Statement of non-financial performance 2018 · (veepee.com; careers.veepee.com) PUBLIC AUTHORITIES...

Statement of non-financialperformance

2018

vente-privee.com Group – Statement of Non-Financial Performance 2018

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Introductory remarks............................................................................................................................................................................................................................................................................................................................................3A unique business model.........................................................................................................................................................................................................................................................................................................................6Stakeholder dialogue.........................................................................................................................................................................................................................................................................................................................................7Non-financial risks analysis...............................................................................................................................................................................................................................................................................................................8Women and men at the heart of our strategy.......................................................................................................................................................................................10

I.1) Attracting talent within our Group..................................................................................................................................................................................................................................................11 A. Targeting our recruitment..................................................................................................... ......................................................................................................................................................................15 B. Developing the employer brand..............................................................................................................................................................................................................................................15I.2) Retaining talent within our Group...................................................................................................................................................................................................................................................16 A. Promoting regular dialogue with our stakeholders................................................................................................................................................................16 B. Contributing to our employee development....................................................................................................................................................................................17 C. A fair compensation policy.....................................................................................................................................................................................................................................................................18 D. A policy to fight against all types of discrimination...................................................................................................................................................................19I.3) Building employee loyalty...................................................................................................................................................................................................................................................................................22 A. A shared corporate culture.................................................................................................................................................................................................................................................................22 B. Ensuring employee well-being...................................................................................................................................................................................................................................................23 C. Conducting a responsible employer policy..................................................................................................................................................................................................25I.4) Additional social information - Privalia.......................................................................................................................................................................................................................27

Environmental responsibility...........................................................................................;........................................................................................................................................................................30II. 1) Widespread consideration of environmental issues......................................................................................................................................................................31 A. Financial resources dedicated to pollution prevention........................................................................................................................................32 B. Actions to inform employees about environmental protection.......................................................................................................32II. 2) An assessment of environmental impacts closest to our activities....................................................................................................33 A. Packaging...................................................................................................................................................................... ....................................................................................................................................................................33 B. Responsible management of products and inventories................................................................................................................................34 C. Energy consumption, measures taken to improve energy efficiency and use of renewable energies.................................................................................................................................................37 D. Climate change......................................................................................................................................................................................................... .............................................................................................................38 E. Protection of biodiversity...............................................................................................................................................................................................................................................................................39

Societal Responsibility...................................................................................................................................................C..........................................................................................................................................40III. 1) Dialogue and impact on regional development..................................................................................................................................................................................41 A. Relations with associations.................................................................................................................................................................................................................................................................41 B. Dialogue with members...............................................................................................................................................................................................................................................................................42 C. Dialogue with consumer associations and professional groups........................................................................................................42III. 2) Service providers and social and environmental issues.......................................................................................................................................43 A. Transport service providers...............................................................................................................................................................................................................................................................43 B. IT service providers.....................................................................................................................................................................................................................................................................................................43 C. Waste collection service provider....................................................................................................................................................................................................................44III. 3) Fair practices..................................................................................................................................................................................................................................................................................................................................44 A. Fight against corruption..............................................................................................................................................................................................................................................................................44 B. IT security and personal data protection.............................................................................................................................................................................................44 C. Measures to promote the health and safety of consumers........................................................................................................................45 D. An improved price reliability approach..............................................................................................................................................................................................................45

Methodological Note..................................................................................................................................................................C.................................................................................................................................................46Definitions – SOCIAL.............................................................................................................................................................................................................................................................................................................................................49Definitions – ENVIRONMENT...................................................................................................................................................................................................................................................................................................................52Definitions – SOCIETAL............................................................................................................................................................................................................................................................................................................................54Report by one of the Statutory Auditors, appointed as an independent third party, on the Consolidated Non-Financial Performance Statement in the Management Report........................56Cross-reference table – Spanish Law 11/2018 on non-financial and diversity information........................59


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Introductory remarksRegulatory context and scope of reporting Over the last five years, vente-privee.com SA has prepared a CSR report attached to its Management Report. Three factors have modified the scope of reporting for 2018 :

• The regulatory changes due to the transposition of Directive 2014/95/EU of the European Parliament and Council of 22 October 2014 as regards disclosure of non-financial and diversity information by certain large undertakings and groups;

• The legal interpretation by the CNCC Legal Studies Commission (February 2019);

• The transposition on 28 December 2018 by the Spanish legislator of Directive 2014/95/EU of the European Parliament and Council of 22 October 2014, including non-listed companies1.

These factors provide new clarification on the application of article L. 225-102-1 of the French Commercial Code to groups preparing their consolidated financial statements on a voluntary basis.Consequently, the obligation scope for this statement is now that of the group preparing consolidated financial statements: vente-privee.com Group, hereafter «the Group», including the entities presented below.Without any specific comment, Vente-privee.com, the structure’s legal name, refers to the Company’s activities in France.

The environmental, social and societal information contained in this statement meets the requirements of article L. 225-102-1 of the French Commercial Code, as amended and the articles R. 225-105 et seq. of the French Commercial Code, amended by Decree no. 2017-1265 of 9 August 2017, in application of Ruling no. 2017-11180 of 19 July 2017, transposing Directive 2014/95/EU of the European Parliament and Council of 22 October 2014: the Statement of Non-Financial Performance.This «Declaration of Extra-Financial Performance» may also be referred to hereafter as «DPEF».

For this first DPEF, the statement concerns the following entities2:

1 The data required by Spanish law which exceeds the French national reference framework (article L. 225 of the French Commercial Code) is also indicated in this document. A cross-reference table on the law can also be found in the appendix.2 Oosearch (SASU) and Digital Commerce (SAS) are both subsidiaries of vente-privee.com, and are excluded from the reporting system due to their legal nature. They are, however, included in the scope of the Economic and Social Unit (UES).

VENTE-PRIVEE.COM SA

VENTE-PRIVEElogistique SAS

Privalia VentaDirecta SA

Other Groupeentities

PRIVALIA TRAVEL Liquidated in December 2018PRIVALIA TRAVEL Liquidated in December 2018

Privalia Venta Directa Mexico

No employees

PrivaliaVenditaDiretta

PrivaliaServicos deinformacao

Ltda

PrivaliaPink&Pack

Talentedpeople

Target Group Privalia Group

Entities excluded from the scope Scope of the 2017 CSR report


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Due to the recent extension to the scope of this statement and the on-going convergence process within the Group, it is not possible to guarantee an exhaustive collection and uniform consolidation of this information for the 2018 financial year1. Thus, the environmental, social and societal data available to date concerns a limited scope representing a coverage rate of 65% of consolidated headcount, for the companies:

• vente-privee.com S.A.• vente-privee ogistique SAS• Privalia Venta Directa, S.A.• Privalia Pink and Pack, S.L.U.*

Due to the on-going convergence, the policies and results described below do not systematically cover the entire Group. The scope of the policies is indicated in the text.Currently unavailable information will be gradually integrated over the coming financial years.

The Group has decided to request the opinion of an independent expert on the truthfulness of the consolidated social, environmental and societal information provided in the Management Report, pursuant to the provisions of article L. 225-102-1 of the French Commercial Code. KPMG was appointed as an independent third party.

1 The coverage scope is provided in the methodological note. The comparability of non-financial data with year n-1 may not be available due to this change in scope. This will be indicated in the statement’s content.


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Corporate context Since 2016, vente-privee.com has made numerous acquisitions :

• the most significant: Privalia, leader in Spain, Italy, Brazil and Mexico; • vente-exclusive in Benelux; • Eboutic.ch in Switzerland; • Designers & Friends in Denmark; • ZloteWyprzedaze in Poland.

This external growth mobilised and continues to mobilise the teams, in addition to the Company’s organic growth. The Group’s offering has also changed. From its origins as a generalist website, with fashion at its core, vente-privee.com has become a multi-specialist; an expert in all sectors in which it operates with its own positioning and identity: Fashion, Home and Decoration, Accessories, Sport, Children, Travel, Leisure, Beauty, Wine and Gastronomy.

To deal with all these changes and meet these new challenges, a new General Management team and Executive Committee are in place, and all the teams have worked to reinforce synergies between the entities and harmonise cultures and processes.From January 2019, the convergence strategy will aim to continue this expansion work and regroup the international activities of vente-privee.com under a single brand.

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A unique business model*This data is calculated for the 2018 reporting scope: vente-privee.com; vente-privee logistique and the sub-group Privalia»

STAKEHOLDERS MAIN PLAYERS

EMPLOYEES

Engagement survey, annual appraisal, «Engagers», training offering, intranet and

internal social networkWORKFORCE

STAFF REPRESENTATIVE BODIES Collective agreement, annual negotiation, Social and Economic Committee

LOCALCOMMUNITIES

ASSOCIATIONS Partnership agreements, annual reports

PUBLIC INSTITUTIONS Donations of equipmentto hospitals or schools

FUTUREGENERATIONS

INNOVATION Labs(IT and communication technologies)

Support of 42 and Epitech schools, conferences

FUTURE EMPLOYEES careers.veepee.com

ASSOCIATIONS Skills-sponsorship

SUPPLIERSBRANDS Procurement, contracts and

monitoring department

SERVICE PROVIDERSIndirect Purchasing Department, Questionnaire, call for tenders,

specifications

INVESTORSPARTNERS Governance body, Management Report,

DPEF, Corporate Governance Report

BANKS ManagementReport

CIVILSOCIETY

MEDIA AND INFLUENCERS Press release,corporate website (veepee.com)

CONSUMER ASSOCIATIONS Surveys

PROFESSIONAL FEDERATIONS FEVAD, UDA, e-commerce europe

MEMBERS (consumers) E-commerce site, Member Relations Service, e-commerce mediator

PUBLIC Social networks, corporate website (veepee.com; careers.veepee.com)

PUBLIC AUTHORITIESCommission preparing the legislative

framework, audits and reporting(eco-contributions, INSEE etc.)

MAIN MODES OF DIALOGUE

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Stakeholder dialogue The vente-privee.com group builds on numerous partnerships to create and preserve constructive, high quality and sustainable dialogue.

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Non-financial risks analysisLike all companies, vente-privee.com group is faced with a set of internal and external risks that may impact its balance sheet and brand image.In 2017, the Group therefore initiated and has since consolidated an active policy to identify and analyse risks in order to defend its assets and reputation and protect the interests of its shareholders, employees, customers and suppliers.

This Group risk management policy is part of a dynamic approach mainly based on:

• the creation of jobs and skills dedicated to managing different types of risks, in particular related to the Security of goods, people and IT departement as well as regulatory compliance (Security Director, H&S Officer, Fire Safety Officer, Data protection officer, Risk manager, etc.);

• the preparation in 2017, under the responsibility of the Executive Committee, of a global operational and transversal risk and exposure level mapping;

• the identification of major risks that require priority treatment;• the definition and deployment of action plans to hedge against these major risks, some of

which are included in the Group’s overall strategy;• a redesign of its insurance system designed to deploy customised coverage at Group level

of the Company’s insurable risks.

Furthermore, in order to define effective and rational action plans to reduce and/or manage risks, each major family identified has been subject to a dedicated plan, involving, where required, a second level of risk analysis to guarantee that all of its factors are taken into account.For example, a specific project was initiated in January 2019 designed to deploy a Health and Safety risk management and control system for people and goods.

The definition of action plans is systematically based on a balanced approach between the risks (acceptable level for the Company) and opportunities in financial, industrial, environmental and commercial terms, in order to preserve the Group’s development, economic and operational performance.

A certain number of operational and financial risk factors have been identified by the Group to date, and have not be subject to a detailed description in this statement. However, the main non-financial risks described below have been prepared based on this list of risks. As the Group is still undergoing a convergence process, the relevant risk management factors indicated are those that exist to date, and may not cover all subsidiaries. These factors will be gradually harmonised at Group level.

This list was presented within the available time period to the key internal stakeholders for the main subjects listed, in particular to certain members of the Executive Committee.

Fight against discrimination and promotion of diversity

Risk of insufficient integration of diversity issues within corporate policies

I. 2) D. A policy to fight against all types of discrimination

III.1) A. Dialogue and impact on regional development - relations with associations

Gender equality index (France)Proportion of women members of the Executive Committee

Number of employees on parental leaveNumber of disabled workers

Number of people with modified work stationsNumber of employees living in Seine-Saint-Denis

Skill-based sponsorship by employeesWhistleblowing platform «integrity line»

Health and safety conditions Risks related to occupational accidentsor diseases

I.3) C. Conducting a responsible employer policy

Group Safety and Security Director Group HSE Officer

Frequency rate and severity rateNumber of employees trained in EPI and SST

Safety and security risk mapping (2019)

SOC

IAL

Work organisation, social dialogue and respect

for human rights

Strong risk of dependency on IT tools and consequences in the event of failure

I. 1) A. Targetting our recruitmentI.3) A. A shared corporate culture

III. 3) B. IT security and personal data protection

Investment in high-quality IT tools and servicesNumber of hires vpTech

IT charterRegular intrusion tests for the entire IT system

Continuity plan

Risk related to the Group’s international development and the difficulty in harmonising

working conditions or social dialogue I. 2) A. Promoting regular dialogue with our stakeholders

Social agreements and dialogue bodies (CSE)Monitoring of tribunal disputes and warnings

Whistleblowing platform «integrity line»Participation rate for the engagement survey

Results of the engagement survey

Risk of imbalance between professionaland personal life

I. 2) B. Contributing to our employee development`

I. 3) Building employee loyaltyIII.1) A. Dialogue and impact on regional

development - relations with associations

Company agreement VP3D 2.0Right to disconnect policy

Negotiation on teleworkingAbsenteeism rate

Number of resignationsDeparture interview

Number of training hoursResults of the engagement survey

Monitoring of internal mobilityEmployee volunteering

Skills and recruitment

Risk of difficulties in retaining employees due to a lack of attractiveness for certain positions (working conditions, working environment,

managerial maturity) I. 1) A. Targetting our recruitmentI. 2) B. Contributing to our employee

developmentI.3) A. A shared corporate culture

Culture and «Group Behaviours»Talent policy: appraisal, feedback culture, succession plan

Collective agreement on the classification of jobs in the road transport branch and auxiliary transport activities

Number of redundanciesNumber of resignations

Risk of loss of skills required for business continuity, with a possible negative impact

on staff costs, the quality of the products and services and capacity for innovation, production

and distribution of products,services and solutions

Number of hires vpTechTurn over of key skills

Number of people trained Number of training hours

Annual investment in training (share of payroll)

ENV

IRO

NM

ENTA

L

Energy consumption Risk of increased energy consumption related to activities (IT tools, buildings)

