123

Financials supporting our growth model

Gert van Laar, CFO B&S Group & Peter Kruithof, Corporate Treasurer

124

Putting the

balance

sheet in

perspective

125

Our balance as at December 31, 2018

Net debt to be seen

in combination

with/as part of WC

76% of assets = WC

High turnaround

inventory and AR =

high turn-around

Net debt

IFRS 16 and

Options

following Fnet

acq ≠ Net Debt

Other current assets; 29.4

Accounts receivable; 205.7

Inventory; 377.9

Non-current assets; 157.3

Other current liabilities; 93.7

Trade payables; 90.8

Net Debt; 312.7

Equity; 273.1

Assets Equity and Liabilities

AR 27%

Inventory49%

Other24%

126

Effects of prepayment to suppliers

INCREASED

INVENTORY

POSITION

Inventory already

recognised at balance

during transit

ACCOUNTS PAYABLE

REPLACED BY BANK

DEBT

AP days low compared to

‘classic’ distributor model

PRODUCTS

AVAILABLE

AT BEST PRICES

Competitive

advantage

in the market

127

Our balance as at December 31, 2018

Other current assets; 29.4

Accounts receivable; 205.7

Inventory; 377.9

Non-current assets; 157.3

Other current liabilities; 93.7

Trade payables; 246.7

Net Debt; 156.8

Equity; 273.1

Assets Equity and Liabilities

Other current assets; 29.4

Accounts receivable; 205.7

Inventory; 377.9

Non-current assets; 157.3

Other current liabilities; 93.7

Trade payables; 90.8

Net Debt; 312.7

Equity; 273.1

Assets Equity and Liabilities

Net debt/EBITDA 2.9 | Days WC 103 Net debt/EBITDA 1.4 | Days WC 70

Accounts payable at 60 daysAccounts payable as is

OR

128

How we

approach

working

capital

129

Working capital development

WC

€ mln

Turnover

€ mln

600

800

1,000

1,200

1,400

1,600

1,800

2,000

60

110

160

210

260

310

360

410

460

510

560

1612 1703 1706 1709 1712 1803 1806 1809 1812 1903Accounts receivable Inventory Accounts payable Working capital

Turnover LTM Linear (Working capital) Linear (Turnover LTM)

Start of

inventory

build-up

Peak

following

seasonal

sales

130

Managing

our portfolio

1

2

3

4

Controls proven to be effective

Provision for doubtful debt (as %

of turnover)

2016: 0.12%

2017: 0.08%

2018: 0.06%

Extensive KYC procedures

All debtors insured or payment

guaranteed by other means

IT controls on credit limits

Dashboards to follow our

portfolio real time

131

Managing

our inventory

1

2

3

4

Controls proven to be effective

Write down (as % of turnover)

2016: 0.32%

2017: 0.29%

2018: 0.19%

Sourcing worldwide and building

up inventory for seasonal sales

Dedicated departments with

category management

Mainly A-brands with limited

exposure to economic hardship

Weekly KPI reporting for tracking

developments

132

Our balance as at December 31, 2018

Balance sheet

remained solid post

FragranceNet

acquisition

WC forms main part

of asset side

balance sheet

Inventories and

receivables partly

financed by debt

As result of M&A price

discipline, goodwill on

balance sheet limited

(€ 59.9 M)

Other current assets; 29.4

Accounts receivable; 205.7

Inventory; 377.9

Non-current assets; 157.3

Other current liabilities; 184.5

Net Debt; 312.7

Equity; 273.1

A SSETS EQUITY A ND L IA BIL IT IES

Healthy

positions with

high

turnaround

and cash

generation

133

Net debt development 2018

*After dividend distribution

Acq.

