BiG 2.023 November, 2015
Contents
2MARIE BRIZARD WINE & SPIRITS
1. 2015 key achievements and facts
2. BIG 2.0
Update on Rationalization
Update on Optimization
Update on Growth
3. Stock warrant exchange offer
12015 key achievements and facts
Strengthening of internal and operational controls
• Approval of 2014 accounts without qualification for the first time in 6 years
• Full operational control regained over the Group’s activities in Bulgaria
• Reimbursement of a €31 million carry-back receivable in February 2015
• Confirmation by the DVNI (French National and International Audit Office) ofthe terms of an agreement ending the dispute between the Group and the taxauthorities on the deductibility of the interest charges on the FRN debt
• €20.4m tax relief that were not provisioned in the Group’s accounts
• Start of the process of early exit from the business continuance plan of theFrench subsidiary, Marie Brizard & Roger International
4
Stock market normalization
• Return to Compartment B after the Euronext Special Compartment
• Inclusion in the EnterNext PEA-PME 150 index
• Share price change year to date* (base: 100):
As of 13 November, 2015
173,1
75
100
125
150
175
200
100
5
A new name for the Group:Marie Brizard Wine and Spirits, MBWS
• To capitalize on:
• Strong and meaningful roots: France and Bordeaux
• A story dating back to 1755
• Recognized know-how
• A world renowned name: distributed in around 100 countries
• A perfect match with the mission laid out in BIG 2018 1.0 and 2.0
We bring value by offering our customers and our consumers
trustworthy, bold, flavorful brands and experiences
• To move forward within a renewed framework for employees, and
• To create and develop a new corporate culture.
6
A new Group culture based on our four Values now under deployment
7
BiG 2018 1.0 reminder
8
H1 2015 results
€ thousands 30 June
2015
30 June
restated
Δ
Sales 348.0 329.1 5.7%
Sales excl. excise duty 222.7 221.4 0.6%
Gross margin 73.5 71.0
Gross margin % 33.0% 32.1% + 0.9 pt
EBITDA excl . IFRIC 21 impact 2.6 1.9
EBITDA 1.8 1.1
EBITDA margin 0.8% 0.5% + 0.3 pt
Operating P/L from continuing operations (0.9) (0.7) 26.9%
Operating profi t/loss (2.2) (2.2)
Cost of debt (0.7) (0.7)
Financia l i tems (0.2) (7.1)
Attributable net profit/loss (3.2) (9.6)
• H1 2015 gross margin: €73.5m• (+3.6% vs. H1 2014), 33.0% as a percentage of sales (vs. 32.1%)
• EBITDA: €1.8m vs. €1.1m at end-June 2014• Restated for IFRIC 21, EBITDA would have been €2.6m
• Total liquidity end of June 2015: €69m
• Net cash position: €38.7m, +€35.5m vs. 30 June 2014• WCR 1: -€22m vs. 30 June, 2014 to €117m (vs. €139m)
• Frozen liabilities at 30 June 2015 before discounting: €74 m
9
Q3 2015 sales
• Key market insights:• 9M 2015 net sales in France: €144.8m, +0.2% vs. 9M 2014. Acceleration in Q3:
Q3 2015 net sales in France: €47.9m, +3.3% vs. Q3 2014• 9M 2015 net sales in Poland: - 1.7% like-for like on 9M 2014 and 9M 2015 net
sales for the Group’s core activities, excluding the scope effect: +5.8%• 9M 2015 net sales in the USA: €13.4m, -3.9% vs. 9M 2014• 9M 2015 net sales in Lithuania: €16.3m, +6.2% vs. 9M 2014• 9M 2015 net sales in Spain: €9.1m, + 3.5% like-for-like vs. 9M 2014
€ millions
- 0.8%
9 months to
09/2015
340.2 -4.5 -7.1 328.6 -5.1 2.5 326.0
9 months to
09/2014
Abandoned
contract
effect
Scope effect
9 months to
09/2014,
restated
Organic
growth
Currency
effect
2015 EBITDA Guidance: double the 2014 EBITDA figure
10
A strong trend towards market share gains
• France• Fruits and Wine: 29.2% market share1
• William Peel: 23.5%2, twice in the Top 10 most-sold FMCG products in October20153
• Sobieski: acceleration of the development, advertising campaign in Q4 2015
• Krupnik in Poland• Market share: 13.1%4
• Launch of a new model of the bottle particularly well-received by consumers• Growth in sales in 2015 YTD and +21% in October 2015 vs. October 2014