II.2) C. Energy consumption, measures taken to improve energy efficiency and use of renewable

energiesIII.2) B. Service providers and social and

environmental issues - IT

Annual review of gas, electricity and water consumption for each siteEnergy audit (2019)

Consumption of raw materials and measures taken

to improve the efficiency of their use

Risk of increased consumption of materials due to packaging

II. 2) A. An assessment of environmental impacts closest to our activities - Packaging

Annual review of the quantity of packaging by material Share of recycled materials in the packaging usedAnnual eco-contribution declaration for packaging

Prevention, recycling, reuse and other types of recovery

and elimination of wasteRisk of lack of full product traceability

II.2)B. Responsible management of products and inventories

Number of unsold items given, refurbished or destroyedNumber of WEEE recovered and recycled

Consideration of all types of pollution specific to an activity

Risk related to the variety of products and their management in the warehouses

II. 1) Widespread consideration of environmental issues

II.2)B. Responsible management of products and inventories

List of ICPE classified warehousesNumber of products recycled or destroyed

Implementation of specific partnerships for the recycling or destruction of certain products

Greenhouse gas (GHG) emissions and adapting

to the consequences of climate change

II. 2) A. An assessment of environmental impacts closest to our activities - Packaging

II.2) D. Climate change & greenhouse gas emissions

Quantity of emissions in tonnes eq. CO2 related to own activities (consumption of energy and packaging)

Risk of increased GHG emissions due to indirect activities

Risk of increased GHG emissions due to direct activities

Quantity of emissions in tonnes eq. CO2 related to logistics activities via the number of parcels sent over one year

Main logistics service provider committed to carbon neutralityProportion of packages sent via relais colis collection points

Number of parcel returnsNumber of tickets sold to members through the Travel service

GO

VER

NA

NC

E

Risks related to the consolidation of new entities, as well as their employees, activities, technologies and operational and financial

processes

Organisation of functions and tools at Group level (on-going)List of social agreementsTalent / key skills policy

«Group Behaviours»Convergence plan

Significant change in the organisation

I. 2) A. Promoting regular dialogue with our stakeholders

I.3) A. A shared corporate culture III. 2) Service providers and social and

environmental issues

SOC

IETA

L

Subcontracting, suppliers and respect for human rights

Risk of non-compliance by service providers or suppliers with current European or international

standards

III.2) Service providers and social and environmental issues

III.3) Fair practices

Self-assessment questionnaires to service providers during calls for tenderTransposition of standards in contractual clauses with direct

service providers or suppliers

Personal data protectionRisk of failure to protect personal data of

consumers or stakeholdersII. 3) B. IT security and personal data protection

Creation of a Group Data Protection Officer (DPO) in 2019Presence of a DPO in the Group’s main subsidiaries

Regular intrusion tests for the entire IT system

Fair practices and fight against corruption Risk of non-detection of corruption situations

involving Group employees in a context of diversification and international development

Whistleblowing platform : integrity lineNumber of whistleblowing reports triggered

Transposition of the requirements of the Sapin II law in contractual clauses with service providers (2019)

III.3) Fair practices

Risk that the price policy does not comply with the requirements of current regulations

III.3)D. An improved price reliability approachDescription of the price policy in the General Sales Conditions

Independent extraction of external price data, authentication and validation of reference data by a third party (on-going)

Consumer health and safety

Risk of selling non-compliant productsContractual commitment by the supplier to guarantee product compliance

Recall campaign procedureNumber of products recalled

III.3) C. Fair practices - consumer health and safety

Risk of insufficient «responsible» regulatory and proactive information on the product

or its packaging

II.2) A. Packaging - Means of communication dedicated to the indirect impacts

of shipping packagingII.2)B. Responsible management

of products and inventories

Number of packages with marking of sorting instructionsInformation product sheets: WEEE, food, travel etc.

Societal contribution to sustainable development

Risk of insufficient contribution to a circular economy

Main logistics service provider committed to carbon neutralitySupplier of less energy-intensive computers containing recycled materials

Product information sheets: WEEE, food, travel etc.Number of pieces of WEEE recovered and recycled

Volume of partnerships with «small food producers»

II.2) An assessment of environmental impacts closest to our activities

III.2) service providers and social and environmental issues

Risk of insufficient contribution to the development of operating regions

III.1) Dialogue and impact on regional development

Annual budget for the Foundation, sustainability of partnerships and actions carried out

Other donations to associationsVolume of donations to the food bank

Indicators and related proceduresRelevant items in the Statement of Non-Financial PerformanceDescription of the risk

«Non-financial» categories or «CSR»based on Article 225 of the French

Commercial Code

Risk related to internal or external social movements

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Elements in italics are not presented in this Statement for reasons of confidentiality Elements indicated in pink correspond to date to policies applicable over a Group scope.

The others are intended to be gradually harmonised.

WOMEN AND MEN AT THE HEART OF

OUR STRATEGY

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In an ever more international context, in 2018, the vente-privee.com Group focused on a strategy of profitable growth, in order to preserve the healthy working environment of its employees. For this, vente-privee.com has developed a strong human resources policy, placing the Group’s women and men at the heart of our strategy, with a triple objective of attracting, retaining and increasing the loyalty of all employees.Since 23 January 2019, vente-privee.com and all its European subsidiaries have been brought together under a new common brand: Veepee. Brazil and Mexico will remain under the Privalia brand.During 2018, the vente-privee.com Group focused its human resources strategy on three main strategic actions to achieve the Group’s targets:

• subsidiary status assigned to vente-privee.com’s logistics activity to reinforce this activity in France;

• continued strong investment in IT system business lines in order to accelerate the Group’s technological transformation;

• the preparation of a convergence policy between the Group’s entities and brands, announced at the start of 2019.

I.1) Attracting talent within our GroupOver 4,000 employees make up the vente-privee.com Group today within seven major business line families:

• SalesThe sales teams bring together and negotiate almost 15,000 sales event per year.

• Sales ProductionSales Production coordinates the 15,000 sales and creates dedicated visuals and content. It then pursues the outreach of sales internationally.

• MarketingThe Marketing Department promotes and reinforces the vente-privee brand to the general public and members. It designs a large number of communication campaigns each year and provides vente-privee with over 10,000 press mentions each year.

• IT The IT department provides the technological means required for the Group’s ambitions. The teams are broken down into five transversal hubs in Europe and include two innovation laboratories: Lab 42 and EPITECH with 20 projects delivered since 2017.

• Member Relations ServiceThe teams support members (consumers) on a daily basis, through different communications channels (calls, e-mails, social networks). Awarded Best Customer Service for the 9th consecutive year, it provides a fast, effective response to members.

• LogisticsThe Logistics service delivers a growing number of parcels to members throughout Europe. As La Poste’s (French Postal Service) second largest customer, the logistics teams dispatch over 60,000 parcels per day in France.

• The Support FunctionsOther business lines surround the six main families to support employees on a daily basis: finance, legal, human resources and general services.

TRA

ININ

G

1% of payroll Annual training budget - not available not available 1,3% not available n.a. -

24 802 Nb of training hours 9 648 9 178 9 507 141 15 395 not available 6 217 n.a. 25 043

1653 Nb of employees trained 1 357 not available 1 342 15 1 585 not available not available n.a. 2 942

not available Nb of women trained - not available not available 948 not available n.a. -

not available Nb of men trained - not available not available 637 not available n.a. -

69 Nb part-time employees 8 8 - 85 not available n.a. 93

not available Nb part-time employees - 4,68 not available not available - not available 10,36 n.a. -

not available Breakdown Women 5 5 - 71 not available n.a. 76

not available BreakdownMen 3 3 - 14 not available n.a. 17

WO

RK O

RGA

NIS

ATI

ON

530 Nb of fixed-term contracts hired 126 243 91 35 300 not available 57 n.a. 426

278 Nb of hires -25 years - 78 not available not available 170 not available 92 n.a. -

454 Nb of permanent contracts hired 203 338 172 31 622 not available 284 n.a. 825

30 Nb of hires +45 years - 21 not available not available 75 not available 54 n.a. -

61 Nb of redundancies 27 71 25 2 90 not available 19 n.a. 117

133 Nb of resignations 61 148 61 - 174 not available 26 n.a. 235

not available Breakdown Women 16 14 2 51 not available n.a. 67

not available BreakdownMen 11 11 - 39 not available n.a. 50 H

IRES

AN

D D

EPA

RTUR

ES

2590 Total Headcountas of 31/12 784 1 919 718 66 2 858 596 939 n.a. 3 642

2 480,86 Average monthly

headcount (in full-time equivalent)

- not available not available 2 782,97 not available n.a. -

not available Headcount on permanent contracts as of 31/12 652 620 32 2 638 not available n.a. 3 290

289 Headcount on fixed-term contracts as of 31/12 132 98 34 220 not available n.a. 352

1 842 Permanent headcount - not available not available 1 999 not available n.a. -

1 551 Breakdown Women 460 426 34 1 636 354 n.a. 2 096

1 039 BreakdownMen 324 292 32 1222 242 n.a. 1 546

not available Breakdown Women 374 365 9 1 471 not available n.a. 1 845

not available BreakdownMen 278 255 23 1 167 not available n.a. 1 445

not available Breakdown Women 86 61 25 155 not available n.a. 241

not available BreakdownMen 46 37 9 55 not available n.a. 101

WO

RKFO

RCE

104 189 536 Gross payroll (€) 26 083 421 95 782 118 25 756 421 327 000 120 194 677 not available 24 412 558 n.a. 146 278 098

Consolidated revenue (€) 2 331 547 40

CO

RPO

RATE

TOTAL 2018

SCOPE

FRANCE SPAIN

2018PRIVALIA PINK AND

PACK, S.L.U.

2018TOTAL Prevail Spain

2018PRIVALIA VENTA

DIRECTA SAVP SA

20172018

VP LOG

2017

Total FR

2017

Total FR

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Table of social indicators for the Group1

1 An additional chapter presents the additional data required by Spanish law, which exceeds the French reference framework of article 225 of the French Commercial Code.

20182017Headcount by sites as of 31/12

Le Landy 108163

Wilson (including Logistics) 1 0221 051

Blanc Mesnil 1 & 2 10187

Beaune 4843

Pressensé 170

Vérone 628558

Bretons 205178

Nantes 9

Mitry-Mory 5959

Sub-total Ile-de-France 2 1402 096

Sub-total VP Log 939

TOTAL 2 8582 590

Employees living in Seine-Saint-Denis (out of employees in Ile-de-France) 18%

Lyon 1, 2, 3 and Lyon 4 661451

Sub-total VP.com 1 919

2018Headcount by employment category and entity as of 31/12

VP SA - MANAGERS 1 159

TOTAL MANAGERS 1 265

VP SA - SUPERVISORS 477

TOTAL SUPERVISORS 613

VP SA - EMPLOYEES 283

TOTAL EMPLOYEES 980

VP LOG - MANAGERS 106

TOTAL 2 858

VP LOG - SUPERVISORS 136

VP LOG - EMPLOYEES 697

2018Headcount by Privalia site as of 31/12

Llull Offices 489

Vilarodona Warehouse 7

Llull Digital Factory 222

TOTAL 718

13

2018Headcount by Pink and Pack site as of 31/12 1

1 Pink&Pack (formerly Criptomart, SLU) was acquired by vente-privee.com group on 28 June 2018. On 17 July 2018, “Criptomart, S.L.U” changed names to become “Privalia Pink and Pack, S.L.U”. This explains the absence of 2017 data.2 According to the current requirements of Spanish law

Office 12

Warehouse 54

TOTAL 66

2017 2017 2017 2017 2017 20172018 2018 2018 2018 2018 2018

TOTAL sub-group

PRIVALIA

MexicoTalented People S.

De R.L. De Cv

ItalyPrivalia Vendita

Diretta Srl

BrazilPrivalia Servicios De

Informaçao Ltda

SpainPrivalia Venta

Directa SAPrivalia Pink And Pack,

S.L.U.

354 n.a. 243 103 115 815426 34 272 115 122 969Breakdown Women

242 n.a. 118 50 73 483292 32 152 57 91 624Breakdown Men

596 n.a. 361 153 188 1 298718 66 424 172 213 1 593Total Headcount as of 31/12

14

Headcount by country (Privalia)2

15

A. Targeting our recruitment

Diversity and local anchorage were the two watchwords for our recruitment policy in 2018. Our business needs focused attention on occupations related to ITs, with the recruitment of 150 employees.

In Ile-de-France, the 1,000 young people plan carried by the recruitment firm Mozaïk RH and the Foundation Agir contre l’exclusion (Act against Exclusion - FACE), supported by the region’s Prefect, was announced in July 2018. This experiment aims to bring together companies, notably micro businesses and SMEs, and young inhabitants of priority city neighbourhoods. vente-privee.com supports the programme in two ways:

• via our Foundation, by sponsoring ten young people facing difficulties in finding work for six months from March 2019;

• via our recruitment department, which undertakes to use the diversifiezvostalents.com (diversify your talents) platform when it is made available by Mozaïk RH specifically for this plan.

A co-optation plan has also been created since 2017 reserved for certain rare profiles. It rewards internal employees who put forward candidates with professional aptitudes, skills and personality likely to meet the needs of the Group.

B. Developing the employer brand

Recruitment has also been facilitated by cementing the employer brand identity. Designed in 2018, our employer promise is based on the bold, disruptive statement: «Wake up your daily life». In March 2018, a new careers website was launched to present vente-privee.com group as an employer, through its occupations and job offers. It is available to the general public at: https://careers.veepee.com/

The Group has also chosen to use LinkedIn as an integrated tool to communicate with new talent. Regular communications are made on the Group’s corporate news page, thus providing a glimpse into Company life. This strategy has shown results as the vente-privee.com’s LinkedIn page has earned over 30,000 subscribers in just under two years.

Numerous events are organised for students through recruitment fairs, recruitment coaching or conferences to make the corporate culture and Group occupations known. vente-privee.com’s Student Relations policy in France has been considerably developed since 2017 and is in line with the Group’s recruitment challenges, notably for IT and logistics departments in 2018. The aims are to create sustainable relationships with French schools and universities, develop the employer brand with French students and attract young talent, notably through internships and apprenticeships, as well as young graduates. In 2018, 65 school events took place in 45 schools, and two recruitment campaigns were launched to recruit 264 interns and apprentices in France.

At the same time, an Employer Brand Committee bringing together the main human resources players meets once a month to discuss HR subjects and promote them inside and outside the Company. It brings together: recruiters, Human Resources managers and Campus Management managers.

This Employer Brand strategy has won several awards. In November 2018, France received the «Victoires des Leaders du Capital Humain» prize in the growth group category. This was the 5th edition of the awards organised by Leaders League and Décideurs Magazine to publicly recognise HR innovations.

