

B&S Holding 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 and invest-

ments in ultra-modern and

innovative logistic concepts

and ICT solutions and through

synergy advantages achieved

through the active cooperation

of the various business units

within the Group.

Excellent added-value and

service during and between

business activities makes B&S

Holding a unique business

partner. Added-value forms

the bond between clients

and suppliers and creates

long-term relationships built

on expertise and involvement.

Sales activities are always

combined with a complete

service that includes client

support, customs handling and

transportation. 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 Holding supplies and

sources products at a global

level in different niche markets.

This means the Company is

well diversified in markets,

products and regions and also

has a wide client portfolio.

One of B&S Holding’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 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.


ACHIEVEMENTS IN 2015 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 2015

12.9% 13.5% 1.63 41.8%

Core objectives


NEW CORPORATE IT PROGRAMME During 2015, we began implementing

the first phase of an ambitious new corporate IT programme. Called BiT

(B&S International Technology programme). The programme’s aim is to ensure

we lead from the front, enabling us to continue playing an active role in the

convergence of the supply chain between wholesalers, distributors and retailers.

Achieving this requires investing in innovative technologies, helping us keep pace

of rapidly changing business environments. Introducing innovative new processes

boost efficiency and cost reduction, which we are already utilising for key clients

such as Bol.com and Amazon.

The story of our people and their power VISION


Directors and Supervisors


Board of Managers Supervisory Board

J.B. Meulman, CEO W.A. Blijdorp

G. van Laar, CFO P.N.S. Luttjehuizen

B.L.M. Schreuders

Lebaras Holding S.àr.l.

J.B. Meulman

B.L.M. Schreuders

Andreas Management

Services S.àr.l.

B.L.M. Schreuders

GROUP AUDITORS TAX ADVISORSDeloitte Accountants B.V.

E.R. Termaten

Loyens & Loeff N.V.

R.P.C. Cornelisse

LEGAL ADVISORS CUSTOMS ADVISORSBoonk Van Leeuwen

Advocaten N.V.

J.J. Schelling

Customs Knowledge B.V.

B.J.B. Boersma


ALWAYS DEVELOPING Our people are our greatest asset, and we believe that

investing in their careers from the very start not only makes our company stronger,

it creates a more motivated, better-qualified workforce. During the year we launched

the first edition of the B&S in-House day, which helps students and new entrants

to the job market get acquainted with the full range of career and internship

opportunities available across the Company. For those who go on to have a career

at B&S, this will be the first of many moments where we invest in their personal

development.

The story of our people and their power PERSONAL


“An integral part of Corporate Governance has been assigned to the Internal Audit Department.”

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

Corporate Governance guide-

lines that assist them in carrying

out their responsibilities.

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.

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

supervisory 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 formulating the

Company’s strategy, taking into

account the interests of all its

stakeholders, and for the

Company’s day-to-day opera-

tions. The Board of Managers is

appointed by the General

Meeting of Shareholders and is

based on the creation of an

optimum span of control.

CORPORATE GOVERNANCEReport of the Board of Managers

B&S Holding S.àr.l. is a private limited liability company established 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

Holding 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 Holding is

managed as an integrated global

business.

Shareholders

Supervisory Board

Board of Managers Management Board

HTG

Reportable segments

B&S Capi LegalFinance & Control

Key functions

Tax HR ICT InternalAudit


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 every-

thing 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

emphasise 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

employees 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.

CORPORATE SOCIAL RESPONSIBILITY


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.


The Company accepts its

responsibility for informing

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 (2015: approxi-

mately 2.2%, 2014: 1.7%).

We offer employees a profes-

sionally-equipped fitness area.

Under the guidance of highly

skilled instructors employees

are offered a ‘fit at work

programme’. Fit employees are

less likely to become sick, have

more energy and self-confi-

dence, 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

requirements 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.


NEVER STOP PROGRESSING In 2015, B&S Paul Global opened a new crew shop

at Amsterdam Schiphol Airport. Created exclusively for flight crew members, the

store offers a tailor-made multi assortment of goods and gifts, from jewellery and

watches, perfumes and cosmetics, to liquor and tobacco and an extensive range of

souvenirs, electronics, sunglasses and confectionary items. The store was extensively

re-designed, resulting in an open, attractive area characterised by transparency,

highlighting our understanding of the airport’s vision.

The story of our people and their power ADVANCE


all 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 employees 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 utilised 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

procedures and contingency

plans in place. In accordance

with internal guidelines

employees are expected to

take all due care when handling

the equipment and to follow

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 entrepreneurs.

The initiative of its employees

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

organisation.

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

“The Company considers education to be an important factor for personal development.”

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 Holding issues more

customs documents than

virtually any other organisation

in the Netherlands. 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

extensively 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

(Authorised 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.


and the data of all relations is

updated annually.

In order to avoid corruption,

bribery, fraud and other

unethical behaviour, the

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 Customer

procedure includes the inputting

of all the relevant data (name,

address, e-mail address, website,

VAT number, bank account

number, etc.). The procedure is

applicable for all new relations

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.


The story of our people and their power EXPAND

NEW PREMISES Agreement has been reached with the municipality of Dordrecht

regarding the land next to the current B&S Logistics Center whereby B&S may, in the

future, rent around 35,000 m2 of high-quality warehouses.


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 Holding 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 Holding

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

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 of Managers

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.