Topbrands

174.1

Increase of 12.1%

Turnover +12.5%

Increase of 16.3%

Turnover +16.8%

30.4

134

FragranceNet.com financing structure

Acquisition finance

External financing (long term) € 40.0 M

Minority shareholders in JTG € 8.9 M

Existing bank facilities € 26.7 M

€ 75.6 M

Recognised intangibles (IFRS 3)

▪ Goodwill

(potential synergies)

not amortised: € 41.4M

▪ Other intangibles

(brand name, software,

supplier platform)

amortised: € 45.2M

135

FragranceNet Purchase

Price Allocation (PPA)

▪ Valuation methodology applied:

▪ Multi-period excess earnings

method (“MEEM”)

▪ Relief from royalty method

▪ Cost method

▪ Fair value estimates and

accounting alignment existing

assets and consumed liabilities

$ ‘000 Opening

balance

01-10-2018

Fair Value Fair Value Step

up

Equity consideration 42,004 127,956 85,952

Less: Cash assumed & Non-

operational assets-6,905 -6,905 -

Transaction value 35,099 121,051 85,952

Net working capital 28,971 28,971 -

Tangible fixed assets 2,456 2,456 -

Existing IFA 2,174 2,174 -

Sourcing platform - 34,556 34,556

Private label product portfolio - 10,020 10,020

Software 491 2,037 2,628

Brand name - 3,090 3,090

Goodwill as previously booked 1,094 - -1,094

Intangible fixed assets3,759 51,877 49,100

Existing DTA (DTL) -87 -87 -

DTL on FV of intangibles - -10,531 -10,531

Goodwill recognised n/a 47,874 47,874

Total invested capital 35,099 121,052 85,952

136

Impact of

IFRS 16

137

IFRS 16 in the balance sheet

IMPACT ON

BALANCE SHEET

Long term assets (right-

off-use-asset) and lease

liabilities 62.8M

NO CASH

IMPACT

No cash flow impact

however impact on cash

flow statement

RENTAL

AGREEMENTS

Balance mainly impacted

by rental agreements for

warehouses

TIMING OF

APPLIANCE

Applied from 2019

onwards, not

retrospectively

138

Our balance as at December 31, 2018

€ mln 31.12.2018 IFRS 16Adjusted 31.12.2018 IFRS 16 Adjusted

Non-current assets Equity attributable to

Goodwill 59.9 59.9 Owners of the company 234.0 234.0

Other intangible assets 61.7 61.7 Non-controlling interest 39.1 39.1

Property, plant and equipment 31.0 31.0 273.1 273.1

Right of use asset 62.8 62.8

Investment in associates 2.1 2.1 Non-current liabilities

Receivables 2.3 2.3 Borrowings 55.8 55.8

Deferred tax assets 0.2 0.2 Deferred tax liability 11.7 11.7

157.2 220.0 Employee benefit obligations 0.6 0.6

Lease liabilities 54.4 54.4

Current assets Other liabilities 24.6 24.6

Inventory 377.9 377.9 92.7 147.1

Trade receivables 205.7 205.7

Corporate income tax 1.8 1.8 Current liabilities

Other tax receivable 6.0 6.0 Credit institutions 271.5 271.5

Other receivables 21.7 21.7 Borrowings due within one year 12.4 12.4

Cash and cash equivalents 26.9 26.9 Lease liability due within one year 8.4 8.4

640.0 640.0 Supplier finance arrangements 21.2 21.2

Derivative financial instruments 0.3 0.3

Trade payables 69.6 69.6

Corporate income tax liability 11.8 11.8

Other taxes and security charges 14.6 14.6

Other current liabilities 30 30

431.4 439.8

Total assets 797.2 860.0 Total equity and liabilities 797.2 860.0

139

IFRS 16:

effect on the P&L

Split of payments:

▪ Interest on balance

position remains in cash

flow from operations

▪ Repayment of lease

liability in cash flow from

financing activities

€ mln 2018 IFRS 16 Adjusted

Turnover 1,746.5 1,746.5

Purchase value 1,501.1 1,501.1

Gross profit 245.4 245.4

Investment income 0.2 0.2

Other gains and losses -3.1 -3.1

Personnel costs 86.3 86.3

Other operating expenses 47.2 -9.0 38.2

Total operating expenses 133.5 -9.0 124.5

EBITDA 109.0 9.0 118.0

Depreciation and amortisation 10.7 8.4 19.1

Operating result 98.3 0.6 98.9

Financial expenses 7.6 1.2 8.8

Share of profit -0.2 -0.2

Result before taxation 90.9 -0.6 90.3 Front loading effect of IFRS 16; timing difference between accounting under

IFRS and those for tax purposes.