In 2018, vente-privee.com was also ranked 22nd in the LinkedIn Top 25 most attractive employers in France, and in September, received the Happy Trainees certification recognising the best companies in which to be an intern, with an overall score of 3.95 out of 5 and a recommendation rate of 84.9%.

16

Additional actions were also taken for targeted audiences, i.e. the two key occupations with strong recruitment challenges in 2018: IT and logistics. Now deployed in several countries, the vpTech department recruited 150 new employees in 2018. vpTech designed its attractiveness around the new Group corporate culture and mobility between the ten offices in Europe. To meet the needs of the logistics department, over 250 new staff members were recruited during the year. These recruitments were made possible thanks to talent hunting led with several players, from high schools to specialist firms. For the opening of the Lyon 4 warehouse, a film presenting the jobs in vente-privee Logistique was made with support from Plaine de l’Ain local public authority. «Job dating» was also organised with warehouse visits, to offer visibility about these often stereotyped occupations.

I.2) Retaining talent within our GroupA. Promoting regular dialogue with our stakeholders

Regular dialogue between internal stakeholders and the Human Resources Department enabled a number of agreements to be signed in different areas. These agreements are the framework for the strategy defined by Human Resources within a competitive context requiring agility and reactivity. 2018 builds up on the actions started the previous year. In the prospect of the convergence, the central HR team became a Group function, and plans in 2019 to reinforce or deploy some of the actions described below to other operating countries.

In a context of increased competition, vente-privee.com chose to assign subsidiary status to its logistics activity. To achieve this, the Management team and staff representative bodies ratified a number of agreements:

• Collective company agreement vente-privee Logistique;• Collective agreement on job classifications for the road transport activity branch and

auxiliary transport activities;• vente-privee Logistique profit-sharing agreement;• Agreement on calculation methods and allocation of a monthly logistics bonus;• Company agreement VP3D 2.0 of 2017 on the organisation of working time, vacations,

compensation and quality of working life.

In order to guarantee harmonised staff representation, including within the subsidiaries of vente-privee.com not yet covered, the Management team and staff representative bodies decided to set up an Economic and Social Unit (UES). The framework for the collective negotiations led by the Economic and Social Unit covered:

• profit sharing; • mandatory annual negotiations; • elections of staff representatives; • a single works council;• a common mutual health insurance and personal protection insurance;• retention of the existing staff representative bodies up to the next elections for Social and

Economic Committees.

Ruling on the new organisation of social and economic dialogue provides for the merger of the Works Council, staff representatives and the CHSCT (Health and Safety Committee) into one single staff representative body: the Social and Economic Committee (CSE), which will retain the specific role of each of the previous three bodies.

The Management team and trade union organisations set up an electronic voting system to increase the number of participants to the professional elections, by signing a company agreement on 4 May 2018 and an amendment on 27 August 2018. The elections took place from 10 to 25 October 2018, with over 58% participation in the first round at the UES level. This resulted in the election of representatives for the two branch CSEs and the central CSE.

17

In order to modernise the organisation of work, discussions were held with the social partners for a new working time arrangement. For collaborators with employee and supervisor (‘agent de maîtrise’) status, working hours are organised over a civil year according to a benchmark working week of 40 hours of effective work per week.

In Spain, Privalia’s Works Council provides staff representation.

B. Contributing to our employee development

On-boarding programme

A new induction programme was launched at the end of 2017. It starts by providing support for managers to prepare the arrival of new employees. The manager is asked to specifically monitor the employee during his/her first week in the Company. Then, the employee is invited to a monthly new employee induction session. This includes meeting a member of the Executive Committee, a round table on Company jobs and fun activities to better understand the corporate culture and organisation.

Developing our employees’ skills

Training must meet the Company strategic objectives whilst developing employee skills. These objectives focus on the following key ideas:

• Supporting the internationalisation of the Group by training our employees in foreign languages especially in English;

• Promoting an agile and transverse approach by offering training to support organisational changes;

• Supporting professional changes;• Constant adaptation of managerial practices.

In 2018, face-to-face training accounted for:

• 15,395 hours in France, of which 654 on the statutory individual training account;• 9,648 hours in Spain.

There is no Group policy on this subject, but convergence is under way in certain areas. In 2019, the «Learning» module in the Workday tool will be accessible for all Group entities to allow employees to create their own digital content and promote «peer to peer learning». The Training team will also have the option of creating and promoting «e-learning» and « Blended Learning» courses.

Anticipating changes in activities and jobs

The Group is evolving and adapts its structure according to strategic ambitions and local markets. In order to anticipate changing needs, employees are supported through skills development. An agreement on Job and Skills Planning (GPEC) was signed in 2017. This is a forward-looking and preventive Human Resources management aligned with business constraints and the Company’s strategic choices. It enables questions of employment and skills to be discussed and cross-cutting solutions to be built in order to meet the Company’s challenges. By signing this agreement, the Company safeguards employee career paths by developing skills, continuously improving employability and actively managing careers. An initiative aimed to identify sensitive and emerging job categories, mobilise tools to promote skills changes, implement internal mobility measures and support internal mobility projects.

18

Supporting desires for mobility and promoting career development

The Human Resources Department has put professional mobility and internal career prospects at the heart of the HR strategy. The Company set up the first HRIS (HR information system) at Group level. This is a simplification tool for HR processes. Since 2018, employees have access to a single platform to apply for internal mobility offers in all countries of operation, manage their careers, carry out their annual appraisals and fill in their «mini-cvs».

Within this framework, «The Career Shaker», launched in 2018 on the French platform, provides every employee with an intranet page containing all the information useful for their career development. It meets the dual objective of people development and the change in Company activities, by placing the employee at the heart of his/her career path. This project was initiated by the #Engagers – a voluntary group of employees – who wanted an internal tool explaining mobility, career development management and training options.

To promote internal mobility, all new jobs are systematically offered internally. Employees wanting to move are free to apply to available positions that match their profile. If they do not have a defined career path, they can ask their HR contact for support to build it.

C. A fair compensation policy

Employee compensation is set on recruitment in accordance with applicable legal provisions and agreements.

vente-privee.com’s compensation policy aims to reward each person’s contribution and team contributions. It enhances the skills required for the Company’s development and a performance culture.

In France, the compensation policy pursues the following objectives:

• Guaranteeing equal treatment in terms of compensation by implementing an internal classification, based on the distance selling collective agreement;

• Looking for consistency with market practices in order to ensure competitive and attractive levels of compensation;

• Ensuring a strong link between performance and compensation, in a spirit of fairness between employees.

Individual wage increases and allocation of bonuses

The individual and/or collective compensation revaluation policy is included in the annual negotiations with social partners, in accordance with the provisions of articles L. 2242-1 et seq. of the French Labour Code. An annual salary review is conducted at the beginning of the year, to enable managers to reassess employees’ core wages. The salary increase budget is negotiated with social partners during the Mandatory Annual Negotiations (NAO). In 2018, a series of wage revaluation measures were implemented as part of a collective agreement covering the vente-privee 1 UES and signed during the 2018 annual negotiations.

Different bonuses are awarded to eligible employees depending on their status, individual performance or occupation. Within vente-privee.com, all employee categories can benefit from a half-yearly bonus based on individual performance. vente-privee Logistique employees with employee/supervisor (‘agent de maîtrise’) status and managers can benefit from a bonus based on individual performance.

1 UES vente-privée: vente-privee.com; vente-privee Logistique; Oosearch and Digital Commerce

TOTAL France 2018DIVERSITY

Proportion of women in management positions 22.08

Proportion of women on the Executive Committee 36.36

19

The special profit-sharing reserve

Every year, a special profit-sharing reserve is constituted according to the applicable legal formula. The special profit-sharing reserve is shared amongst eligible employees according to the criteria set out in the Company agreement. Different investment options are proposed to employees: PEG (Group Savings Plan) and/or PERCO (Collective Retirement Savings Plan). Profit sharing for 2017 paid in 2018 decreased compared to the previous year due to the capital expenditure carried out in 2017.

D. A policy to fight against all types of discrimination

Equal treatment of women and men

vente-privee.com reaffirms its commitment to ensure gender equality through a set of measures stipulated in the VP3D 2.0 Company agreement. Breakdown of workforce by age and gender - headcount as of 31/12/2018 for the French scope

In this agreement, vente-privee.com states that a career path should not be hindered by gender, part-time work, maternity or parental leave and wants to promote professional diversity at all hierarchical levels.

In Spain, working hours at the head office are flexible, thus adapting to employees’ personal lives.In 2018, across the concerned scope, over 57% of employees were women.

0

200

400

600

800

1000

Women

Men

36 - 45 years old

359 348

26- 35years old

914

914

up to 25years old

193

113

46 - 55years old

129 122

56years old and more

41 23

Nb of disabled workers 04475

Nb of people benefiting from position/hour modifications Not available7

Not available187 000Budget for use of ESAT/EA (in euros)

DIVERSITY2018

TOTALFRANCE

TOTALPRIVALIA SPAIN

PRIVALIA VENTA DIRECTA SA

PRIVALIA PINK AND PACK, S.L.U.

20

Since Decree no. 2019-15 of 8 January 2019 on the application of provisions aiming to remove gender compensation differences in companies and on the fight against sexual violence and sexist behaviour at work, companies with over 1,000 employees must publish their gender equality index score. In 2018, the index for vente-privee.com1 in France was 80/100. This score demonstrates a good level of consideration of this issue by the Company.

Gender equality is an essential component of professional equality, it explains why vente-privee.com pursues a proactive wage equality policy with tangible measures such as:

• Guaranteeing for newcomers an equivalent level of classification and wage between men and women for a same occupation, level of responsibility, training and/or experience;

• Identical wages for candidates with the same qualifications, training and experience, whatever the gender;

• Equal total compensation between men and women for a same position, based on equivalent skills;

• The application of equality principles for bonuses, indemnities and raises.

For Privalia in Spain, a strict wage assessment process takes place once a year. It reviews all wages in the Company and ensures that only factors strictly related to performance and compliance with the Group’s values are considered when setting and modifying wage levels.

Measures to promote the employment and integration of disabled workers

Over several years, vente-privee.com promotes the employment of disabled workers. This has been achieved primarily through the work of the welfare advisor who has been responsible for deploying the disability policy on all sites since 2016.

Since 2018, vente-privee.com has wanted to reinforce and extend its actions by making tangible commitments formalised in the VP3D 2.0 Company agreement, focused on six areas:

• Information and awareness raising on disabilities;• Provision of specific training;• Development of partnerships to recruit disabled workers;• Supporting and sustaining jobs;• Maintaining in employment;• Development of the use of Sheltered Employment Centres (‘ESAT’) and Adapted Companies

(EA).

1 Scope of the index is the same as for the UES vente-privée : vente-privee.com ; vente-privee Logistique ; Oosearch and Digital Commerce

Employees aged 56 years and + in the workforce as of 31/12 (%) 2,242

TOTAL France 2018TOTAL France 2017DIVERSITY

No of people on parental leave (VP + legal leave) 71Not available


Nb nursery places

Nursery budget in euros

36

448 101

36

466 396

21

In Spain, a process to improve accessibility in Privalia’s buildings is planned for 2019.

Fight against age discriminationConvinced that the diversity of ages and profiles, as well as the confrontation between generations is a source of creativity, vente-privee.com made commitments in this area early on. As early as 2010, the Company signed a «senior» agreement, then implemented two action plans in relation to the generation contract. As an extension, the Management team and trade union organisations plan to open negotiations on the employment of seniors and older seniors as part of the 2019 annual negotiations.

Fight against discrimination related to parenthoodIn 2012, vente-privee.com signed an agreement with the Ministry of Solidarities and Social Cohesion’s Parenthood reaffirm its willingness to improve work-life balance of employees who are parents. The commitments taken through the charter are as follows:

• Raising awareness of HR managers and managers for better consideration of parenthood within the company, and informing all employees about the various commitments made;

• Creating a favourable environment for employees who are parents, by modifying working conditions for pregnant women;

• Respecting the principle of non-discrimination in the career development of employees who are parents by preventing and eliminating discrimination practices identified within HR process and by promoting managerial practices and behaviour that respect the professional development of employees who are parents.

Vente-privee.com and cultural diversityvente-privee.com conducts a policy of international openness in the recruitment of its employees whilst remaining very committed to the local regions. Convinced that the diversity of profiles is a strength, vente-privee.com in France had employees from 83 different nationalities within its workforce in 2018. There is also a specific training module on managing cultural differences, acknowledging and promoting the fact that vente-privee.com is an international company through its employees, activities and ambitions.

Nb of employees that live in Seine-Saint-Denis 378388


22

Furthermore, Privalia in Spain has a non-discrimination policy due to gender, nationality, physical appearance, age, etc… which is based on the Group’s ethics charter and encourages reports to the whistleblowing system in the event of non-compliance.

I.3) Building employee loyalty In 2017, vente-privee.com launched an annual engagement survey to measure the change in employee commitment to the Company and adapt internal policies according to employee feedback. A true barometer of employee commitment, this survey was conducted for the second time from 12 to 26 June 2018, with a participation rate of 77% at Group level, stable compared to 2017. The results enabled the company to reinforce the action plan prepared in 2017 for two years, with the Human Resources department and the pool of volunteer employees, known as #Engagers. As part of the Group’s convergence, reinforcing the corporate culture was at the heart of the Management team’s concerns for 2018. The Group’s 2018 strategic plan contained eight pillars, including one entirely dedicated to preparing a shared corporate culture for Group employees. Different actions were conducted or reinforced by the elements highlighted in the engagement survey.

A. A shared corporate culture

«Group Behaviours»As part of the Group’s convergence momentum announced in 2018 and to contribute to the roll out of a shared culture, six key attitudes, called «Group Behaviours» were defined. They define the behaviour expected from each person within the Company, whatever the status and/or country of location. They are complementary with the working skills serving the Group’s strategy.

All Group managers, including the members of the Executive Committee, have been trained in the new corporate culture. A top-down deployment by managers has been organised and will continue during 2019. In order to ensure that these behaviours are taken into account, each Group employee is now assessed on these six attitudes as part of the annual appraisals.

23

Shared ethicsThe Group is committed to building its success on sustainable ethics principles, shared by all employees and set out in the ethics charter. This charter brings together and formalises all rules and principles of good conduct to be complied with. It covers the following subjects:

• Preventing conflicts of interest; • Fighting against corruption in everyday professional life;• Protecting assets made available; • Respect for confidentiality;• Transparency and internal control.

The charter is available on the vente-privee.com intranet site; it applies to all staff as well as to members, suppliers and competitors.

An IT charter is also available allowing employees to adopt the correct behaviour when using IT tools. Employees for whom tool administration is particularly relevant also have clear directives to guarantee ethical use.