2015 1,2572014 1,226

2015 362014 35

Permanent 59%Temporary 41%

2015 8.22014 7.9

AVERAGE NUMBER OF EMPLOYEES

AVERAGE AGE OF EMPLOYEES

PERMANENT / TEMPORARY EMPLOYEES

AVERAGE EMPLOYEE RETENTION

2015

2015

2015

2015


“ Our ambition is to be a leading company that the most talented people are proud to work for and are eager to join”

retaining talented staff. These

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.

Recruitment

Graduate 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.

Nearly 70% of our employees

have been with the Company for

more than three years.

Workforce specified by age

The Company is a dynamic

enterprise with highly motivated

employees. In 2015 the average

age of the Group’s staff was 36

years (2014: 35 years).

Workforce specified by

education

As the Company is expanding,

the aim is 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 54% in 2015.

The Company is also involved

as a social partner in order to

enhance employment opportu-

nities for (young) people with

disabilities. In 2015 the Holland

Trading Group division created

and filled 6 positions. Additional

opportunities will be developed

in 2016.

Human resources statistics

Changes in workforce and

personnel composition

The average number of staff

employed by the Company

during 2015 was 1,257 (2014:

1,226). In 2015 144 employees

were employed outside of the

Netherlands (2014: 122).

2015 2014

B&S Holland Trading Group 238 199

B&S 278 293

Royal Capi-Lux 182 170

B&S World Supply 29 27

Other 17 10

744 699

Temporary staff 513 527

1,257 1,226

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


The story of our people and their power INSPIRATION

NEW MARKETS, NEW OPPORTUNITIES GoodBurry is our own value brand,

representing reliability, professionalism, and good quality at a fair price. With an

assortment that contains more than 150 different products, which is growing all the

time, only goods that meet our quality standards are selected. In 2015, we began

focussing on GoodBurry retail packages through supermarkets and smaller outlets

across Africa. From Congo-Brazzaville to Sierra Leone, supermarkets across the

continent are now offering their customers reliability, professionalism, and good

quality at a fair price through the GoodBurry brand.


“The corporate policy is to safeguard the Company’s continuity while maintaining a balance between risk appetite and financial returns.”

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 2015 the Company further

enhanced its risk management

framework.

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 frame-

work 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 42 and 43

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 Directors

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.

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 ot 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 2015, 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 sensitivity

analysis the Company also

carries out benchmarking

assignments within the organi-

sation. A benchmark analysis

involves comparing various

metrics with the averages of

peer organisations 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 outcomes are also used for

internal employee training and

for improving risk awareness

within the organisation.

The Company’s management

believes that the internal risk

management and control

systems provide 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 2015

none of the stated risks and

uncertainties in this paragraph

had a material influence on

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 employees • •

Balanced remuneration package, stimulating workplace and excellent development opportu-nities.

Surplus of employees due to market conditions

• • Downsizing of temporary employees.

Product risks Quality risks, loss of quality certificates

• • Strict control and regulations combined with external audits.

Reputation risk • • 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 • • Floating interest or use of financial instruments.

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


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 effec-

tively.

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

partnerships with clients by

understanding their needs and

the needs of their customers.

In this way we acquire a

profound knowledge of their

business requirements and are

able to offer them tailor-made

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 over 11%.

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

condition 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


“Our strategy for client centricity is to focus on constantly improving these fundamental elements in our relationships with our clients.”

deteriorating market conditions,

the Company will, in the first

instance, downsize its temporary

employees.

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.

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

Employee shortage and surplus

The Company is a fast growing

company. To facilitate growth,

the Company needs talented

employees 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 possibility

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

employees we offer a balanced

remuneration package and a

stimulating workplace with good

opportunities for personal devel-

opment.

Should a business segment be

confronted with a sudden

surplus in staff, for example due

to unexpected and rapidly

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,

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 the

economic recession appears to

have had some effect on every

economy and will, therefore,

have a general effect on all

business.


The story of our people and their power DEVELOP

NEW CONCEPTS, NEW STORES During the year Royal Capi-Lux, our airport

retail specialist, opened new stores at Copenhagen Airport. Serving 25.6 million

passengers annually, the airport is an important hub for Northern Europe, and the

addition of these new retail outlets will add to its goal of offering travellers the best

travel experience from the moment they arrive at the airport, to the moment they

depart.


ICT security risks

Information Communications

Technology (ICT) 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 annually 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.

own warehouses for storing

both bonded and free goods.

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. A potential risk would

be to have this certification

revoked due to bad perfor-

mance. 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.

Although regulations concerning

and controls of food products

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 techno-

logical 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


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 acqui-

sitions are involved the Group’s

Board of Managers consults with

the Supervisory Board in

advance.

Inventory risks

As an international trading

company holding substantial

inventory positions is deemed

necessary as this is vital for our

business. The overall inventory

quality and inventory rotation is

lation, but we are also aware

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

The Company is insured against

a number of risks. Risks related

to professional indemnity and

general liabilities are covered at

the Group level.

If the coverage is deemed insuf-

ficient appropriate provisions are

recognised in the financial state-

ments.

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-


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 all

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 insti-

tutions.

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.

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.

NEVER STOP INNOVATING Effective supply chain

management takes more than

just being able to manage and

coordinate the distribution of

goods from point A to point B.

It also involves using sophisti-

cated warehousing, to

optimise accuracy and

efficiency. In 2015, we

expanded AutoStore in our

HTG warehouse, giving us

even greater access to one of

the most innovative storing

systems ever produced.