• Sobieski in the USA• Control states: growth 3 times greater vs. imported vodka segment (+2.9% vs. 1%)5
• Increase in market share by volume and by value at national level over Q2 20156
1 Source: IRI YTD P09 2015, BABV 2 Source: Nielsen YTD P09 2015, Scotch Blend -12 3 Source: Nielsen P10 15 in HMSM total self-service CPG 4 Source: Nielsen P09 2015, Vodka 5 Source: Nabca depletions 31/10/2015, Q3 2015 vs. Q3 2014 6 Source: Nielsen 13 weeks 10/10/2015, Q3 2015 vs. Q2 2015
11
2BiG 2.0
13MARIE BRIZARD WINE & SPIRITS
Confirmation of the Group’s ambition to be a multi-regional player at the heart of the market
• According to Canadean, the standardcategory is expected to drive more than50% of the absolute volume growth in theGroup’s 3 key markets during the 2014-2019 period:• 56% in the USA• 57% in France• And 76% in Poland
• Hence confirming the accuracy and thepotential of Marie Brizard Wine & Spirits’
positioning at the heart of the market
14MARIE BRIZARD WINE & SPIRITS
16,8- 3,5
26,0
22,4
68,7
2015E Rationalize Optimize Grow 2018E
480.0 - 100 70- 120450
-500
2015E Rationalize Optimize Grow 2018E
0,6
Net sales€m
EBITDA€m
M 9lc
% of net sales
BIG 1.0net sales confirmed upwards with a CAGR: 8% to 13%
BiG 2018 1.0 €420-€460m
15% EBITDA margin
BiG 2018 1.0 12% - 15 %
2018e
-
Rationalize GrowOptimize
21
3%
25
CAPEX 2016-18€50m self-
financed plan
466.7
5.2
2014A
of which
351.5core business
-
Core: +8.7Non core: -3.5
10.4
€12m CAPEX
3.5
67–
7525
28-36
Cash generated by divesture: €40m
Volume effect: 69%Mix effect: 31%
2015e
of which
360.0core business
15%
Core: +11Non core: -1
BIG 2.0 financial recap
Update on Rationalization
BiG 2.0: double the amount of divestment proceeds to €40m
16MARIE BRIZARD WINE & SPIRITS
Rationalize Optimize Grow
Wholesale &
retail
Impact on net
sales
~(€120m)
Impact on
EBITDA
~+€10m
Expected value
> €20m
Manufacturing
equipments
Real estate
Poland
Poland
Poland
France
Impact on net
sales
~(€100m)
Impact on
EBITDA
~+€3.5m
Expected value
> €40m
BiG 1.0 BiG 2.0
Update on optimization
18MARIE BRIZARD WINE & SPIRITS
Rationalize Optimize Grow
EBITDA improvement on Optimization revised upwards between 2016 and 2018
• Bulk/Liquid
• Bottles & Other RMs
• Indirect purchasing
• Bottling
Sourcing
• New areas of development
• Improved strategy to address existing markets
• Partnerships with the shareholders
Route to Market
• Lean Manufacturing
Industrial best
practices
€25m Revised EBITDA improvement
between 2016 and 2018
BiG 2018 1.0
5 levers
19MARIE BRIZARD WINE & SPIRITS
Rationalize Optimize Grow
BiG 2018 1.0: 5 levers of the optimization
Upgrade the industrial footprint
1
Better sourcing
2
Strengthened Route to Market
3
Streamline the business
4
Develop core capabilities
5
20MARIE BRIZARD WINE & SPIRITS
Rationalize Optimize Grow
Progress Report 2.0: Upgrade of the industrial footprint
1 Vodka manufacturingInsource distillation capability and rationalize footprint
2 Fruits & Wine manufacturingSecure and upgrade to support high growth
3 Liqueur ManufacturingFondaudège transfer
4 Logistic network reconfig.Indirect purchasing synergies Moncigale
Not started Study phase / approval pending In progress Partially completed Fully completed
• Work in progress to modernize Beaucaire facility (France), fully operational early 2016
• CAPEX in 2015: €1.2m
• Lithuania: work in progress, installation to start early 2016
• Poland: under review, to start 2017• CAPEX in 2015: €3m / to come: €17m • EBITDA improvement: €10 to 12m
• Liqueur production transfer to Zizurkil & Lormont: January 2016
• Merger of William Pitters with Marie Brizard done• CAPEX in 2015: €6m / Opex saving €1.2m full year
• Warehouse consolidation• Rental and transportation cost savings• Opex savings: €0.3m
Progress report Where do we stand?