B. Ensuring employee well-being

The vente-privee.com Group places employee well-being at the heart of its corporate policy. Throughout the Group’s expansion, social initiatives have remained and multiplied. This has a dual aim: improving quality of working life and building a working environment around employee well-being.

Services made available to employeesA welfare advisor is available for all company employees, whose tasks concern confidential listening, help and support for employees in managing everyday difficulties, which may be administrative, financial, family or medical. Assistance may be individual or collective via workshops such as «Filling in your tax return», «Retirement planning», «Everyday tips to manage energy» and «Access to social housing».A social fund has existed since 2016 at vente-privee.com. This is a discretionary financial aid fund designed for vente-privee.com’s employees that encounter exceptional financial difficulties.Since 2009, vente-privee.com has also invested in its corporate Foundation (see chapter III. 1 for more details).

Solidarity DaysFor the 10th anniversary of the vente-privee.com Foundation, the Group’s employees mobilised worldwide around a project: contributing as a volunteer to helping people in difficulty. First of its kind, this event demonstrates the Company’s ambition to a responsible development approach that benefits the greatest number of people.

24

25

A well-being programme for employeesIn France, the Feel Good programme meets the objective of employee well-being through four components:

• «Daily Life» concerns services that facilitate employee daily life including gyms, a concierge and the inter-site shuttle service;

• «Catering» lists all information about the different company restaurants, other easy catering solutions (cafeterias, connected refrigerators, distributors) and offers from local restaurants;

• «Well-being» with the different external service providers that come to the company’s premises to offer well-being activities such as osteopaths, opticians or naturopaths;

• «Events» showcases the monthly activities that take place as part of the Feel Good programme by offering employees massages, manicures, and even well-being conferences, as well as the annual «Feel Good Days» with events over a two week period.

Alongside this Feel Good programme, vente-privee.com continues to offer different social activities to its employees throughout the year, such as the annual gala evening. C. Conducting a responsible employer policy

Workplace safetyThe Group’s Security and Safety department ensures the protection of the Company’s employees, installations and know-how, in an increasingly regulated and competitive environment.

In 2018, a new Security and Safety Director was appointed and a position of Group Health & Safety (H&S) Officer was created. Working with the H&S correspondents within the different Group entities, he deploys an H&S policy that aims for operational excellence for the prevention of workplace accidents and professional diseases. Several working groups were launched notably to allow for the deployment of a new workplace accident and professional diseases monitoring tool which could be deployed within all Group entities. At the end of the year, the focus was put on monitoring service providers carrying out work on vente-privee.com’s buildings in France.

The assessment of professional risks has been completely redesigned for all work units to make it more operational. An annual prevention plan (PAPRIPACT) has been prepared in line with the significant risks identified in the assessment. It determines a list of measures to be taken and their execution conditions.Within the warehouses, the focus has been on creating a «safety culture» with a draft programme entitled « SuperSafe, good everyday habits» which will be deployed in 2019.

Safety training is provided in order to meet regulatory obligations. An employee within the H&S Logistics team is authorised to provide Workplace First Aider (SST) and Prevention of Risks due to Physical Activity (PRAP) training.

Number of employees declared on sick leave for professional diseases 013

Absenteeism rate 10.364.68Not available

HEALTH AND SAFETY2018

Total FR VP S.A. VP LOG

13

Number of employees trained as Primary Workplace First Aiders (Equipier de Première Intervention) 12925154

Number of employees trained as Workplace First Aiders 21666282

75.318.39Not availableFrequency rate (with sick leave)

HEALTH AND SAFETY2018

Total FR VP S.A. VP LOG

4.430.29Not availableSeverity rate

26

The Barcelona H&S contact has up to now coordinated regular dialogue with teams, conducted regular assessments to check the quality and safety of workspaces; established an annual review with warehouse employees to check the dissemination of good practices and procedures and coordinated emergency drills. Training in the «emergency plan»: first aid, use of defibrillators and evacuation for 30 employees began in 2018.

As part of the Group’s convergence, in 2019, the H&S department plans to prepare a shared reporting file and deploy tools to allow for policy coordination and the consolidation of relevant data.

Workplace Health conditions Two nurses are available on a full-time basis for employees within the La Plaine Saint-Denis and St Vulbas buildings, with dedicated rooms.Two ergonomics experts cover the different sites in France to work on adapting employees’ working environments. Studies of workstations were conducted in order to identify the risk factors for the appearance of professional diseases and musculo-skeletal disorders.Within the warehouses, ergonomics experts took part, amongst others, in designing workstations with restrictions (people with restrictions from the workplace doctor).

Quality of working life and psycho-social risks With the aim of improving personal and professional conditions, vente-privee.com wanted to implement actions to prevent psycho-social risks within the Company and the risk of work-related stress.

Right to disconnectIntroduced in the agreements, the right to disconnect in France guarantees the balance between personal and professional life. A disconnection period was defined from 8:30 PM to 7:30 AM from Monday to Saturday and Sunday and bank holidays as well as rest days. During these periods, it is stipulated that emails, calls and other means of communication with the Company must be limited as far as possible. The exemplary nature of line managers is also highlighted.Such a policy does not exist to date for the Spanish scope.

27

I.4) Additional social information - Privalia

The transposition of 28 December 2018 by the Spanish legislator of Directive 2014/95/EU of the European Parliament and Council of 22 October 2014, provides for data which exceeds the French national reference framework (article L. 225 of the French Commercial Code), and is presented in this section.

For the Privalia Spain scope, most of the 2017 social data is not available due to the change from a Privalia tool to a Group tool between 2018 and 2019.As Pink&Pack was acquired by vente-privee.com group on 28 June 2018, 2017 is not applicable.

Contract modalities and number of redundancies by age

Total Headcount as of 31/12 7183658993

3552164Permanent contract (CDI) 620

PRIVALIA VENTA DIRECTA, S.A.2018

Less than 25 years 25 - 45 years Over 45 years TOTAL

16829Fixed-term contract (CDD) 98

242Part-time 8

1204Nb of redundancies 25


0224Permanent contract (CDI) 26

PRIVALIA PINK AND PACK, S.L.U.2018

Less than 25 years 25 - 45 years Over 45 years TOTAL


000Part-time 0


28

Contract terms and number of redundancies by professional category

Spanish legislation (Right of workers in Spain) establishes professional classifications byprofessional groups. These professional groups bring together professional skills, qualificationsand type of general functions that guarantee the absence of direct or indirect discrimination,based on gender.The professional classifications in each company are set by the collective work agreement. Theprofessional groups in Privalia Spain’s collective work agreement are as follows:Professional Group A - Executive management or senior executives.Professional Group B - Technical staff.Professional Group C - Technical IT staff.Professional Group D - Administration and operations.Professional Group E - General services.


25158Permanent contract (CDI)

PRIVALIA VENTA DIRECTA, S.A.2018

Professional category A

Professional category B


020Part-time 1


127

109 129 73

54

5

12

Professional category C

Professional category D

Professional category E

Pink and Pack professional categoriesProfessional Group 1 – kitchen assistant; cleaning assistantProfessional Group 2 - specialist, engineer apprentice; warehouse worker; order picker; security guard; concierge; receptionist telephone operator without languages; administrative assistant; non-specialised salespersonProfessional Group 3 - supervisor or team leader B; machine operator C; forklift truck driver, administrative 3a ; advanced salesperson; chef; driver class A; shipping controllerProfessional Group 4 - machine operator B; IT operator; receptionist telephone operator with languages; maintenance official 2a; administrative official 2a; driver classes C, D, E; supervisor or team leader A.Professional Group 5 - machine operator A; specialised or technical salesperson; storekeeper; health and safety officer; administrator official 1a; maintenance agent 1a; IT programmerProfessional Group 6 – task officer; process managers; director of IT applications; department managerProfessional Group 7 – DirectorProfessional Group 8 – Executive Management and branch


140Permanent contract (CDI)

PRIVALIA PINK AND PACK, S.L.U.2018

Professional category


000Part-time 0


4

3 9 2

2

0

0

4

0

0

0

1

4 1

0

0

0

DCBA E F G

2018PRIVALIA PINK AND

PACK, S.L.U. Category 7Men Women

40,00040,00032,00032,000

Category 6Men Women

23,57523,575

Category 5Men Women

18,56518,565

Category 4Men Women

17,00017,000

Category 3Men Women

15,00015,000

Category 2Men Women

Average annual compensation

in euros

PRIVALIA VENTA DIRECTA, S.A.

20,25724,78338,56826,46799,756

2018

Professional category E

Professional category D

Professional category C

Professional category B

Professional category A

Average annual compensation in euros

29

Average compensation for managers and executives by gender

• By professional category (and gender for Pink&Pack)

For the Pink&Pack entity, there are no directors or executives under the meaning of the expected information which is contained in the Management Report.

Average annual compensation of directors in euros (fixed + variable) 0374,279

2018

Men WomenPRIVALIA VENTA DIRECTA, S.A.

• By age

2018

Less than 25 years 25 - 45 years Over 45 yearsPRIVALIA VENTA DIRECTA, S.A.

Average annual compensation in euros 31,37019,701

2018

Less than 25 years 25 - 45 years Over 45 yearsPRIVALIA PINK AND PACK, S.L.U.

Average annual compensation in euros 17,69015,000 15,000

43,131

Average annual compensation in euros 27,58247,088

2018

Men WomenPRIVALIA VENTA DIRECTA, S.A.

Average annual compensation

• By gender

ENVIRONMENTAL RESPONSIBILITY

Con

sum

ptio

n of

reso

urce

sW

aste

TOTAL 2018

SCOPE Evolution

PRIVALIA PINK AND PACK, S.L.U.

PRIVALIA VENTA DIRECTA SA

TOTAL PRIVALIA Spain

20182017 2018 2018 2017201720182017

VP LOG VP SA Total FRTotal FR

SPAINFRANCE

2 266 Quantity of waste recycled (in tonnes) 73 n.a. 23 not available 96 not available-4% 2 060 112 2 170 2 262

Annual quantity of waste (in tonnes) 6 191 90 n.a. 23 not available 113 not available6% 5 693,94 384,26 6 078 5 730

10 627 8 312 not available not available 10 627 8 312 13% 61 098 54 215 71 725 average number

of parcels sent every day

consumption of raw materials /

packaging (in tonnes) n.a. n.a. 572 623 623 572 22% n.a. 10 489 10 489 8 614 11 112

electricity consumption

in Kwh 335 718 n.a. not available 1 123 484 1 459 202 not available -2% 9 388 688 7 431 577 16 820 265 17 199 990 18 279 467

Gas consumption

in Kwh n.a. n.a. not available n.a. - not available 20% 13 981 422 1 792 611 15 774 033 13 179 103 -

Direct GHG emissions - scope 1 & 2 (in tonnes

eq. CO2) n.a. not available 69 not available 6% 4 402 4 159 4 471

Indirect GHG emissions - scope 3 (in tonnes

eq. CO2) n.a. not available - 476 not available - 6 405 not available 6 881

electricity consumption per

employee 5 087 1 565 1 861 -11% 9 999 3 873 5 885 6 641 1 863

water consumption (in m3) 448 n.a. 3 165 1 476 1 924 3 165 12% 10 098 21 286 31 384 28 094 33 308

gas consumption per employee 8% 14 890 934 5 519 5 088

31

II. 1) Widespread consideration of environmental issuesWhilst the Group does not perform an industrial activity, a certain number of financial and human resources are dedicated to preventing the pollution arising, even indirectly, from its business.

The environmental themes in this report relate to several operational functions that include a relevant data collection approach, coordinated by the Eco-contributions department, reporting to the Group’s Finance department.

The management of water and energy consumption, building maintenance, waste management and the implementation of offices waste sorting come under the General Services scope.

The management of all warehouses in France, including environmental management, comes under the vente-privee Logistique entity. ICPE1 (installations classified for environmental protection) warehouses are subject to regulatory monitoring carried out by a dedicated employee.

The Purchasing department coordinates and streamlines relationships with the major suppliers: energy, packaging, waste collection service providers, transport, IT. The on-going restructuring and development of the department is an opportunity to better consider the environmental and social objectives for the direct purchases of vente-privee.com group (as stipulated in paragraph III.2) from 2019.1 List of warehouses concerned in the methodological note

32

social objectives for the direct purchases of vente-privee.com group (as stipulated in paragraph III.2) from 2019.

The Legal department ensures that contractual relations take place in a global compliance context.

Actions to raise employee awareness on environmental issues are driven by the Internal Communications department of the Human Resources department, in collaboration with the Eco-contributions and the General Services teams.

Regulatory monitoring on environmental obligations and reporting in terms of eco-contributions comes under the Finance department and, more specifically, the Eco-contributions department. In 2017, an Environment Committee named «Pink Is Green» was created at the initiative of the Eco-contributions department. This committee comprises volunteer employees from different departments who come together to hold informal discussions on «CSR» actions in favour of the environment, which would be useful and possible to deploy at different levels. In 2018, the «Pink is Green» Environment Committee met three times.

The optimisation of packaging, which is the main raw material used by the Group, comes under the responsibility of the Supply Chain department along with the management of Waste Electrical and Electronic Equipment (WEEE) sent back by members.

An overhaul of the inventory management team in 2017 enabled a report on «dormant» volumes that cannot be resold on the online site to be drawn up, followed by a true strategy to process products returned to warehouses. To complete this approach, two «inventory quality» managers were recruited.

With regard to Privalia, the presence of an Environment contact for each subsidiary has enabled certain data to be collected for this fiscal year, but is not yet coordinated by a Group policy. However, this harmonisation is envisaged for the coming years.

A. Financial resources dedicated to pollution prevention

There are currently no provisions or guarantees for environmental risks at Group level.However, financial resources are allocated to financing the eco-contribution dedicated to packaging recycling. For the France scope, in 2018, the Company set aside an amount of €1,785,769.66 excl. tax.For Privalia’s activities in Spain only, the 2018 amount set aside was €98,074.78.

Other eco-contributions finance the recycling of furniture waste and Waste Electrical and Electronic Equipment (WEEE). These are known as «visible» as they are indicated on member invoices and repaid, if applicable, to eco-organisations. An explanatory pop-up on the sales site before ordering also raises consumer awareness about the sorting process for these specific products.

B. Actions to inform employees about environmental protection

Since 2015, an internal subscription newsletter has been offered to employees. Over 60 subjects are available including one entitled «CSR commitment», which regularly reports on the Company’s initiatives in this area. In 2018, several articles on environmental and biodiversity protection were published. This means of communication also enables staff to disseminate good practices to become an eco-citizen in the office.Employees based in La Plaine St Denis also took part in collecting around 60kg of used batteries, in partnership with the battery collection eco-organisation SCRELEC. Through the collaborative work platform, a dedicated work group from the «Pink Is Green» committee was also created and relays CSR information on an occasional basis. The committee already has around one hundred members.