AutoStore works with robots,

which move over a grid on

tracks to deliver warehoused

goods to integrated picking

stations. The system is

completely automated, and

space requirements are up to

60 percent lower than

conventional systems.

The story of our people and their power INNOVATION


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

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.

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

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 fulfill financing

criteria is enabling the Group to

continue its balanced and

healthy growth.

Currency risks

As 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

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

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-

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-


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.

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 Company’s management

policy. 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.

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.

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.)

have a good credit rating and

after the advice of external

parties has been sought.

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 an effective

global tax framework in place

combined with transfer pricing

policies and underlying

documentation.

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,


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,

15 March 2016

Board of Managers

G. van Laar, CFO

B.L.M. Schreuders


Represented by

J.B. Meulman, CEO

B.L.M. Schreuders

Andreas Capital Suxeskey S.A.

Represented by

B.L.M. Schreuders





2Report of the Supervisory Board B&S Holding S.àr.l. Annual Report 2015 55

REPORT OF THE SUPERVISORY BOARD

Letter from the Supervisory Board 56

56 B&S Holding S.àr.l. Annual Report 2015 Report of the Supervisory Board

“We have confidence in the way in which the Managers will continue to reshape the Company as it grows.”

Financial statements 2015

It is our pleasure to present the

2015 Annual Report as prepared

by the Board of Managers of

B&S Holding S.àr.l. and incorpo-

rating 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 2015.

We further propose that the

shareholders discharge to the

Board of Managers for its

management and the Super-

visory Board for its supervision in

2015.

Financial performance 2015

The Company can look back at

another successful year, with

new record levels of turnover

and good bottom line results.

As has been the case in previous

years, the Board of Managers

and the employees performed

well during 2015 and we would

like to express our great appreci-

ation for that.

Board composition and meetings 2015

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 Super-

visory 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. No members were

absent during the formal

meetings.

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

The Board of Managers regularly

provided us with detailed reports

for the preparation of our

meetings. We were, therefore, in

a position to carry out a critical

analysis, discuss resolution

proposals with our Board and

put forward questions and

suggestions.

We were also directly involved

by the Board of Managers in all

fundamental Company

decisions. Whenever relevant

and necessary, we provided our

advice.

LETTER FROM THE SUPERVISORY BOARD

Report of the Supervisory Board

Report of the Supervisory Board B&S Holding S.àr.l. Annual Report 2015 57

The last meeting of the year was

held in November 2015. During

this meeting the general topics

were discussed and, as is

customary, the budget for 2016

was presented, discussed and

approved.

Remuneration

The remuneration of the Super-

visory Board in 2015 is stated in

the financial statements and

comprises a fixed annual fee

amounting to a total of € 15,000

similar as in previous year.

Advice for 2016

The Supervisory Board feels

comfortable with the long-term

execution of a more ambitious

growth plan for the organisation

as set out by the Board of

Managers. We have confidence

in the way in which the

Managers will continue to

reshape the Company as it

grows.

With regard to the growth plans,

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. We will further

safeguard the Company’s stance

of keeping a conservative policy

relating to the balance sheet

structure and the effects of

growth on solvency.

The Supervisory Board would

like to express its sincere appre-

ciation to the Board of Managers

and all the Group’s employees

for their efforts and for the

corresponding results.

Delfzijl, 15 March 2016

Supervisory Board

W.A. Blijdorp

P.N.S. Luttjehuizen

The main topic during 2015 was

the long-term strategy. Together

with the Board of Directors the

Supervisory Board discussed the

way the Group can be financed

in the future and future invest-

ments in talented employees

and ICT. The Company’s

continued growth makes the

management of all kinds of risk

more important. For this reason,

during 2015 the Supervisory

Board approved the setting up of

the internal audit department.

Other topics discussed during

the formal Supervisory Board

meetings included annual and

interim results, finance matters,

major investments, ICT affairs

and business planning. We also

discussed the Company’s risk

situation, risk management and

compliance.

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 several

potential acquisitions are passed.

The Board of Managers decided,

on the basis of risk arguments,

to reject these acquisitions.