21MARIE BRIZARD WINE & SPIRITS
Rationalize Optimize Grow
Progress Report 2.0: Better sourcing
Not started Study phase / approval pending In progress Partially completed Fully completed
• Scotch Whisky sourcing secured • Undergoing finalization of long-term contracts
• Raw material and bulk contract renegotiation5 Purchasing costs
Group synergies and purchasing productivity
6 Whisky sourcing strategySecure sourcing for WP
Progress report Where do we stand?
22MARIE BRIZARD WINE & SPIRITS
Rationalize Optimize Grow
New opportunities with industrial shareholders:Sourcing
Diana Holding
Sourcing
Bottle savings
Moroccan Wine
bottling
Whisky Supply
Port Wine Bottling
Bottles and dry
materials
23MARIE BRIZARD WINE & SPIRITS
Rationalize Optimize Grow
Progress Report 2.0: Strengthened Route to Market
Not started Study phase / approval pending In progress Partially completed Fully completed
• Distributors review and alignment in key markets• Asia and Duty Free senior managers in place• African route to market under review
• Focus on 9 core states• New commercial director & KAM
7 Route to Market reconfigurationFocus on US
8 Export organizationIntegrated organization / streamlined logistics
Progress report Where do we stand?
24MARIE BRIZARD WINE & SPIRITS
Rationalize Optimize Grow
New potential opportunities with industrial shareholders: Route to market
Route to market
Distribution of MBWS brands in Morocco
Moroccan wines in
France by MBWS
Route to market in
Africa
Commercial synergies in
Spain
Wine commercial synergies in
Poland
Route To Market in
Africa
25MARIE BRIZARD WINE & SPIRITS
Rationalize Optimize Grow
Progress Report 2.0: Streamline the business
Not started Study phase / approval pending In progress Partially completed Fully completed
• To be launched in 2016
• Done for French liquors 9 SKU rationalizationOn all product ranges
10 Recipe reformulationRecipe cost reduction mainly on Vodka
Progress report Where do we stand?
26MARIE BRIZARD WINE & SPIRITS
Rationalize Optimize Grow
Progress Report 2.0: Development of core capabilities
Not started Study phase / approval pending In progress Partially completed Fully completed
• S&OP implementation in France and Poland• New cluster transportation network to be
implemented in January 2016
• Category management in France and Poland• Back to industry standards for the commercial
drift in France in 2015 vs. 2014
11 Commercial excellenceBest practices in category Mgt and sales
12 Sales & Operations PlanningGovernance and process best practices
Progress report Where do we stand?