33

II. 2) An assessment of environmental impacts closest to our activities The distance selling business generates impacts on the environment that are mainly related to shipping packaging. Products returned by customers are also under the warehouses’ responsibility. In general, vente-privee.com group’s warehouses and offices generate water and energy consumption as well as waste, the reduction of which is also a concern.

vente-privee.com group’s business does not generate noise pollution. For example, a measurement of noise levels was carried out on the Mitry Mory site in 2018 and complies with the day limits provided by the regulations (no nocturnal activity). The site, therefore, complies with the ruling of 23 January 1997 and its prefectural authorisation ruling.

A. Packaging

Consumption of raw materialsShipping packaging is a major issue for the Group, with an increase obviously proportional to the growth in orders. In 2018, the different Group entities did not have a harmonised packaging eco-design policy to improve efficiency and impact on the environment. However, convergence will enable better consideration of this issue, and allow operational brainstorming to begin.Each warehouse orders packaging according to sales schedules, in order to adapt raw materials inflows to the needs of the parcels to be shipped.

In France, 61 ,098 parcels1 were sent every day in 2018 compared to 54,215 parcels in 2017. This corresponds annually to 9,560 tonnes of paper and cardboard packaging, and 929 tonnes of plastic packaging consumed in 2018. All our paper and cardboard packaging contains over 50% of recycled fibres.In Spain, 10,627 parcels were sent every day in 2018 compared to 8,312 in 2017; which corresponds to 486 tonnes of paper and cardboard, and 137 tonnes of plastic consumed during the year.

Improving the effective use of packaging As a distributor of pre-manufactured consumer products, vente-privee.com group only intervenes at the end of the distribution chain. Therefore it can only act on the shipping packaging of the products and not on the raw materials. In 2018, following a continuous improvement policy with the Purchasing department and packaging suppliers, 99% of parcels sent to members from France held specific marking providing members with precise sorting instructions. Furthermore, since the end of 2015, to improve the use efficiency of consumables (packaging) on the market, vente-privee.com has opted for a customised plastic envelope solution to reduce the weight and volume of packaging for certain types of products, and replace the bulky boxes used up to then. These actions enable the quantity of waste resulting from the activity to be better managed.In France, vente-privee.com is also supported by responsible packaging suppliers. These suppliers include Smurfit Kappa2 which has control chain FSC® (Forest Stewardship Council) or PEFC™ (programme for the endorsement of forest certification) certification for 90% of its packaging.

Means of communication dedicated to the indirect impacts of shipping packagingWith the aim of informing and supporting the consumer in his/her sorting processes, vente-privee.com in France has chosen to place suitable marking on some of its shipping boxes.This marking was designed in collaboration with CITEO, the eco-organisation responsible for collecting and processing household packaging waste. vente-privee.com pays this organisation,

1 Extrapolation: an order = a parcel shipped2 Smurfit Kappa, Control Chain, available as at 26/04/2019

Total France2018

35,7% 54% 3,3% 7%Waste generated by vente-privee’s activity

2 169,67 3 281,91 201,54 425,08Total tonnes of waste

Total France 2017

39,5% 47,5% 2,9% 10,1%Waste generated by vente-privee’s activity

2 262,23 2 723,33 164,21 580,40Total tonnes of waste

Processing methods

DisposalEnergyrecovery

Materials recoveryRecycling

In the Lyon region, the only pallet recycling service provider holds a PEFC label compliance certification. This label testifies that the forest owner that cultivated the wood and the forest operator that collected and transported it have adopted sustainable PEFC forest management practices. All the players in the transformation and marketing chain have also applied PEFC traceability rules. The aim is to guarantee at the end of the chain that a product comes from responsible sources in environmental, social and economic terms.

The Petitplus service provider collected 14,805 kg of biowaste from the Ile-de-France offices during 2018, which generated 4,441 kg of compost and could potentially feed 1,480 trees1.

Raising employee awareness through appropriate labelling - collection bins in the offices or hazardous waste tanks in the warehouses also enables upstream waste sorting quality that facilitates collection and processing.

B. Responsible management of products and inventories

As a destocking company and due to the nature of its business, vente-privee.com group participates in the circular economy by extending the lifetime of products from old collections, ensuring reasonable economic value, whilst making them attractive for consumers.

1 We consider that 3kg of compost per m² is required to feed fruit trees for one year.

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Recycling, reusing, recovering and eliminating wasteBeyond the consumption of packaging generated by the Group’s own distribution activities, other waste is also taken into account and processed in a specific way.The Group resells part of the so-called recoverable waste such as cardboard and plastic as well as pallets to different specialist service providers, so that it can be reintroduced into a production cycle and its lifetime extended; thus reducing waste.

In 2018, 6,078 tonnes of waste were entrusted to our service providers for processing. Part of this waste is reused, such as pallets (11%) and recycled or recovered, such as paper/cardboard (46%).

Figure 1: sorting instruction marking

that is duly approved by the public authorities, an annual eco-contribution to finance the collection and processing of packaging waste. In 2018, this eco-contribution financed the recycling of 4,021.1 tonnes of packaging.

0

200

400

600

800

1000

1200

32

1018

During the purchase, since 2008, certain products may be subject to free recovery - this is the case for WEEE (Waste Electrical and Electronic Equipment) which is accessible after the purchase of an equivalent electrical product via the «my orders» page of the website. Through this programme, a customer that has purchased an electrical product may send an equivalent waste product back to vente-privee.com using the prepaid label (financed by vente-privee.com).

If it is a product that cannot be sent by La Poste, a recovery solution corresponding to the dispatch method for the purchased product will be found.

In 2018, over 1,000 requests for recovery were submitted via the French website, enabling vente-privee.com to supply each specific recycling sector via its partners.

In order to extend the lifetime of products returned and stored in the warehouses, during 2018, three types of actions were carried out in the form of:

• Donations • to five associations (Emmaüs France, Secours Populaire Français, Croix rouge

française, Dons solidaires and Banque Alimentaire) to support the needs of their beneficiaries: they represented over 500,000 items,

• to «Envie», a company in the social and solidarity economy that was able to repair and resell around 1,000 WEEE items thanks to its integrated workers. Envie is also an approved recycling channel for this electrical waste,

• sales to discounters or an «upcycling»1 approach: Since March 2018 around 300 items of furniture per month have been converted and then sold;

• internal repackaging, which during the test phase enabled us to resell 12,000 pairs of shoes. This will be extended to other products from 2019.

1 Upcycling is the action of recovering materials or products in order to transform them into quality products or materials or ones with a greater utility.

40% 423 237

48% 505 909

2% 24 870

10% 103 663 Destruction

Repackaging

Donation

Sale

Processing mode by number of items in 2018

Requests for 1 for 1 WEEE recovery

2008 2008

35

A «qualification» manual of stored products was created to support managers of these inventories within the warehouses in identifying products that may be destined for donation, repackaging or destruction. Destruction remains a minority channel of last resort, and is managed.With regard to «hazardous» waste, such as washing products or cosmetics, this primarily covers the Mitry-Mory and Lyon 3 warehouses, due to the nature of the products that are managed there. Guidelines enable this waste to be classified and stored in the appropriate tanks until it is taken by a dedicated organisation (Triadis) for controlled destruction.

Discussions are on-going as to the possibility of extending the inventory management approach to the entire Group.

Lastly, the direct link between vente-privee.com and its members provides the perfect opportunity for the Company to encourage them in their choice of products. Since January 2015, certain household electrical equipment on sale on vente-privee.com’s e-commerce site has an energy label that aims to help the consumer better understand the energy performance and efficiency of products and make enlightened choices.

Incorporating the fight against food waste, food insecurity, respect for animal well-being and responsible, fair and sustainable food

A commercial section dedicated to the sale of consumer goods was launched in 2013 at vente-privee.com. It brings together a certain number of sub-sections, including one dedicated to food.

As part of its sustainable development approach, and in order to develop its local involvement. vente-privee.com wanted to organise a partnership with the French Food Bank Federation. This partnership provides for the donation of food products (excluding alcohol) from the shipping surplus, with a short but sufficient lifetime to allow it to be donated. Thus, in 2018, warehouses in France made available 110,000 surplus items or batches of food products to local food banks.

Moreover, different sales departments have been encouraged over the last few years, notably by the personal position of their Chairman and Chief Executive Officer, to take up the issue of animal well-being. This issue may concern several sections, including clothing and accessories, food, cosmetics, decoration and leisure. Thus, vente-privee.com:

• no longer offers for sale 100% fur, angora or exotic skin (snake or crocodile) products;• has removed leisure parks with animals in captivity or shows including «wild» animals;• has supported animal well-being associations L214 and AVA since 2013 via its Foundation

(details in paragraph III. 1)A).

Furthermore, as far as possible, partnerships with organic labelled cosmetics or more responsible shoe brands are made on an occasional basis.

In the food and drink section, the focus is on quality, as it has been from the creation of this service. Currently, over 50% of the brands offered for sale originate directly from «small producers». A review carried out in 2018 added to certain internal product criteria, as well as consumer criteria. This work represents a first milestone towards a strong positioning of the food section at vente-privee.com, notably to showcase the know-how of the brands and the quality of the products offered on the website.

Similarly, two sales were completed in 2018, showcasing the brands «made in France» and «strong CSR commitments» (for example, strong traceability of product origin or ingredient selection); these products had considerable success with members.

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C. Energy consumption, measures taken to improve energy efficiency and use of renewable energies

Water consumption and supply according to local constraints

In France in 2018, water consumption was 31,384 m³, compared to 28,094 m³ in 2017; representing an average constant consumption of 11 m³ per employee.

For Privalia in Spain, consumption was 1,924 m³, representing an average of 5 m³ per employee.

Energy consumption of premises

Two energy sources are mainly used for vente-privee.com’s business needs: electricity and gas.The consumption measured for this report relates to the offices of La Plaine Saint-Denis for vente-privee.com SA, and the logistics warehouses of Blanc-Mesnil (93), Mitry-Mory (77), Saint-Vulbas (01), Beaune (50), and Servon (77) for vente-privee Logistique.Domestic fuel is no longer used in vente-privee.com’s sites in France, as it was replaced by gas during 2015. Gas is mainly used for heating, and in certain sites for cooking. Lastly, electricity is used for lighting, air conditioning and power for the servers in certain premises.

0

5000

10000

15000

20000

25000

30000

35000

20182017

28 094

10 098

21 286

Water consumption in m³

0

5000000

10000000

15000000

20000000 VP SA VP LOG

2018201720182017

17 199 990

electricity consumption in KWH Gas consumption in KWh

7 431 577

9 388 688

13 179 103

1 792 611

13 981 422

VP SA VP LOG

37

Average electricity consumption per employee was 5,885 KWh in 2018 compared to 6,641 KWh in 2017. Gas consumption per employee was 5,519 KWh in 2018, whereas it was 5,088 KWh in 2017.

For Spain, electricity consumption per employee was 1,861 kWh in 2018.

Measures to improve energy efficiency

In 2015, the energy audit carried out for a representative sample of vente-privee.com’s buildings enabled an action plan to be prepared for the following four years.

Use of renewable energies

In the Vérone building, 160 solar panels - representing 307 m² - generate an estimated production of 36,200 KWh/year. The energy produced is notably used to feed the 1,950 LEDs on the building façade.

D. Climate change

The significant greenhouse gas emitting items generated by the Company’s activity and the use of goods and services

Whilst the Group has not yet set a target for reducing its emissions, its greenhouse gas (GHG) footprint enables it to have an up to date report and envisage medium term actions: Firstly, within its own buildings then with its subcontracting partners, notably for the logistics component.

vente-privee.com prepares its regulatory emissions report every four years, with the latest dating from 2015 (on energy data for 2014). The aim is to estimate the emissions in tonnes equivalent CO2 induced by the Company’s direct activities in order to assess its environmental footprint and optimise its energy expenditure.

For the French scope, in 2018, energy consumption (electricity and gas) totalled 32,594,298 KWh: this corresponds to estimated emissions of 4,402 tonnes equivalent CO2. For comparison, in 2017 we estimated this figure at 4,159 tonnes equivalent CO2. The emissions estimated in 2018 correspond to 1.5 tonnes equivalent CO2 per employee, compared to 1.6 in 2017. For Spain, the electricity consumption represents 69 tonnes eq CO2.

We also provide, in respect of scope 3, an estimate of GHG emissions related to the packaging of parcels sent, based on the emissions factor for recycled cardboard, as most of the boxes used contain over 50% recycled materials. Parcels sent in 2018 to French members contributed to the emission of 6,405.2 tonnes eq. CO2.

In France, the service provider La Poste1, which is committed to carbon neutrality2, took charge of 59% of vente-privee.com’s volumes with 16 million parcels in 2018, from the logistics platforms and directly from the brands’ warehouses. This neutrality was enabled by offsetting emissions through the financing of climate solidarity projects, labelled according to the most demanding standards (Gold Standard and VCS – Verified Carbon Standard). Thus, La Poste offers its customers the possibility of offsetting their CO2 emissions and obtaining an annual «carbon neutrality» certificate. For vente-privee.com in France, between October 2016 and September 2017, the 17.2 million parcels managed represented 12,448 teq CO2 offset.

1 La Poste, La Poste commits to carbon neutrality, available as at 23/04/20192 Sustainable development policy of the La Poste parcel branch, available as at 23/04/2019

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For the Spanish scope, due to the volume of the plastic sachets sent to members in Spain, the estimate of emissions from packaging sent includes both:

• an estimate of the tonnage of paper-cardboard packaging for shipping parcels; • an estimate of the tonnage of plastic packaging for the plastic sachets.

Boxes sent to Spanish members contributed to the emission of 189.5 tonnes eq. CO2, whilst the plastic sachets generated 286.3 tonnes eq. CO2.

Adapting to the consequences of climate change - travel policy

The Company encourages its employees to use alternative modes of transport such as bicycles between their home and workplace. By signing the agreement on the 2017 mandatory annual negotiations, vente-privee.com undertook to grant a bicycle kilometre indemnity to all employees that go to work by bike. It amounts to €0.25 per kilometre. This was renewed during the 2018 and 2019 annual negotiations agreements.Employees are also encouraged, through the Group’s travel policy, to limit their travel between the different sites by using distance communications methods where possible (telephone or video conference). Video conference is available in all offices in France and abroad. To facilitate interactions between employees at the different sites located in La Plaine Saint-Denis and avoid airborne emissions due to fuel, an electric shuttle has been made available. It was also designed to be accessible to all, including employees with reduced mobility. In 2018, 126,000 passengers were transported and 46,600 km travelled, avoiding the emission of almost 645,876 tonnes of CO2 into the air1.