58 B&S Holding S.àr.l. Annual Report 2015 Financial Statements 2015


3Financial Statements 2015 B&S Holding S.àr.l. Annual Report 2015 59

CONSOLIDATED FINANCIAL STATEMENTS 2015

Consolidated balance sheet 60

Consolidated profit and loss account 62

Consolidated cash flow statement 63

Comprehensive statement of

changes in equity 64

Notes to the consolidated balance sheet

and profit and loss account 66

Notes to the consolidated balance sheet items 72

Notes to the consolidated profit and

loss account items 83


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

Note 31/12/2015 31/12/2014

Fixed assets 1

Intangible fixed assets

Goodwill 7,205 9,424

Concessions & Brand names 3,493 4,440

10,698 13,864

Tangible fixed assets

Land & Property 17,679 19,152

Equipment 7,137 6,168

Other tangible fixed assets 3,287 3,349

28,103 28,669

Financial fixed assets

Participations 981 1,106

Other financial fixed assets 6,200 6,545

7,181 7,651

Total fixed assets 45,982 50,184

Current assets 2

Inventory 241,838 199,708

Receivables

Trade debtors 143,101 127,613

Receivables on participations 471 4,385

Affiliated companies 12,493 5,927

Tax receivables 4,995 4,883

Other receivables and accrued income 7,479 9,011

168,539 151,819

Cash and cash equivalents 8,166 7,878

Total current assets 418,543 359,405

Total assets 464,525 409,589

Financial Statements 2015CONSOLIDATED BALANCE SHEET

Financial Statements 2015 B&S Holding S.àr.l. Annual Report 2015 61

Equity, provisions and liabilities

Note 31/12/2015 31/12/2014

Group equity 3

Legal entity share in Group equity 178,780 144,530

Third-party share in Group equity 15,578 11,303

194,358 155,833

Provisions 4

Deferred taxation 1,121 1,456

Other provisions 583 231

1,704 1,687

Long-term liabilities 5

Loans from banks 5,295 9,866

Loans from minority shareholders 4,125 1,150

Financial lease 1,008 1,342

Other long-term liabilities 860 894

11,288 13,252

Short-term liabilities 6

Banks 142,036 133,404

Repayments on long-term liabilities 4,941 5,414

Supplier finance arrangements 34,446 18,655

Trade creditors 52,004 54,721

Taxes and social security charges 9,415 13,675

Other liabilities and accrued expenses 14,333 12,948

257,175 238,817

Total equity, provisions and liabilities 464,525 409,589


(In thousands of euros)

Note 2015 2014

Turnover 1 1,338,293 1,152,166

Purchase value 2 1,157,959 994,103

Gross margin 180,334 158,063

Wages and salaries 3 57,099 54,071

Depreciation and amortisation of fixed assets 4 8,588 11,046

Other operating expenses 5 40,474 38,978

Total operating expenses 106,161 104,095

Operating result 74,173 53,968

Financial income and expenses 6 (3,113) (2,431)

Result of participations 7 233 412

Result for taxation 71,293 51,949

Taxation on the result 8 7,132 4,435

Consolidated result after taxation 64,161 47,514

Result attributable to:

Profit rights 2,037 1,212

Third-party share in the result 4,161 1,194

Total third-party interest 9 6,198 2,406

Ordinary shareholders 57,963 45,108

Group result 64,161 47,514

Financial Statements 2015CONSOLIDATED PROFIT AND LOSS ACCOUNT



2015 2014

Received from debtors 1,315,356 1,141,016

Paid to creditors and employees (1,301,968) (1,087,173)

Cash flow from business activities 13,388 53,843

Interest paid (3,039) (2,505)

Corporate income taxes paid (4,399) (4,486)

Dividend received 229 220

(7,209) (6,771)

Cash flow from operating activities 6,179 47,072

Investments in tangible fixed assets (5,082) (3,256)

Investments in intangible fixed assets 100 (1,053)

Loans issued to affiliates - (8,470)

Repayments on loans issued 2,420 -

Disposals of participations 16 16

Cash flow from investing activities (2,546) (12,763)

Repayments on loans from banks (6,044) (5,025)

Repayments on loans from shareholders (350) -

Repayments on financial lease (433) (54)

New loans received from banks 1,000 1,000

Paid to profit share certificates (800) (1,921)

New loans received from shareholders 3,200 800

Reserves transferred to shareholders (23,500) (20,999)

Reserves transferred to minority shareholders (1,140) (784)

Changes in Supplier finance arrangements 15,791 9,351

Changes in banks 8,632 (20,695)

Cash flow from financing activities (3,644) (38,327)

Net cash flow (11) (4,018)

Cash and cash equivalents:

Balance as at 1 January 7,878 11,896

Balance from change in consolidation 299 -

Movement (11) (4,018)

Balance as at 31 December 8,166 7,878

Financial Statements 2015CONSOLIDATED CASH FLOW STATEMENT



Share capital

Legal reserve

Other reserves

Results Legal entity share

Balance as at 1 January 2014 5,238 69,659 14,382 32,989 122,268

Reserves transferred to:

Parent company - - (20,999) - (20,999)

Minority shareholders - - - - -

Profit share certificates - - - - -

Other transactions:

Result preceding financial year - - 32,989 (32,989) -

Profit rights - - - - -

Divested participations - - - - -

Exchange rate translation adjustment - - (335) - (335)

Transfer to/from Legal reserve - (24,083) 24,083 - -

Result current financial year - 28,488 (28,488) 45,052 45,052

Deferred taxation - - - - -

Other changes - - - - -

Balance as at 31 December 2014 5,238 74,064 21,632 45,052 145,986


Parent company - - (23,500) - (23,500)

Minority shareholders - - - - -

Profit share certificates - - - - -

Other transactions:

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

Profit rights - - - - -

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

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

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


Other changes - - (5) - (5)

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

Financial Statements 2015COMPREHENSIVE STATEMENT OF CHANGES IN EQUITY



Legal entity share

Gaap adjust-ments

NL-LUX

Share-holders’

equity

Minority equity

Total

Balance as at 1 January 2014 122,268 (1,512) 120,756 11,602 132,358


Parent company (20,999) - (20,999) - (20,999)

Minority shareholders - - - (784) (784)

Profit share certificates - - - (1,921) (1,921)

Other transactions:

Result preceding financial year - - - - -

Profit rights - - - 1,212 1,212

Divested participations - - - - -

Exchange rate translation adjustment (335) - (335) - (335)

Transfer to/from Legal reserve - - - - -

Result current financial year 45,052 56 45,108 1,194 46,302


Other changes - - - - -

Balance as at 31 December 2014 145,986 (1,456) 144,530 11,303 155,833


Parent company (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

Exchange rate translation adjustment (208) – (208) - (208)

Transfer to/from Legal reserve - – - - -

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

Deferred taxation - – - - -

Other changes (5) - (5) 17 12

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


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

Capi-Lux Denmark A/S,

Denmark

100% 12-05-2015

Checkpoint Trading BV,

the Netherlands

100% 18-12-2015

FCT International Purchase

BV, the Netherlands

100% 18-12-2015

Capi-Lux Munchen GmbH,

Germany

100% 18-12-2015

Capi-Lux Frankfurt GmbH,

Germany

100% 18-12-2015

Worldwide Trade Solutions

DMCC, UAE

100% 11-10-2015

Worldwide Coverage

Trade DMCC, UAE

100% 11-10-2015

Worldwide Retail

Holding ltd., Malta

100% 25-05-2015

Worldwide Retail ltd., Malta 100% 25-05-2015

These companies are fully consolidated as of the

date of incorporation.