140

Seasonality

patterns

141

Seasonality in turnover

4%

5%

6%

7%

8%

9%

10%

11%

12%

13%

14%1

50

1

150

2

150

3

150

4

150

5

150

6

150

7

150

8

150

9

151

0

151

1

151

2

160

1

160

2

160

3

160

4

160

5

160

6

160

7

160

8

160

9

161

0

161

1

161

2

170

1

170

2

170

3

170

4

170

5

170

6

170

7

170

8

170

9

171

0

171

1

171

2

180

1

180

2

180

3

180

4

180

5

180

6

180

7

180

8

180

9

181

0

181

1

181

2

B&S Group B&S Group Ex Fnet

Steeper year-

end peak

142

Seasonality in EBITDA and PBT

H1 H2 new H2

Sales and gross profit

shifting to H2Impact of FragranceNet

>60% EBITDA in H2

60% EBITDA

expected in H2

Straight line in

depreciation and

amortisation

Seasonal effect on

PBT even bigger

143

Below

Profit

before

tax

144

Tax position explained

Expectations 2019

Delay of tax decrease in Netherlands to 2020 (22.55%)

No significant change in composition of result expected

January 1, 2018

Transfer pricing agreement for all 100% group companies worldwide

Januari 1,

2018

December

31, 2018

2018

Expected tax charge: 19%

Actual tax charge: 21%

Result of:

▪ Increased contribution of Topbrands and JTG to result however taxed

at 25%

▪ FragranceNet taxed at 28%

145

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

18.0%

20.0%

2015 2016 2017 2018 2019

Minorities

▪ JTG

▪ Topbrands

▪ FragranceNet

Minorities (non controlling

interest) represents stake of

management in net result

5 months

Topbrands

FY Topbrands

Pre-IPO

minorities

decreased by

1/3

(management

incentive)

FragranceNet

2018, 3 months

2019, 12 months

Profit attributable to NCI as a % of total profitAcquisition philosophy:

“acquire companies

where existing

management maintains a

minority stake”

146

JTG Topbrands Fragrancenet Lagaay

24.62%

JTG management

32.83%

Topbrands

management

24.62%

JTG management

30%

Lagaay management

25%

Fnet management

c. 25%

Minorities in

subsidiaries

B&S Group

(attributable to the

owners of the

company))

75.38% 67.17% 56.54% 53%

Minorities overview for 2019

147

Hybrid non-controlling interest FragranceNet.com

Put/call options on

remaining sharesIFRS

Liability (Other long term liabilities) instead of NCI in Equity

In P&L however classified as NCI

(Also see note 34 Annual Report 2018)

148

Non-controlling interest (NCI) FragranceNet

▪ Put and call option on remaining FragranceNet shares with following conditions:

▪ 2x 12.5% in 5 and 10 years

▪ Strike price put = strike price call

▪ Price dependent on future growth and future profitability

▪ Given the above: hybrid between equity and liability

▪ Under IFRS:

▪ Reflect NCI in profit or loss account

▪ At reporting period reclassification of NCI to long term liabilities (P&L remains unchanged)

▪ After reclassification long term liability to be revalued at fair value (present value of expected future obligation)

with changes (difference between reclassified NCI and fair value) through equity (other reserves, EUR 2.7M in

2018).

149

Acquisitive

growth

▪ First 12 months following date of

acquisition = date of obtaining

effective control = date of first

consolidation

▪ From first consolidation onwards

balancesheet 100% included

▪ P&L only forward looking as

such negatively impacting ratio’s

(net debt/EBITDA and working

capital ratio’s)

150

Outlook & Closing

Bert Meulman, CEO

151

The global distribution

landscape is becoming

more and more complex

152

Our ability to adapt is what has

always fueled our growth

153

While our scale and in-depth

market knowledge give us the

first mover advantage

154

Our differentiating segments are

all fueled by this principle

155

Our cornerstone for

growth

Building the platform for

sustainable growthA unique concept for

continued growth

156

That’s what makes

our model future proof.

157

Q&A

158