E. Protection of biodiversity

To preserve or restore biodiversity, initiatives have been taken by vente-privee.com on certain sites.

Since 2011, beehives have been installed on the terraces of the Company’s head office, thus contributing to promoting biodiversity in cities. In 2017, a small number of randomly drawn employees were invited to find out what is inside the hives, and taste the local honey.Since 2013, the general services teams has been maintaining the terraces on the 1st floor of the Company’s head office, which contains a variety of bushes. This has a dual aim: making an urban working environment greener and enabling the bees to forage in the spring.In 2018, the Vérone site chose to call on Ecomouton to maintain its grassy areas using environmentally friendly methods. Thanks to this approach, goats have replaced chemical weed killer and strimmers. Every week, the Ecomouton teams sends a professional goatherd to check on the health of the goats and answer employee questions.

Lastly, the parti poétique (the poetic party), a group of artists who wanted to recreate nature in the city, receives financial support from the vente-privee Foundation, notably to convert the St Denis urban farm into an organic farm and cultural mediation site.

1 Information obtained and calculated by our service provider BlueSolutions as at 29/04/2019.

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SOCIETAL RESPONSIBILITY

Our stakeholders and their main modes of dialogue are covered in the introduction to this report. You will find hereafter a description of the actions carried out by the Group in 2018, that have a specific impact on the regions and major stakeholders.

III. 1) Dialogue and impact on regional development Present in the Seine-Saint-Denis region since 2001, vente-privee.com necessarily impacts local life through its economic activity, notably through employment. This year, of all Ile-de-France employees, 18% of them live in Seine-Saint-Denis.

A. Relations with associations

The vente-privee Foundation is an additional driver for the Company to act beyond its economic impact. It targets actions on the themes of access to education, culture, leisure and social ties. It focuses on the most disadvantaged people, notably women and children. To carry out its missions, the vente-privee Foundation partners with different players in the local associations such as community centres, local associations or public establishments.The Foundation may support projects through material donations, financial donations or transfer of skills. In 2017-2018, the Foundation financially supported 11 associations for a total of €82,340. 75% of this amount was dedicated to actions that impact the region where the head office is located, i.e. Saint-Denis and La Plaine Saint-Denis.The Foundation also aims to involve volunteer employees in the supported associations. Every year, a «fair» is held in September to recruit new employees for the season. Around one hundred employees got involved over the 2017-2018 period (outside of the Solidarity Days), through the following actions:

• solidarity Team building; Christmas present wrapping at the community centre;• HR coaching with the Women of the Ikambere association which aims to make women with

HIV more autonomous, and the Joséphine association acting for disadvantaged women;• tutoring, sponsorship with the Second Chance School and the Télémaque Institute; • job interview simulation for young people at the Second Chance School and Sport in the

City; • presentation of digital occupations to around 20 high-school students in Saint-Denis; • «Connected duty rosters» at Emmaüs connect.

In order to reinforce and sustain employee commitment, in May 2018, a solidarity event took place marking the year in France and the countries of operation (via Unicef): the Solidarity days (additional information in chapter I). In Saint-Denis, around 20 local associations already supported by the Foundation were called upon to organise around 40 solidarity workshops to involve the largest number of employees during one week.This event also provided an opportunity to introduce the new partnership with Emmaüs connect to employees.

The Foundation also continued its relationship with ten infant and primary schools in Saint-Denis and La Plaine welcoming over 1,900 pupils, through the distribution of over 5,000 books, toys, tableware items etc, in order to support the financing of educational and cultural projects. The region’s community centres received over 10,000 books and school supplies.

Several regional hospitals also benefited from the donation of toys and books or baby equipment to support the children’s’ Christmas.The Secours Populaire in department 93 received 7,695 products from the vente-privee.com Foundation. Over 1,600 people including 1,000 children from Saint-Denis were able to benefit from solidarity actions, outings, leisure and travel.

Lastly, the Ain Secours Populaire has benefited from the donation of over 3,000 clothing items since September 2017.

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0

50000

100000

150000

200000

250000

DonationsFund collection

20172018

€ 34 629,23

€ 77 150, 83

€ 196 513,65 € 134 347,14

42

For 2019, and in view of the convergence, a head office budget has been added for international solidarity actions that will benefit from the Foundation’s support and oversight to ensure the sustainability of actions.

For the Privalia sub-group, an agreement in 2015, extended to 31 December 2018, managed an amount of donations and fund collection for UNICEF. The calculation method for this amount is as follows: per product, the donation is equal to 1% of net sales for each sale under campaigns for children. The funds collected in Spain are allocated to a project to raise awareness on children’s rights as part of a project by the National Committee for UNICEF.

Privalia Venta Directa in Spain also gives donations to the Soñar Despierto foundation in Barcelona for social integration projects. Through an event with employees (purchases of roses), in 2018, €2,640 was given to the Foundation, with an additional donation of €3,000 for a corporate volunteering activity at the Urrutia centre in Barcelona.

B. Dialogue with members

vente-privee.com strives to establish dialogue with the different players in civil society, including its members.The Member Relations Service (SRM) is regularly recognised for the excellence of its mission. It was elected «Customer Service of the Year 2018» for the 9th consecutive year in the «generalist distance sales» category. This award is today the benchmark in terms of customer service for companies and also the general public. The SRM has also been recognised throughout Europe, notably:

• in Spain, for the 7th year «Elegido servicio de atención al cliente del año 2018» for generalist online sales and private sales.

• in the UK «Customer Service Of The Year» for the 4th year, in the Online Retailers category. This award recognises the best customer relations players.

The Members Relations Service (SRM) comprising 150 employees at La Plaine Saint-Denis and 400 external people, answers all requests and complaints in five languages. These teams are structured by skills hub, in order to process requests by providing precise, adapted answers.

C. Dialogue with consumer associations and professional groups

Dialogue with consumer associations takes various forms: in France, vente-privee.com is a member of the Professional Federation of Distance Selling Companies (FEVAD) which has drafted an E-Commerce Mediation charter. This system, which is made available to customers and member companies, aims to look for amicable solutions to disputes between consumers and companies. Foreign members of vente-privee.com benefit from quality labels set up with local associations (TÜV SÜDs s@fer shopping certification in Germany, NETCOMM in Italy, Confianza online in Spain) in addition to the privileged customer relationship established by the SRM.

III. 2) Service providers and social and environmental issuesIn 2018, the Purchasing department reorganised to better meet the Group’s convergence challenge. A team at head office as well as contacts in Barcelona and Brussels are structured by indirect purchase category with the objective of rationalising the number of suppliers. An employee, whose scope is now dedicated to «packaging» (packaging and consumables) will be delegated to CSR. To date, social and environmental criteria have only been included in calls for tender or contractual provisions on an occasional basis. It takes place in addition to a selection process for the selection of service providers based on quality, cost and expected services. Some calls for tender include societal and/or environmental criteria, which are weighted between 10 and 15 points out of the final score of 100. For example, CSR criteria have been proposed in the call for tender for the next shuttle contract at La Plaine Saint-Denis. Some contractual clauses may also require the supplier to provide specific CSR information, such as for a packaging supplier which indicates its opposition to undeclared work, eco-contributions or compliance with REACH regulations. For 2019, a gradual inclusion of CSR criteria during structural calls for tender for the Group is planned. It may be completed by targeted assessment questionnaires, including items to verify anti-corruption processes.The main service providers are, on the one hand, transport service providers and on the other, IT service providers.

A. Transport service providers

Transport service needs cover both the purchasing flow of goods from suppliers (upstream flow) and the delivery of products to consumers (downstream flow). For both flows, delivery may be organised by vente-privee.com via service providers or provided by the brand-suppliers or their own service providers. To date, there has been no systematic reporting process on the carbon impact of the Group’s transport service providers. However, discussions are on-going to introduce clear reporting requirements with transporters or to order an external assessment of the impact of transport used by vente-privee.com group.Employees in warehouses and purchasing plan to work in collaboration with the service providers:

• on reducing the size of packaging for products sent by the group to members; • on optimising loads and, therefore, the number of parcels per collection; • on the recyclability of packaging and innovations available on the market.

These three factors are opportunities to reduce travel and, therefore, GHG emissions related to the transport of goods (downstream flow).

B. IT service providers

Calls for tender open to IT service providers systematically include security criteria.In 2018, the IT equipment fleet was renewed in France to guarantee its performance. The systematic provision of laptops was implemented, providing energy savings compared to desktop computers. vente-privee.com has a supplier contract with Dell, whose computers are less energy-intensive, manufactured from recyclable materials and benefit from several certifications (Electronic Product Environmental Assessment Tool and ENERGY STAR). Rental of this equipment also enables end-of-life processing to be entrusted to Dell, which has recognised expertise in WEEE recycling and processing.

With regard to the data center, vente-privee.com owns the equipment and servers in spaces rented in Europe. Specific attention is paid to the quality of service provided, including induced energy consumption. A reference contact is responsible for all data center suppliers, in order to ensure the monitoring of this information. A harmonisation of contracts at Group level is under discussion, which would ensure an equivalent level of requirements.

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C. Waste collection service provider

At the Vérone site, vente-privee.com has installed a waste collection service (non-hazardous industrial waste, cups, cans and caps) service via a single service provider. This service provider is an «adapted» company, that processes waste as close as possible to the collection place, thus avoiding emissions generated by their transport. The prospect of extending this service to all La Plaine Saint-Denis sites is under discussion.

III. 3) Fair practicesA. Fight against corruption

The issue of the fight against corruption is directly managed by the Secretary General, who is responsible for compliance.Within this framework, an Ethics Committee was created in 2018, and met twice. It brings together the Chief Executive Officer, Secretary General and the Human Resources Director, and may invite other members depending on the subject or country concerned.A corruption risk mapping was prepared and the resulting monitoring system is currently being deployed.

The fight against corruption is listed in the Group’s Ethics Charter which can be found in the appendix to the Internal Regulations. It was presented to all staff representative bodies and is communicated to all employees during their induction. It has been translated into four languages (French, English, Spanish and Italian), so that it can be disseminated to the different Group entities.In addition, an e-learning module is currently being integrated into internal tools. It will be deployed at the end of the first half of 2019 and will be available in French, English and German (and possibly other languages) in order to be accessible to the employees most exposed to this risk.

Since 2018, an «Integrity line» has also been created by the Group and enables whistleblowing reports to be collected. This outsourced platform1 is a secure channel made available to all Group employees who wish to report a breach as provided for by the Sapin 2 law2. A translation in different languages (English, German, Spanish and Italian) is available to ensure the proper understanding and use of the tool. The purpose of the whistleblowing system is not to replace the normal internal communication channels which operate through the Company’s hierarchical structure, or the employee representative bodies.The Secretary General centralises and reports alerts for the Group. No reports were received in 2018.

With regard to the dissemination of the principles of the fight against corruption outside of vente-privee.com, on the one hand, the charter may be communicated externally on request, and on the other, an «anti-corruption» clause is currently being drafted, to be included in contracts and calls for tender.

B. IT security and personal data protection

The security of information systems (SI) is a major issue for vente-privee.com group. In 2018, in addition to the implementation of GDPR, the SI department’s activities consisted of compliance with a demanding reference framework for bank card data security. This investment enabled vente-privee.com in France to obtain certification in December 2018.

The General Data Protection Regulation (GDPR), which entered into force on 25 May 2018, is a major change in the regulations on this subject. Its objective is to ensure lasting personal data protection for both consumers and employees, whilst adapting to fast, continuous changes in information technologies. For this, the law imposes on data controllers the notion

1 Platform available at the following address https://vente-privee.integrityline.org/2 Law no. 2016-1691 of 9 December 2016 on transparency, the fight against corruption and the modernisation of economic life

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of «accountability»: from now on, all entities that process personal data must be able to prove, at any time, the compliance and security of their processing with GDPR. In order to comply with these new requirements, vente-privee.com began a compliance process in 2017 by appointing Data Protection Officers (DPO) in the different Group entities then by conducting throughout 2018:

• an initial survey of processing within vente-privee.com;• an initial awareness raising for the Company’s different departments that process personal

data, with a specific focus on minimising the data collected, data security, management of requests from people to exercise their rights; etc.

• the drafting of the first GDPR documents, and notably the register of processing operations, the confidentiality policy for members and various procedures on personal data processing.

For 2019, the aim is to continue the work in order to ensure the Group’s compliance with GDPR, empowering operational workers in their daily personal data processing tasks, and ensuring a high level of protection of this data.

C.Measures to promote the health and safety of consumers

The products sold by vente-privee.com are insured by suppliers. The latter undertake contractually to guarantee the compliance of their products.However, if an anomaly is detected on a product that may represent a risk for the health and safety of consumers, vente-privee.com takes the necessary precautionary measures and notably sets up an internal recall procedure so that each department can act proactively. The Member Relations service contacts the consumers that have purchased the product concerned by the anomaly directly to inform them of the reason for the recall, and indicate the procedure to be followed. The information is then shared with the warehouses responsible for checking the returns in order to chase consumers that have not returned the products. The Accounting department ensures that members are fully refunded. vente-privee.com ensures that the products are correctly destroyed by a document to the public authorities (enforcement agent) both at the partner brand and its warehouses if they are responsible for destroying the product.

D.An improved price reliability approach

With regard to the reliability of price information communicated to members, vente-privee.com set up a monitoring unit in 2012 to check reference price data. Since August 2018, the effort has been multiplied through the strategic acquisition of Daco, enabling the team to increase both the quality and volume of data processed. The monitoring activity has been mainly automated, whilst building on the human skills serving it and making the legal proof more reliable.

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METHODOLOGICALNOTE

SIRET company numberNAMEACTIVITYADDRESS

VP

SAV

P LO

G

249 Avenue du Président Wilson 93210 La Plaine Saint-Denis

Distance selling company (Offices-HQ) Wilson 1 & 2* 434 317 293 00018

5/9 rue des Frères Lumière 93150 Le Blanc Mesnil Blanc Mesnil 452 650 500 00021

36/40 Rue du Landy 93210 La Plaine Saint-Denis Studios Le Landy 434 317 293 00075

26 rue Denis Papin 77290 Mitry-Mory Mitry

452 650 500 00039

5 Bis Rue Francis de Pressensé 93210 La Plaine Saint-Denis Pressensé 434 317 293 00091

Allée des Chênes ZI Plaine de l’Ain 01150 Saint Vulbas Logistics warehouse Lyon 1, 2 et 3 452 650 500 00054

164 Avenue Ambroise Croizat 93200 Saint-Denis

Distance selling company (Offices) Le Vérone 434 317 293 00125

130 avenue des Prés Seigneurs01120 La Boisse Lyon 4 452 650 500 00062

9 rue des gazometres 93210 La Plaine Saint-Denis Bretons 434 317 293 00109

Chemin de la Pierre qui VireCS 50166 Montagny les Beaune Beaune 452 650 500 00047

47

Detail of the scope of selected informationThe scope of the 2018 statement concerns vente-privee.com group including Privalia, as described in the introductory diagram. Due to the recent extension to this scope of application and the on-going convergence process within the Group, it is not possible to guarantee the exhaustive collection and uniform consolidation of this information for the 2018 financial year1.