Liquidated participations

During the financial year the Company liquidated

its interest in the following companies:

Company % Date

Global Cruise Supply

Holding B.V.,

the Netherlands

100% 03-08-2015

TLE BV, the Netherlands 100% 31-08-2015

Global Food Solutions BV,

the Netherlands

100% 01-04-2015

Brandhouse International

BV, the Netherlands

100% 30-03-2015

Sea & Sky Holding BV,

the Netherlands

51% 26-10-2015

Financial Statements 2015NOTES TO THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT


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.

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 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, with letter dated 25 September

2012. 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.

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 recognised 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 recognised 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.



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.

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.

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 recognised 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.

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 recognised 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 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.


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 2015, there are

no obligations for which a pension provision has

been included, as was the case as at 31 December

2014. The pension contribution charged to the

profit and loss account amounts to € 2,188,000

over 2015 (2014: € 2,024,000). 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 21.0% 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.

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.

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


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.

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

€ 12,564). The pensionable salary is capped (at

€ 51,976). 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 106.1% in 2015. 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 current rate of

The company pension fund, respectively, has

stated that the funding ratio is 97.0% at

31 December 2015. 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 no additional

measures have to be taken to improve the funding

ratio of the pension fund.

This recovery plan was approved by the authorities

on 21 August 2015. Each year the recovery plan

will be evaluated.

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

€ 19,890). The pensionable salary is capped (at

€ 88,576). The annual employer-paid contribution

is 23.45% of which 8.51% 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 109.4% in 2015. 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.


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

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.

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.

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.

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.


1 Fixed assets


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

other intangible fixed assets. Movements during 2015 can be summarised as follows:

Goodwill Concession & Brand names

Total

Balance as at 1 January:

Acquisition costs 29,979 6,701 36,680

Accumulated amortisation (20,555) (2,261) (22,816)

9,424 4,440 13,864

Movements:

Investments - (100) (100)

Amortisation (2,219) (847) (3,066)

(2,219) (947) (3,166)

Balance as at 31 December:

Acquisition costs 29,979 7,603 37,582

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

7,205 3,493 10,698

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 2015.

Financial Statements 2015NOTES TO THE CONSOLIDATED BALANCE SHEET ITEMS



The movements during 2015 can be summarised as follows:

Land & property Equipment Other tangible fixed assets

Total

Balance as at 1 January:

Acquisition costs 40,735 15,943 13,037 69,715

Accumulated depreciations (21,583) (9,775) (9,688) (41,046)

19,152 6,168 3,349 28,669

Movements:

Investments 356 3,324 1,502 5,182

Consolidation 44 - 16 60

Disposals (5) (178) (103) (286)

Depreciations (1,868) (2,177) (1,477) (5,522)

(1,473) 969 (62) (566)

Balance as at 31 December:

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

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 2015 amounted to € 774,000 (31 December 2014: € 1,118,000). The group does not hold

legal title of these assets.


31/12/2015 31/12/2014

Participations 981 1,106

Other financial fixed assets 6,200 6,545

7,181 7,651

Participations

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

31/12/2015 31/12/2014

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

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

Parfumtrend GmbH, Rodenbach, Germany - 50%

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


The movements can be summarised as follows:

2015 2014

Balance as at 1 January 1,106 891

Consolidation (17) -

Share in the result for the financial year 233 412

Exchange rate result (112) -

Other changes - 23

Reserves transferred from participations (229) (220)

Balance as at 31 December 981 1,106



2015 2014


New loans granted 7,170 8,470

Repayments (9,340) (150)

6,600 8,770

Reclassification to ‘Current assets’ (400) (2,225)


In 2011, the Company granted a loan to a third party, with the following modalities:

31/12/2015 31/12/2014

Loan amount 750 750

Interest rate 7% 7%

Repayments per year 150 150

Securities

Shares

Guarantees

Shares

Guarantees

Maturity < 1 year 150 150

Maturity 1 <> 5 years - 150

The Group granted 2 loans to a related party, with the following modalities:

31/12/2015

Loan amount 8,470

Interest rate 10

Repayments per year 1,600

Securities None

Maturity < 1 year 1,600

Maturity 1 <> 5 years 6,200

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


Capitalised deferred taxes

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


2015 2014

Balance as at 1 January 415 520

Transfer to/from profit and loss account (133) (105)

282 415

Reclassification to ‘Provisions’ (282) (415)

Balance as at 31 December - -

2 Current assets

Inventory

31/12/2015 31/12/2014

Value of trade goods 224,523 185,406

Provision for obsolescent inventory (4,650) (4,317)

Prepayments on trade inventory 21,965 18,619

241,838 199,708

The carrying amount of inventory that are valued at lower net realizable value amounts to € 26,897,000

(2014: € 23,106,000). The amount of the write-down during 2015 amounts to € 4,250,000 (2014:

€ 3,850,000) and has been recognised in profit and loss account as a loss.