27MARIE BRIZARD WINE & SPIRITS
France: strengthen leadership and innovate
• Strengthen William Peel and Fruits and wine leadership
• Sobieski as strong #2 vodka
• Improve pricing power
• Commercial excellence program
• Develop on-trade
• Scotch Whisky market down, while William Peel is increasing its market share
• Vodka market slowing down while Sobieski closing the gap vs. #2
• Flavoured wine market growing at a lower pace while Fruits and Wine is increasing its market share
• Increased A&P support behind pillar brands
• On-trade team organization in place
• Commercial excellence, with structuring of trade marketing team
• Reinforcement of leading brand equitiesthrough ATL
• On-trade development lead with MarieBrizard, Sobieski and Gautier
• Commercial excellence through category &revenue management as well as trademarketing
• Innovation on leading brands thanks to NPDstarting Q2 2016 and equity stretch as well aslaunch of new concepts
• Revitalization of non core brands with leadingpositions and/or highly differentiatedproposition
Current RealityBiG 2018 levers BiG 2.0 levers
BiG 2018 1.0 targets reconfirmed:• Sales: > €200m
• A&P + 50% between 2015 and 2018• Volumes: > 11m 9-L cases
Rationalize Optimize Grow
28MARIE BRIZARD WINE & SPIRITS
Poland: a balanced leading player
• Regain #2 position in vodka
• More balanced portfolio, with the launchof William Peel and Fruits and Wine
• On-trade focus
• Improve pricing power
• Commercial excellence
• Krupnik regained #2 clear vodka rank, with13.1% market share*
• Flavored range represents 15% of currentgrowth and 5% of total sales
• Launch of William Peel and distributionbuilding, while SW category shipments toPoland increased by 60% in H1 2015
• Launch of Fruits and Wine and equity building
• Commercial & marketing management teamsprofessionalized
• Strengthening of Krupnik through distributionexcellence and flavored development
• Relaunch of Sobieski thanks to new pack andequity reinforcement
• Innovation in vodka
• COGS Improvement
• 10% market share target for William Peel
• Category building and leadership for Fruitsand Wine
• Commercial excellence through category &revenue management as well as trademarketing
Current RealityBiG 2018 levers BiG 2.0 levers
*Nielsen YTD P10
BiG 2018 1.0 revised upwards:• Sales: > €100m (vs. > €80m in 1.0)• A&P + 50% between 2015 and 2018
• Volumes: > 6.5m 9-L cases
Rationalize Optimize Grow
29MARIE BRIZARD WINE & SPIRITS
USA: growing from a solid foundation
• Leverage USA Route To Marketreconfiguration
• Maintain national distribution throughKey Account Management
• Introduce other pillar brands
• Optimize fixed costs structure bydistributing 3rd party brands
• Booming craft trend
• Promotional pressure increasing (vodka)
• Route To Market focus implemented
• New commercial Director + Key AccountManagement
• Distribution of Kerrygold Irish Cream, TrombaTequila, Cedar Ridge American Whisky
• Relaunch of Sobieski through updated &differentiated positioning & packaging
• Supported by a strong A&P increase to raiseawareness, build equity and grow velocity by10%
• Increase distribution to reach 40% ACV andincrease visibility on shelf
• Launch of Sobieski Estate, Fruits and Wineand SHOTKA
• Re-energization of Marie Brizard
• Commercial excellence incl. better tradesupport management, distributorperformance based management and trademarketing initiatives
Current realityBiG 2018 levers BiG 2.0 levers
BiG 2018 1.0 confirmed targets:• Sales: > €50m
• A&P + 150% between 2015 and 2018• Volumes: 1.7m 9-L cases
Rationalize Optimize Grow
30MARIE BRIZARD WINE & SPIRITS
Lithuania: expand while consolidating
• Reach #1 rank in vodka
• Launch of group pillar brands: William Peel and Fruits and Wine
• Expand portfolio to 3rd party brands
• Expand cluster’s reach
• Promotional pressure increasing
• Market entry of discounters expected this year
• Launch of William Peel and Fruits and Wine
• Sobieski reboot through new pack and more support in A&P
• Rejuvenated Bajoru franchise