Thus, the environmental, social and societal data available to date concerns a limited scope representing a rate of coverage of 65% of consolidated headcount, for the companies:

• vente-privee.com S.A.• vente-privee logistique SAS;• Privalia Venta Directa, S.A.;• Privalia Pink and Pack, S.L.U.*;

1 The comparability of non-financial data with year n-1 may not be available due to this change in scope. This will be indicated in the statement’s content.

*7% of the workforce of Wilson belong to vente-privee Logistique

PRIV

ALI

A

NameActivityCountry of operations Address Of Head Office

Spain

Offices PRIVALIA VENTA DIRECTA, S.A.Llull 113-119, 08005 Barcelona (Spain)

Logistics warehouse

PRIVALIA PINK AND PACK, S.L.U.*Llull 113-119, 08005 Barcelona (Spain)

48

*Pink&Pack is a logistics warehouse of Privalia Spain. Pink&Pack (formerly Criptomart, SLU) was acquired by vente-privee.com group on 28 June 2018. On 17 July 2018, “Criptomart, S.L.U” changed names to become “Privalia Pink and Pack, S.L.U”.

Outside of Pink&Pack, the entities of the Privalia sub-group do not have their own warehouses, and only rent spaces, which prevents them from obtaining certain consumption data or guaranteeing their reliability.

PeriodAs a rule, the quantitative environmental indicators are calculated over the period January 2018 to December 2018 (12 months) for the 2018 financial year.The expected quantitative indicators are provided over two financial years (2017/2018) where possible.For the Privalia Spain scope, most of the 2017 social data is not available due to the change from a Privalia tool to a Group tool between 2018 and 2019.

Report preparation protocolData collection has been based on a project approach managed by the Eco-contributions department (Finance department) with support from different departments, and specifically, the Human Resources department.

Data collectionData is collected for the defined scope using the following methods:

• for the social data, the information was collected from all departments of the Human Resources department for each one’s area, both at the head office in France and the head office of the Privalia sub-group. This data was then concatenated and formatted by the Eco-contributions department;

• for the environmental data, the information was collected directly by the Finance department from the operational employees of the following departments: General services, Logistics, Purchasing, Foundation, Member Relations Service (SRM) notably. Externally, information was collected directly from the service providers (waste management companies, energy, water and packaging suppliers).

Data controlFrom the 1st report in 2014, the project team has been commissioning an external auditor (statutory auditor) to certify the presence of the required information. The task of the external auditor has been enhanced since 2016 with the implementation of an audit to check the existence and reliability of the information. This audit leads to the issue of a certificate for the 2016 and 2017 financial years attesting to the existence and reliability of the CSR information, and since the 2018 financial year the issue of a substantiated recommendation on the compliance of the CSR information in the light of regulatory expectations as part of the publication of a DPEF.

49

Publication of the CSR reportThis report will be published externally, as indicated in article R. 225-105-1 -III. of the French Commercial Code replaced by the following provisions: «III.- Without prejudice to the obligations of publication applicable to the report stipulated in article L. 225-100, these statements are made freely available to the public and made fully accessible on the company’s website within eight months from the closing date of the financial year, and for a duration of five years.»

Definitions – SOCIALFor certain indicators, identified by a *, the data for Privalia in Spain has not been collected: either because it is not relevant, or it is considered unreliable to date.When this is not stipulated, the indicator is valid for the four entities of the 2018 scope.

Compensation

Gross payroll: total gross compensation (salaries and bonuses) during the financial year. Group consolidated revenue: scope of the 2018 Management Report (figure not audited to date)

Average compensation data Privalia: The average compensation is that indicated in the Privalia Management Report, including the amount of net salaries and bonuses.

Headcount and breakdown by gender, age and geographic zone

Total headcount as of 31/12: number of employees that have a contract with vente-privee.com SA ; vente-privee Logistique SAS; Privalia Venta Directa, S.A or Privalia Pink and Pack, S.L.U. as of 31/12/18, excluding agents, interns, apprentices, professional training contracts.

Average headcount (in full-time equivalent)*: sum of the average full-time equivalent during the year over 12 months. Excluding agents, interns, apprentices, professional training contracts.

Permanent headcount*: employees with permanent contracts (CDI) throughout the year under consideration. Excluding fixed-term contracts and agents, employees recruited with permanent contracts during the year or who left the company before the end of the year under consideration.

Headcount with permanent contracts (CDI) as of 31/12: number of permanent contracts as of 31/12/18, excluding agents, interns, apprentices and professional training contracts.

Headcount with fixed-term contracts (CDD) as of 31/12: number of fixed-term contracts as of 31/12/18, excluding agents, interns, apprentices and professional training contracts.

A common indicator broken down by age and gender*: covers the number of employees with a contract with vente-privee.com SA and vente-privee Logistique SAs as of 31/12/18, excluding agents, interns, apprentices, professional training contracts.

Breakdown by professional category*: total CDI & CDD headcount as of 31/12/2018, broken down by employment category and entity.

Hires and redundancies

Number of fixed-term (CDD) hired: number of employees hired with fixed-term (CDD) contracts in 2018, excluding interns, apprentices and professional training contracts.

Number of permanent (CDI) hired: number of employees hired with permanent (CDI) contracts in 2018.

50

Number of hires of -25 years*: designates the hiring of an employee under contract with vente-privee.com SA and vente-privee Logistique, irrespective of the type of contract as long as the employee is aged under 25 years

Number of hires of +45 years*: designates the hiring of an employee under contract with vente-privee.com SA and vente-privee Logistique SAS, irrespective of the type of contract as long as the employee is aged 45 years or over.

Number of redundancies: number of redundancies in 2018 (at the employer’s initiative).

Number of resignations: number of resignations.

Number of part-time employees: the number of employees working part-time in the headcount as of 31/12/18 irrespective of the reason.

Retaining talent within our Group

Annual training budget*: % of gross payroll dedicated to training

Number of training hours: total training hours in face-to-face training.

Number of employees trained: total number of employees trained, information on the attendance sheet

A policy to fight against all types of discrimination

Women managers in the headcount*: percentage of women with the status of manager within the total headcount as of 31/12/2018, fixed-term and permanent contracts only.

Women on the Executive Committee*: percentage of women that are members of the Executive Committee as of 31/12/2018

Number of disabled workers: workers that have obtained recognition as disabled workers (RQTH), expressed in the number of employees.

Number of people that have benefited from modified work stations/hours*: number of non-disabled employees that have benefited from support to modify their work station/hours following the recognition of their status as disabled workers during 2018.

Budget for use of ESAT/EA*: budget for use of ESAT (Sheltered Employment Centres) subcontracting during 2018 in euros.

Employees aged 56 years and +*: rate of employees aged 56 years and + within the total headcount as of 31/12/18.

Number of people on parental leave*: number of employees that were covered by parental leave as of 31/12/18, irrespective of their status.

Nursery budget*: amounts paid during year N for a number of nursery places reserved for employees

Number of nationalities represented*: number of different nationalities represented within vente-privee.com SA and vente-privee Logistique SAs as of 31/12/18, fixed-term and permanent contracts only.

Employees living in Seine-Saint-Denis*: number of employees living in department 93 (on their pay slips) as of 31/12/2018, fixed-term and permanent contracts only, out of the total number of employees in Ile-de-France.

51

Conducting a responsible employer policy

For the health and safety indicators, the choice has been made not to publish the 2017 data due to its irrelevance in view of the new Group policy currently being deployed. Work on risk mapping at Group level, harmonisation of indicators and objectives is on-going.

Absenteeism rate*: based on the number of working days of absence out of the number of working days of attendance, including absence for illness, excluding executive managers, interns, apprentices and professional contracts.

Number of employees declared on sick leave* : number of employees that have taken at least one day of sick leave as recognised by the French Social Security Code in 2018, fixed-term and permanent contracts only.

Frequency rate (TF)*: number of workplace accidents with sick leave/hours worked x 1,000,000. Counting starts on the day after the sick leave.

Severity rate (TG)*: number of days lost/hours worked x 1,000

Status of ICPE classified warehouses and the rulings to which they are subject

AuthorisationPrefectural ruling of 17/10/2003Le Blanc Mesnil (BM1)

RegisteredPrefectural ruling of 25/02/09Mitry-Mory

AuthorisationPrefectural ruling of 21/01/2002Lyon 1




52

Definitions - ENVIRONMENTTaking into account environmental issues and environmental assessment or certification approaches

An assessment of environmental impacts closest to our activities

Packaging

The tonnes of packaging considered correspond to the packaging sent to French members (only figures available). These are figures for the scope of the 2018 Ecoemballages declaration.The average number of parcels sent every day is taken from the VPN3 database (source: management control). It is based on the number of parcels sent in 2018, excluding the sales of Intangible Goods (VBI: VP travel, VP ticket), destination France, divided by 365 days.

For Spain, the number of orders sent (that we consider to be equivalent to the number of parcels for our calculation) comes from the information completed by the warehouses and communicated by Privalia’s management control department. The number of orders for the year is divided by 365 to obtain the equivalent per day.

Waste

Waste: any substance or object, or more generally any movable asset, that the holder discards or has the intention or obligation to discard. (European Directive 2008/98/EC transposed into French law through the ruling of 17 December 2010 - Art. L. 541-1-1 of the Environment Code)

The total tonnage of waste generated by vente-privee.com is calculated based on the annual summaries of waste collected per site (offices and warehouses) in France for 2018, which are provided by the processing service providers. The latter also indicate the type of processing for each type of waste, for example:

• recycling;• material recovery;• energy recovery;• disposal.

2018France SpainENERGY

Average annual compensation in euros 1,47631,384 * 448

TotalPRIVALIA VENTA

DIRECTA SAPRIVALIA PINK AND

PACK, S.L.U.

53

Recycling: any recovery operation by which the waste, including organic waste, is reprocessed into substances, materials or products to be reused for their initial function or any other purpose. Energy recovery from waste, operations to convert waste into fuel and landfill operations cannot be qualified as recycling operations. (Art. L. 541-1-1 of the Environment Code)

Recovery: any operation for which the main result is that the waste is used for useful purposes as a substitute for other substances, materials or products that would have been used for a specific purpose, or that the waste is prepared to be used for this purpose, including by the waste producer. (Art. L. 541-1-1 of the Environment Code)

Energy recovery: any operation where the waste is used as a solid fuel, with combustion carried out either in heat or electricity production installations integrated into an industrial manufacturing process, or in installations with the final purpose of producing heat or electricity. (Art. L. 541-1-1 of the Environment Code)

Disposal: any operation which is not recovery, even though this operation may have as a secondary consequence the recovery of substances, materials, products or energy. (Art. L. 541-1-1 of the Environment Code)

Information on quantities of biowaste is provided on an annual basis by the service provider Petitplus, with the related environmental impacts indicated in this annual reporting.

Biowaste: any non-hazardous biodegradable waste from a garden or park, any non-hazardous food or kitchen waste from households, restaurants, caterers or retail stores, as well as any comparable waste from establishments that produce or process food products. (Art. R. 541-8 of the Environment Code)

Water consumption

Water consumption is expressed in m³ according to the water bills and/or estimates carried out by our suppliers over the 12 months of the year under consideration (January 2018 to December 2018).

*For France, certain invoices (monthly or half-yearly) are missing, the missing data was extrapolated as an average of the consumption for the year: the extrapolation concerns 8% of the total consumption.

Average water consumption per employee was calculated by dividing the annual water consumption by the total headcount as of 31/12.

Energy consumption of premises

The gas and electricity consumption of our premises is obtained from the invoices of our energy suppliers expressed in KWh, over the period from January 2018 to December 2018, when it is available and has been transmitted to the Eco-contribution department.

Average gas and electricity consumption per employee, as for water consumption, was calculated by dividing the annual consumption by the total headcount as of 31/12/2018.

54

Significant greenhouse gas emissions generated by the Company’s activity and the use of goods and services

The calculation of the carbon footprint of the Group’s distance selling activity covers greenhouse gas emissions due to the energy consumed by the buildings – owned - by the Company (scopes 1 and 2) and other indirect emissions mainly due to the sending of parcels (scope 3).

Direct GHG emissions – scope 1 and 2For France, the estimate of greenhouse gas emissions corresponds to the quantity of energy consumed in 2018 multiplied by the appropriate emissions factor:

• for electricity, that of Direct Energie (communicated by email) in 2018 of 61gCO2/KWh; • or gas, that of ADEME’s carbon database, it amounts to 0.214 kgCO2/KWh PCS. The

emissions factor related to gas that we have selected is the one expressed in GCV in Europe based on the remark published in ADEME’s carbon database which stipulates that «natural gas invoices are usually expressed in GCV, and not in NCV as for other fuels».

For Spain, the quantity of electricity consumed was multiplied by the same emissions factor as for France (Direct Energie), as we did not have other specific information.

Indirect GHG emissions – scope 3 This estimate is based on the tonnage of packaging consumed in 2018.For France, paper and cardboard tonnage represents 91% of the packaging used. As most of our cardboard materials contain over 50% of recycled fibres, the factor chosen is that of recycled cardboard which amounts to 670 kg CO2/tonne, from ADEME’s carbon database by FEDEREC in mainland France. For Spain, due to a lack of specific information, the emissions factors used are those from France’s ADEME carbon database:

• that of «new» cardboard which amounts to 390 kgCO2/tonne. • that of the plastic mainly used (LDPE) which amounts to 2,090 kgCO2/tonne. This emissions

factor was applied by default to all known plastic tonnage for 2018, due to a lack of specific emissions factor available for the other types of plastic.

Definitions - SOCIETALNumber of members: sum of the members with a valid account as of 31/12/2018, for the Privalia sub-group in the four countries of operation (Spain, Italy, Brazil and Mexico) and for VP.com, only for France and taking into account members removed under the «right to be forgotten».