Receivables

31/12/2015 31/12/2014

Trade debtors 144,031 129,531

Provision for trade debtors (930) (1,918)

Receivables on participations 471 4,385

Affiliated companies 12,493 5,927

Tax receivables 4,995 4,883

Other receivables and accrued income 7,479 9,011

168,539 151,819

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

during the financial year amounting to € 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:

31/12/2015 31/12/2014

Legal entity share in Group Equity (Dutch GAAP) 178,780 144,530


Shareholders’ Equity (Luxembourg GAAP) 179,901 145,986

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

can be presented as follows:

31/12/2015 31/12/2014

Consolidated net result (Dutch GAAP) 57,963 45,108

Deferred taxation (335) (56)

Company net result (Luxembourg GAAP) 57,628 45,052

Deferred tax assets are not being recognised 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:

31/12/2015 31/12/2014

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

Sea & Sky Holding B.V., Dordrecht, the Netherlands 49% 49%

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

Parfumtrend GmbH, Rodenbach, Germany 50% -

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

Profit rights:

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


2015 2014


Profit rights 2,037 1,212

Reserves transferred to minority shareholders (1,140) (784)

Reserves transferred to profit right certificates (800) (1,921)

Consolidation 17 -

Third-party share in the result 4,161 1,194



4 Provisions 31/12/2015 31/12/2014


Pension provisions 36 38

Other provisions 547 193

1,704 1,687

Deferred taxation


2015 2014


Transfer to ‘Short term liabilities’ (468) (161)

1,403 1,871

Reclassification from ‘Capitalised deffered taxes’ (282) (415)


As at 31 December 2015 the amount of ‘Deferred taxation’ falling due within one year was € 204,000

(31 December 2014: € 262,000).

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 summarised as follows:

2015 2014


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

Balance as at 31 December 36 38

Other provisions

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


2015 2014


Payments during financial year - (101)

Reclassification to Short-term liabilities - (342)

Transfer to/from profit and loss account 354 70



5 Long-term liabilities 31/12/2015 31/12/2014

Loans from banks 5,295 9,866

Loans from minority shareholders 4,125 1,150

Financial lease 1,008 1,342

Other long-term liabilities 860 894

11,288 13,252

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 Total

Balance as at

1 January 120 360 866 8,625 950 4,000 14,921

Repayments - (360) (495) (3,450) (200) (550) (5,055)

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

Under short-

term liabilities - - (371) (3,450) (200) (550) (4,571)

Balance as at

31 December 120 - - 1,725 550 2,900 5,295

Original loan

amount 120 2,400 2,475 17,250 1,000 8,250

Interest rate

base fixed

3 month

Euribor

3 month

Euribor

3 month

Euribor

3 month

Euribor

3 month

Euribor

Interest rate/

margin 10% + 1.25% + 1.25% + 1.25% + 1.25% + 1.25%

Security none (1) (1) (1) none (2)

(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:

2015 2014


New Loans received - 1,000

Repayments (5,055) (5,025)

9,866 14,921

Reclassification to ‘Short-term liabilities’ (4,571) (5,055)



Loans from minority shareholders

The modalities of the ‘Loans from minority shareholders’ are as follows:

31/12/2015 31/12/2014

Loan 1:

Loan amount 350 350

Interest rate 4% 10%

Repayments 350 none

Securities none none

Loan 2:

Loan amount 4,000 800

Interest rate 4% 4%

Repayments none none

Securities none none

Loan 3:

Loan amount 125 -

Interest rate 4% -

Repayments none -

Securities none -


2015 2014


Consolidation 125 -

New Loans received 4,000 800

Repayments (1,150) -


Financial lease

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

2015 2014


New financial lease - 100

Repayments (323) (54)

1,343 1,666

Reclassification to ‘Short-term liabilities’ (335) (324)


The interest rate on the financial lease is 3.2%.

The book value of the leased material as at 31 December 2015 amounted to € 774,000 (31 December

2014: € 1,118,000).


Other long-term liabilities

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

2015 2014


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

895 929

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 2015 is as follows:

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

Loans from banks 4,571 4,595 700 9,866

Loans from minority

shareholders - - 4,125 4,125

Financial lease 335 1,008 - 1,343

Other long-term liabilities 35 140 720 895

4,941 5,743 5,545 16,229

6 Short-term liabilities

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

31/12/2015 31/12/2014

Banks 142,036 133,404

Repayments on long-term liabilities 4,941 5,414

Supplier finance arrangements 34,446 18,655

Trade creditors 52,004 54,721

Taxes and social security charges 9,415 13,675

Other liabilities and accrued expenses 14,333 12,948

257,175 238,817

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:

31/12/2015 31/12/2014

Total level of credit facilities granted to the Company and subsidiaries 270,491 214,807

Average margin on interest rate (1 month Euribor) 1.47% 1.54%

Average liquidity margin NA NA

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

forward currency contracts and interest rate swaps.

The following derivative financial positions were held by the company as per 31 December 2015:

Transaction value

Fair value

Forward currency contract (GBP) 3,250 228

Forward currency contract (ZAR) 13,194 (16)

Interest rate swap 50,000 (1,098)

The transaction values indicated as forward currency contracts are in foreign currency. The maturity of

the forward currency contracts are less than one year. 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’. The amount which relates to supplier finance arrangements was in the

annual report of 2014 recognised as Trade creditors.