• Continue building William Peel and Fruits and Wine
• Commercial excellence focused at more efficient spends
• Portfolio rationalization and brand migration (liqueurs and bitters)
• Grow cluster especially in Belorussia, Russia and Baltics
Current realityBiG 2018 levers BiG 2.0 levers
BiG 2018 1.0 revised upwards:• Sales: > €25m (vs. > €23m in 1.0)
• A&P + 70% between 2015 and 2018• Volumes: >2.0m 9-L cases
Rationalize Optimize Grow
31MARIE BRIZARD WINE & SPIRITS
Spain: leveraging strong partnerships
• Disruption and innovation, launch of Shotka and Fruits and Wine
• Distribution focus
• Private label to strengthen relationships with key retailers
• Capitalize and reenergize Marie Brizard and Marques del Puerto strong equities
• Anisé market going down while Marie Brizard growing
• Share of off-trade increasing
• Private Label tenders opened
• Shotka test launched
• Fruits and Wine support increased
• Leverage Marie Brizard strong awareness through A&P and brand building activities
• Continue Shotka & Fruits and Wine development
• Develop Marques del Puerto penetration though brand rejuvenation
• Strengthen Mercadona relationship through Private Labels
• Develop border business to reach natural level for key French leading brands
• Commercial excellence to increase consumers’ reach
Current realityBiG 2018 levers BiG 2.0 levers
BiG 2018 1.0 revised upwards:• Sales: > €25m (vs. > €20m in 1.0)
• A&P + 200% between 2015 and 2018• Volumes: >0.9m 9-L cases
Rationalize Optimize Grow
Update on growth
Progress Report BiG 2.0: Strong leaders expanding
• 3 brands over 3 million 9L-cases: William Peel, Sobieski and Krupnik
• 2 brands over 1 million 9L-cases: Fruits and Wine and Marie Brizard
• 2 non pillar brands able to capture global trends: Gautier and SHOTKA
• A solid portfolio of assortment brands to support pillar brands
• A consistent and differentiated portfolio of trustworthy, bold and flavorful brands
• Supported by increased A&P (+48% 2015-2018) to reach 11% of net sales on pillar brands, in line with the industry average
Rationalize Optimize Grow
33
34MARIE BRIZARD WINE & SPIRITS
Marie Brizard
Rationalize Optimize Grow
BiG 2018
Brand rejuvenation
Favorable consumer trends
Route To Market
Expand in both on and off-trade
A&P support
Current reality
#1 imported Fruit liquor in the UK (on-trade) and Australia (off-trade)
Route To Market reconfiguration in all key Asian markets
DNA positioning reboot under way
SKU rationalization
BiG 2.0 levers
Global relaunch in Q2 2016
Strong DNA, unique roots and recognized savoir-faire
Focus on France, Asia Pacific, DF and the USA
Other group liquor brands’ migration
2018 target
1m 9L cases
35MARIE BRIZARD WINE & SPIRITS
William Peel
Rationalize Optimize Grow
BiG 2018
Nourish, stretch, premiumize in France
International development with a focus in Poland, Spain & Baltics
Commercial excellence to act as category captain
Current reality
Market down in France, while William Peel is growing and increasing its market share
Promising launch in Poland, Lithuania and Bulgaria
Launch of William Peel Coffee
Launch of new ATL campaign in Q4
BiG 2.0 levers
Launch of premium variants
Category captainship in France
Strong support in Poland
A&P support in line with market share in France
2018 target
3.4m 9L cases
36MARIE BRIZARD WINE & SPIRITS
Sobieski
Rationalize Optimize Grow
BiG 2018
Price and positioning through portfolio expansion and premiumization
Media spends in key markets in line with “destination” market share
Route To Market
Current reality
New Route To Market in the USA being implemented
New positioning and pack under development
Gap with #2 in France reducing ahead of Q4 ATL
BiG 2.0 levers
Launch of new pack in 2016
Strong equity support
Full benefit from Route To Market in the USA
Strong development of Sobieski Estate especially in on-trade
2018 target
3m 9L cases
37MARIE BRIZARD WINE & SPIRITS
Krupnik
Rationalize Optimize Grow
BiG 2018
Business as usualCurrent reality
Have not participated in price war
Regain #2 spot in clear vodka over the summer