VP.COM

FR

ES

DE

IT

UK

AU

total

21 117 378

4 334 586

2 209 607

3 172 022

1 159 835

70 562

32 063 990

PRIVALIA

ES

BR

IT

MEX

total

8 317 809

7 861 790

2 209 607

5 444 448

33 009 393

Total Scope 2018 54 126 771

Tax paid

2018 2017

Profits obtained country by country

2018 2017

1 170 114,11 1 766 802 10 751 104,37 19 891 787PRIVALIA VENTA DIRECTA (€)

1 615 050,00 1 710 6386 807 297,70 6 585 733 PRIVALIA VENDITA DIRETTA SRL (€)

1 389 593,58 4 657 2475 663 076,63 2 925 772 TALENTED PEOPLE (MXN)

0 N/A227 746,80 N/APRIVALIA `PINK & PACK (€)

3,580,229.90 0.00 51 123 900,74 -18 879 371 PRIVALIA SERVICIOS DE INFORMACAO (BRL)

61 718 851,25 43 326 827139 199 681,30 106 676 950 PRIVALIA VENTA DIRECTA (MXN)

SPAI

NBR

AZIL

ITAL

YM

EXIC

O

55

Country by Country Tax information - only for Privalia

In accordance with Spanish regulations, in the following table, the tax information for the entities of Privalia is presented country by country for the 2017 and 2018 financial years.

With regard to public subsidies received, the entities of Privalia did not benefit from any public subsidies in 2017 and 2018.

56

Report by one of the Statutory Auditors, appointed as an independent third party, on the Consolidated Non-Financial Performance Statement in the Management Report This is a free English translation of the Statutory Auditor’s report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

For the year ended 31 December 2018

To the shareholders,

In our capacity as the independent third party of your company (hereinafter the “entity”), certified by the French Accreditation Committee (Comité Français d’Accréditation or COFRAC) under number 3-10491 and, as a member firm of the KPMG International network, one of your statutory auditors, we hereby report to you on the consolidated non-financial performance statement for the year ended 31 December 2018 (hereinafter the “Statement”), included in the Group Management Report, in accordance with the legal and regulatory provisions of Articles L.225 102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code (Code de commerce).

Responsibility of the entityIt is the Board of Directors’ responsibility to prepare a Statement in accordance with legal and regulatory provisions, including a presentation of the business model, a description of the main non-financial risks, a presentation of policies applied to mitigate these risks and the outcomes of those policies, including key performance indicators.

The Statement has been prepared applying the procedures of the entity (hereinafter the “Guidelines”), the most significant aspects of which are presented in the Statement and available upon request at the entity’s headquarters.

Independence and quality controlOur independence is defined by the provisions of Article L.822-11-3 of the French Commercial Code and the French Code of Ethics for statutory auditors (Code de déontologie). Moreover, we have implemented a quality control system that includes documented policies and procedures to ensure compliance with applicable ethical rules, professional standards, laws and regulations.

Responsibility of the independent third partyOn the basis of our work, it is our responsibility to express a limited assurance opinion about whether:

• the Statement complies with the provisions of Article R. 225-105 of the French Commercial Code;

• the information provided (hereinafter the “Information”) is fairly presented in accordance with Article R.225-105-I(3) and II of the French Commercial Code concerning policy outcomes, including key performance indicators and actions relating to the main risks.

• However, it is not our responsibility to express an opinion on:• the entity’s compliance with other applicable legal and regulatory provisions, • the compliance of products and services with applicable regulatory provisions.

Nature and scope of our workWe performed our work described below in compliance with Article A.225-1 et seq. of the French Commercial Code (Code de commerce), defining the conditions under which the independent1 Accreditation scope available at www.cofrac.fr

57

third party performs its engagement, and with the professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes or CNCC) relating to this engagement and with ISAE 3000 (international standard on assurance engagements other than audits or reviews of historical financial information).We conducted work to form an opinion on the Statement’s compliance with legal and regulatory provisions and the fair presentation of the Information therein:

• We gained an understanding of the activity of all companies in the consolidation scope, of the Entity’s exposure to the main social and environmental risks relating to the business activity and;

• We assessed the appropriateness of the Guidelines in terms of their relevance, completeness, reliability, neutrality and clarity, by taking into consideration, where relevant, the sector’s best practices;

• We verified that the Statement covers every category of information required under Article L.225-102-1, Paragraph III concerning social and environmental matters;

• We verified that the Statement presents the activity of all companies in the consolidation scope, including – if relevant and proportionate – risks due to its business relationships, products or services, as well as policies, actions and outcomes, including key performance indicators;

• We verified that the Statement presents the disclosures required under article R. 225-105, Paragraph II, of the French Commercial Code if they are relevant given the main risks or policies presented;

• We obtained an understanding of the process for selecting and validating the main risks;• We enquired about the existence of internal control and risk management procedures

implemented by the entity;• We assessed the consistency of the outcomes and key performance indicators with the

main risks and policies presented;• We verified that the Statement includes a clear, substantiated explanation of the lack of

policy for one or more of these risks; • Where applicable We verified that the Statement covers all companies in the consolidation

scope in accordance with Article L. 233-16 within the limits specified in the Statement;• We assessed the data collection process implemented by the entity to ensure the

completeness and fair presentation of the Information;• For key performance indicators and the other quantitative outcomes1 that we considered

the most important, we set up:• analytical procedures to verify that collected data is correctly consolidated and

that any changes to the data are consistent;• ests of details based on sampling to verify that definitions and procedures are

correctly applied and to reconcile data with supporting documents. The work was carried out with a selection of entities contributing2 to the reported data and represents between 78% and 100% of consolidated data of key performance indicators and outcomes selected for these tests;

• We referred to documentary sources and conducted interviews to corroborate the qualitative disclosures (actions and outcomes) that we deemed the most important3;

Quantitative social information: Total headcount and breakdown of employees by gender, age and geographic zone, Number of hires, Number of resignations, Number of training hours. Quantitative environmental information: Energy consumption of premises, Direct GHG emissions – scope 1 and 2, Total quantity of waste generated including recycled waste, Quantity of packaging consumed.Vente-privee.com S.A. and Vente-privee logistique SAS.Developing the employer brand, Promoting regular dialogue with our stakeholders, Contributing to our employee development, A fair compensation policy, A policy to fight against all types of discrimination, Conducting a responsible employer policy, Fair practices, Financial resources dedicated to pollution

1 Quantitative social information: Total headcount and breakdown of employees by gender, age and geographic zone, Number of hires, Number of resignations, Number of training hours. Quantitative environmental information: Energy consumption of premises, Direct GHG emissions – scope 1 and 2, Total quantity of waste generated including recycled waste, Quantity of packaging2 Vente-privee.com S.A. and Vente-privee logistique SAS.3 Developing the employer brand, Promoting regular dialogue with our stakeholders, Contributing to our employee development, A fair compensation policy, A policy to fight against all types of discrimination, Conducting a responsible employer policy, Fair practices, Financial resources dedicated to pollution

58

• We assessed the overall consistency of the Statement based on our understanding of all companies within the consolidation scope.

We believe that the work carried out, based on our professional judgment, is sufficient to provide a basis for our limited assurance opinion. A higher level of assurance would have required us to carry out more extensive procedures.

Means and resourcesOur work drew on the skills of five individuals and was conducted between April and June 2019 for a total working time of approximately four weeks.To assist us in conducting our work, we called on our firm’s sustainable development and corporate social responsibility (CSR) specialists. We conducted around ten interviews with the individuals responsible for preparing the Statement.

OpinionBased on our work, we have no material misstatements to report that would call into question the compliance of the non-financial performance statement with the applicable regulatory provisions, or the fair presentation of the Information, taken as a whole, in accordance with the Guidelines.

CommentsWithout qualifying our opinion, in accordance with article A. 225-3 of the French Commercial Code, we draw your attention to the following matters:

• The reporting scope covers 65% of consolidated headcount as mentioned in the Introductory remarks and in the Methodological Note.

• As the implementation of Group policies concerning certain non-financial risks has recently been initiated, the policies presented for these risks are limited to the scope of Vente-Privée.com in France, as indicated in the Introductory remarks and in the Methodological Note.

Paris-La Défense, on June 11th 2019KPMG S.A.

Anne GaransPartner

Sustainability Services

prevention, Consumption of raw materials, Responsible management of products and inventories, Water consumption and supply according to local constraints, Adapting to the consequences of climate change, Service providers and social and environmental issues, Relations with associations and IT service providers.

Jacques Pierre Partner

Requirements of Spanish law on non-financial information

Paragraph concerned or justification for Privalia’s activities

A brief description of the Group’s business modelIntroductory remarks A unique business model

METHODOLOGICAL NOTE: Detail of the scope of information selected

The main risks related to these issuesRisks and results mitigation policy Non-financial risks analysis

Key indicators of the non-financial results that are relevant to the particular business activity and that fulfil the criteria

of comparability, materiality, relevance and reliability

I. Men and women at the heart of our strategyADDITIONAL SOCIAL INFORMATION – Privalia

II. Environmental responsibilityIII. Societal responsibility

About the current and foreseeable effect of the Company’s activities on the environment, and where relevant,

on health and safetyII. Environmental responsibility

Measures to prevent, reduce or repair emissions that seriously harm the environment, considering

all types of atmospheric pollution due to all activities, including noise and light pollution

Information not available to date

Measures of prevention, recycling, reuse and other forms of collection and disposal of waste;

actions to fight against food wasteInformation not available to date

About the resources allocated to the prevention of environmental risks

About the application of the precautionary principle

About the application of the precautionary principle

About provisions and guarantees for environmental risks

This information was considered irrelevant in view of the group’s activities

GENERAL INFORMATION

ENVIRONMENTAL ISSUES

Detailed background information

Pollution

Circular economy and prevention and management of waste

Sustainable use of natural resources

Water consumption and supply according to local constraints

II.2) C. Energy consumption, measures taken to improve energy efficiency and use of renewable energies

Consumption of raw materials and measures taken to improve the efficiency of their use

II.2)A. Packaging

Measures taken to improve energy efficiencyInformation not available to date

Use of renewable energy

Direct or indirect energy consumption II.2) C. Energy consumption, measures taken to improve energy efficiency and use of renewable energies

About the procedures for environmental assementor certification

59

Cross-reference table – Spanish Law 11/2018 on non-financial and diversity information

Main aspects of greenhouse gas emissions generated by the Company’s activities, including the use of goods

and services producedII.2)D.Climate change

Measures taken to adapt to the consequences of climate change

Measures taken to preserve and restore biodiversity Information not available to date

Total number and breakdown of employees according to representative diversity criteria (gender, age, country, etc.)

Total number and breakdown of types of contracts, average annual permanent, temporary and part-time contracts by

gender, age and professional category

I.1) Men and women at the heart of our strategy ADDITIONAL SOCIAL INFORMATION – Privalia

Impact of activities or operations in protected areas This information was considered irrelevant in view of the group’s activities

SOCIAL AN D EMPLOYEE MANAGEMENT

Reduction targets set voluntarily at medium to long-term to reduce greenhouse gas emissions and the means

implemented to achieve this

The Group does not yet have targets for the reduction of GHG emissions

Climate Change

Protection of biodiversity

Employment

Number of redundancies by gender, age and professional category

Gender wage gap Information not available to date

Implementation of the right to disconnect Information not available to date

Disabled workers I.2)D. A policy to fight against all types of discrimination

Average compensation of executive managers and executives, including variable compensation, daily indemnities, long-term retirement benefits

and all other compensation, by gender

ADDITIONAL SOCIAL INFORMATION – Privalia

Average compensation by gender, age and professional category or equal value

Organisation of working time Information not available to date

AbsenteeismAs the HR and H&S functions are becoming group-level,

this data has not been communicated for the Privalia scope in 2018

Measures to facilitate the balance between work and personal life and to encourage both parents

to jointly assume their parental responsibilitiesI.2)D. A policy to fight against all types of discrimination

Work Organisation



Health and safety

Health and safety of working conditions I.3)C. Conducting a responsible employer policy

Workplace accidents, and specifically their frequency and severity as well as professional diseases, by gender

As the HR and H&S functions are becoming group-level, this data has not been communicated

for the Privalia scope in 2018

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Training

Training policy Information not available to date

Measures taken to promote equal treatment and opportunities for men and women

I.2)D. A policy to fight against all types of discrimination

Equality plans (Chapter III of the organic law 3/2007 of 2 March for effective equality between

men and women), measures taken to promote employment, protocols against sexual and gender-based

harassment, universal integration and accessibility for disabled people

Universal accessibility for people with disabilities I.2)D. A policy to fight against all types of discrimination

Policy against all forms of discrimination and, if applicable, diversity management

Total number of training hours by professional category Total number of training hours without breakdown

Universal accessibility for people with disabilities

Equality

Complaints concerning breaches of Human Rights

Application of reasonable diligence procedures in the area of human rights; prevention of risks of breaches of human

rights and, if applicable, measures to mitigate, manage and remedy any abuse III. 3) Fair practices

Promotion and respect for the provisions of the International Labour Organization’s fundamental

conventions on respect for the freedom of association and the right to collective bargaining; elimination of

discrimination in respect of employment and occupation; elimination of all forms of forced or compulsory labour;

effective abolition of child labour


RESPECT FOR HUMAN RIGHTS

FIGHT AGAINST CORRUPTION

Measures taken to prevent corruption

III.3)A. Fight against corruptionPrevention measures against money laundering

Contributions to foundations and non-profit organisations III.1)A. Dialogue and impact on regional development

Human Rights

Corruption

Organisation of social dialogue, including information, consultation and negotiation procedures with staff I.2)A. Promoting regular dialogue with our stakeholders

Percentage of employees covered by collective agreements by country

Information not available to dateThe balance of collective agreements,

notably in the area of workplace health and safety

Social relations



61

Relations with stakeholders in the local communities and types of dialogue used with them

III.1)A. Relations with associationsActions taken with associations or sponsorship

The Company’s impact on local populations and the region III.1)A. Relations with associations

Monitoring systems or audits and monitoring of their results To date, the Group does not have a control system

Inclusion of social issues and gender equality in purchasing policies

To date, environmental or social clauses are not systematically included in Group procurement contracts

Relations with suppliers and subcontractors regarding their social and environmental responsibility

III.3)C.Measures taken to promote consumer health and safety

CORPORATE INFORMATION

The Company’s impact on employment and local development


Profits obtained by country

Taxes paid on profits METHODOLOGICAL NOTE - SOCIETAL - Fight against tax evasion

Public subsidies received

Measures taken to promote consumerhealth and safety

Systems for claims and complaints received and their resolution


III.1)B. Dialogue with members III.3)C. Dialogue with consumer associations

and professional groups

Stakeholder dialogueII. 1) Dialogue and impact on regional development

The Company’s commitment to sustainable development

Subcontractors and suppliers

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Statement of non-financial performance 2018 · (veepee.com; careers.veepee.com) PUBLIC AUTHORITIES...

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