Taxes and social security charges

31/12/2015 31/12/2014

Corporate income tax 4,874 1,554

V.A.T. 3,383 4,295

Duties 351 6,715

Social security and income taxes 807 1,111

9,415 13,675


Other liabilities and accrued expenses

The item ‘Other liabilities and accrued expenses’ includes pension charges amounting to € 33,000 as at

31 December 2015 (31 December 2014: € 39,000).

Contingent assets and liabilities

Guarantees

31/12/2015 31/12/2014

Total maximum level of guarantee facility granted to the Group 26,000 32,000

Issued guarantees in relation to import duties 8,680 10,413

Issued guarantees in relation to rental agreements 1,656 797

Other issued guarantees 10,269 14,090

20,605 25,300

The Group issued a guarantee towards the Dutch Customs Authority of € 2,684,000.

Operational leases

This concerns operational leases on vehicles with leasing companies.

31/12/2015 31/12/2014

Annual obligations 578 595

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

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

Operational leases 578 764 - 1,342

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:

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

Rental agreements 4,993 18,827 7,587 31,407

Concession fee

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

between 1 and 8 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:

2015 2014

B&S Holland Trading Group 829,835 659,517

B&S 399,565 350,606

Royal Capi-Lux 87,547 78,209

B&S World Supply 42,478 74,918

Elimination (21,132) (11,084)

1,338,293 1,152,166

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

2015 2014

Liquors & Tobacco 560,427 454,627

Perfumes & Cosmetics 396,174 301,061

Food & Beverages 206,512 230,276

Electronics 88,111 80,931

Health & Beauty 67,220 58,963

Other 19,849 26,308

1,338,293 1,152,166

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

2015 2014

The Netherlands 241,819 225,568

Rest of Europe 462,572 409,857

Rest of the world 633,902 516,741

1,338,293 1,152,166

2 Purchase value2015 2014

Purchase value of turnover 1,085,504 905,784

Exchange rates differences 6,707 9,973

Other external costs related to turnover 65,748 78,346

1,157,959 994,103

Financial Statements 2015NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT ITEMS


3 Wages and salaries

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

2015 2014

Salary costs 32,914 29,647

Social security charges 4,566 4,651

Pension costs 2,188 2,024

Other personnel costs 2,962 2,872

42,630 39,194

Temporary staff 14,469 14,877

57,099 54,071

Staff

The average number of staff employed by the Company during 2015 was 744 (2014: 699).

2015 2014

B&S Holland Trading Group 238 199

B&S 278 293

Royal Capi-Lux 182 170

B&S World Supply 29 27

Other 17 10

744 699

4 Depreciation and amortisation of fixed assets 2015 2014

Amortisation costs intangible fixed assets 3,066 4,121

Depreciation costs tangible fixed assets 5,522 6,925

8,588 11,046

5 Other operating expenses 2015 2014

Premises 10,358 10,672

Personnel related costs 4,774 4,617

Overhead expenses 4,139 7,043

External advice 5,347 5,463

ICT expenses 6,289 5,760

Other operating expenses 9,567 5,423

40,474 38,978


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:

2015 2014

Audit assignments for Annual Reports 525 323

Other audit assignments - 25

Other advisory 25 25

550 373

Transactions with affiliated parties

2015 2014

Premises rented from affiliated companies 4,513 5,040

6 Financial income and expenses

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

2015 2014

Interest related to bank facilities 3,929 3,222

Interest received from Group companies (816) (791)

3,113 2,431

7 Result of participations 2015 2014

Share in the result of non-consolidated participations 233 412

233 412

8 Taxation on the result

The effective tax rate for 2015 of 10.0% (2014: 8.5%) 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:

31/12/2015 31/12/2014

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

Sea & Sky Holding B.V., Dordrecht, the Netherlands 49% 49%

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

Parfumtrend GmbH, Rodenbach, Germany 50% -

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

which comprise the consolidated balance sheet

as at December 31, 2015, the consolidated profit

and loss account and the consolidated cash flow

statement for the year then ended, and a

summary of significant accounting policies and

other explanatory information.

Board of Managers responsibility 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 as 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.à

r.l. as of December 31, 2015, and of the

consolidated results of its operations 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.

Report on other legal and regulatory requirements

The management report, which is the

responsibility of the Board of Managers, is

consistent with the consolidated financial

statements.

For Deloitte Audit, Cabinet de révision agréé

Eddy Termaten, Réviseur d’entreprises agréé

Partner

March 15, 2016

REPORT OF THE REVISEUR D’ENTREPRISES AGREE

Financial Statements 2015





4COMPANY FINANCIAL STATEMENTS 2015

Company balance sheet 90

Company profit and loss account 92

Notes to the company balance sheet

and profit and loss account 93

Notes to the company

balance sheet items 95

Notes to the company profit and loss

account items 98


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

Note 31/12/2015 31/12/2014

Fixed assets 1

Financial fixed assets 141,195 126,682

Total fixed assets 141,195 126,682

Current assets 2

Receivables 38,712 18,678

Cash and cash equivalents 308 659

Total current assets 39,020 19,337

Total assets 180,215 146,019

Company Financial Statements 2015COMPANY BALANCE SHEET


Equity and liabilities

Note 31/12/2015 31/12/2014

Shareholders’ equity 3

Issued share capital 5,238 5,238

Legal reserves 94,434 74,064

Other reserves 22,601 21,632

Result for the financial year 57,628 45,052

179,901 145,986

Short-term liabilities 4 314 33

Total equity and liabilities 180,215 146,019



Note 2015 2014

Turnover 1 29,975 18,455

Purchase value 65 4

Gross margin 29,910 18,451

Wages and salaries 2 70 74

Other operating expenses 3 2,865 2,399

Total operating expenses 2,935 2,473

Operating result 26,975 15,978

Financial income and expenses 931 586

Result of participations 29,815 28,488

Result for taxation 57,721 45,052

Taxation (93) -

Result of legal entity 57,628 45,052

Company Financial Statements 2015COMPANY PROFIT AND LOSS ACCOUNT


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 recognised 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 recognised 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 euro’s, 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 2015NOTES 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 recognised in the Group’s foreign currency

translation reserve. Such exchange differences are recognised 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