Reboot of Krupnik pack and positioning
Flavoured range: 17% of growth and 5.4% of volumes
BiG 2.0 levers
Increase share of flavors
Continue distribution drive and commercial excellence
Continue brand equity building
2018 target
4.5m 9L cases
38MARIE BRIZARD WINE & SPIRITS
Fruits and Wine
Rationalize Optimize Grow
BiG 2018
Strong fit with consumer trends
Growth momentum in France
Unique DNA and occasion driven and Flavors expertise
Strong A&P support
International expansion
Current reality
Now a 1 million case brand
French Market still growing but at a lower pace
Start of the international expansion
New ‘Lightheartedness’ campaign heavily supported over the 2015 summer through ATL and digital
BiG 2.0 levers
Category captainship in France
Development of on-trade
Building on successful introduction in Canada, Poland, Spain
Launch in the US, Japan and UK
2018 target
1.5m 9L cases
39MARIE BRIZARD WINE & SPIRITS
Maison Gautier
Rationalize Optimize Grow
BiG 2018
Business as usual Current reality
Best Cognac in the world, twice over the last 12 months
Quality not recognized in its pricing
Undifferentiated positioning and packaging
Lack of investments / Limited geographical basis
BiG 2.0 levers
Consumer trends (rooted, experiential, small indulgences)
Global relaunch in 2016
Focused on the USA, Canada, France, UK and Duty Free
A&P support
2018 target
Enter the
Cognac Top10
Assortment brands
Rationalize Optimize Grow
Biala DamaBajoruCapacaïbaFogo PaulistaGlenroger’s
Porto PittersCocktails PittersonSir PittersonSan José TequilaMarques del PuertoBergerCortel + RenaissanceBulgarian wines portfolio
Old Lady’sMoncigaleDubarFinezza
40
2015-2016 On Going2015 Achieved 2016 To start
3 Stock warrant exchange offer
Support operational
development
Key objectives
1
Rationalize capital structure
2
Generate a first capital increase of up to €110m¹ in the shortterm (2016) to:
facilitate exit from the business continuation plan …
… while preserving flexibility to finance MBWS’s developmentplan
Generate a second capital increase in the medium term to:
finance potential strategic development opportunities in linewith BiG 2.0 objectives
soften immediate dilution for current shareholders
Simplify MBWS capital structure by creating a single tranche ofwarrants
Improve liquidity for warrants holders
1 In maximum case of 5.5m BSA 2015 issued and exercised
42
Number of warrants to be issued
Depending on the parity approved by the EGM (5 January, 2016) and the success rate of the
offer to a limit of 5.5m
1 BSA 2023 per BSA 2015,
i.e. maximum of 5.5m
Issuance conditionsAs part of the simplified public
exchange offerIn case of exercise of the BSA 2015 before March 31, 2016
Exercise price €20 €25
Maturity 31 December, 2016 31 December, 2023
Exercise parity 1 : 1 1 : 1
“BSA 2015” “BSA 2023”
New warrants’ main characteristics
Other n.m. Potential soft call clause
43
83110
49
138
132
248
Current warrants New warrants(maximum case of 5.5m
BSA 2015 and BSA 2023issued and exercised)
14.7%20.8%
7.8%
20.8%
22.5%
41.5%
Current warrants New warrants(maximum case of 5.5m
BSA 2015 and BSA 2023issued and exercised)
Key impacts
Maximum dilution (% of current NOSH)Maximum proceeds for MBWS (€m)
Mid term
2016
+€116mHalf of
dilution postponed
to mid term
Mid term
2016
BSA 2023
BSA 2015BSA Act.1
BSA OS
BSA 2004BSA 2006BSA Act.2
44
Conclusion
46MARIE BRIZARD WINE & SPIRITS
16,8- 3,5
26,0
22,4
68,7
2015E Rationalize Optimize Grow 2018E
480.0 - 100 70- 120450
-500
2015E Rationalize Optimize Grow 2018E
0,6
Net sales€m
EBITDA€m
M 9lc
% of net sales
BIG 1.0net sales confirmed with a 8% to 13% CAGR
BiG 2018 1.0 €420-€460m
15% EBITDA margin
BiG 2018 1.0 12% - 15 %
2018e
-
Rationalize GrowOptimize
21
3%
25
CAPEX 2016-18€50m self-
financed plan
466.7
5.2
2014A
of which
351.5core business
-
Core: +8.7Non core: -3.5
10.4
€12m CAPEX
3.5
67–
7525
28-36
Cash generated by divesture: €40m
Volume effect: 69%Mix effect: 31%
2015e
of which
360.0core business
15%
Core: +11Non core: -1
BIG 2.0 financial recap
BiG 2.023 November, 2015