31/12/2015 31/12/2014

Participation in Group companies 140,945 120,287

Other financial fixed assets 250 6,395

141,195 126,682

Participation in Group companies

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

proportionate net equity base.


2015 2014


Reserves transferred from Group companies (9,445) (24,083)

Acquisition of participations 103 32

Result for the financial year 29,815 28,488

Valuation of participations 186 256

Other changes (1) (1)




2015 2014

Balance as at 1 January 8,470 -

New loans granted - 8,470

Repayments (8,220) -

250 8,470

Reclassification to ‘Current assets’ - (2,075)

Balance as at 31 December 250 6,395

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

31/12/2015

Loan amount 250

Interest rate 10

Repayments per year None

Securities None

Maturity 1 <> 5 years 250

Company Financial Statements 2015NOTES TO THE COMPANY BALANCE SHEET ITEMS


2 Current assets

Receivables

31/12/2015 31/12/2014

Trade debtors 3 -

Receivables from subsidiaries 27,164 4,792

Receivables from affiliated companies 250 5,927

Receivables from participants 10,743 -

Tax receivables 498 128

Other receivables and accrued income 54 7,831

38,712 18,678

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 2015 and 2014 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.

31/12/2015 31/12/2014

Legal reserve 10% share capital 524 524

Legal reserve subsidiaries 93,910 73,540

94,434 74,064

There are no movements in the ‘Legal reserve 10% share capital’ for both 2014 and 2015.

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

2015 2014


Transfer to Other reserves (9,445) (24,083)

Results financial year 29,815 28,488



Other reserves

2015 2014


Profit distribution prior financial year 15,237 4,501

Reserves transferred to parent company (23,500) (20,999)

Exchange rate translation adjustments (208) (335)

Transfer from Legal reserves 9,445 24,083

Other changes (5) -


4 Short-term liabilities

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

31/12/2015 31/12/2014

Becoming due and payable < 1 year

Trade creditors - 6

Taxes and social security charges 1 1

Other liabilities and accrued expenses 313 26

314 33

Contingent assets and liabilities

Rental agreements

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

rental costs of € 12,000 per year. The rental agreement is renewed every year automatically with one year.

Guarantees

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

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


1 Turnover

The net turnover in 2015 comprises of management services to Group companies for a total of

€ 30.0 million (2014: € 18.5 million).

2 Wages and salaries

In 2015, the Company employed one staff member (2014: 2).

3 Other operating expenses 2015 2014

Premises 15 16

Personnel related costs 148 237

Overhead expenses 2,173 1,922

Other operating expenses 529 224

2,865 2,399

The overhead expenses of fees charged by the shareholders.

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:

2015 2014

Board of Managers 2,731 2,726

Supervisory Board 184 202

2,915 2,928

Larochette, G.D. Luxembourg, 15 March 2016

Board of Managers

G. van Laar, CFO

B.L.M. Schreuders


Represented by

J.B. Meulman, CEO

B.L.M. Schreuders

Andreas Capital Suxeskey S.A.

Represented by B.L.M. Schreuders

Company Financial Statements 2015NOTES TO THE COMPANY PROFIT AND LOSS ACCOUNT ITEMS

Supervisory Board

W.A. Blijdorp

P.N.S. Luttjehuizen



5OTHER INFORMATION

Profit appropriation according to the

Articles of Association 100

Proposed appropriation of the result

for 2015 100

Profit appropriation 2014 100



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 2015

An amount of € 23,500,000 has been distributed

during the year as interim dividend and the

remaining amount of € 34,128,000 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 2014

The 2014 financial statements were approved

during the General Meeting on 18 February 2015.

The General Meeting approved the proposed profit

appropriation.

Other information


Report on the annual accounts

We have audited the accompanying annual

accounts of B&S Holding S.à r.1., which comprise

the balance sheet as at December 31, 2015 and the

profit and loss account for the year then ended,

and a summary of significant accounting policies

and other explanatory information.

Board of Managers responsibility for the annual

accounts

The Board of Managers is responsible for the

preparation and fair presentation of these annual

accounts in accordance with the 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. In 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

In our opinion, the annual accounts give a true and

fair view of the financial position of B&S Holding

S.à r.l. as of December 31, 2015, and of the results

of its operations for the year then ended in

accordance with the Luxembourg legal and

regulatory requirements relating to the preparation

of the annual accounts.

Report on other legal and regulatory requirements

The management report, which is the

responsibility of the Board of Managers, is

consistent with the annual accounts.

For Deloitte Audit, Cabinet de révision agréé

Eddy Termaten, Réviseur d’entreprises agréé

Partner

March 15, 2016

Other informationREPORT OF THE REVISEUR D’ENTREPRISES AGREE






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 2015

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