B&S Group S.A.

M&A Activity • Jan 11, 2024

B&S increases stake in Personal Care segment

Mensdorf, Luxembourg – January 11, 2024 (7:00 CET)

B&S Group S.A. ("B&S" or the "Company"), a company in the consumer goods industry, announces that it will acquire an additional 24.24% of the shares in Topbrands Europe B.V. (the "transaction").

On January 10, 2024, the minority shareholder of Topbrands Europe B.V. ("Topbrands") has indicated to exercise his put option, for 24.24% of the shares of Topbrands. In line with the option agreement, 50% of the exercise price will be paid at the closing of the transaction. The remaining amount will be paid one year after closing. The transaction will take place within the next 30 days. After the transaction B&S will hold 95.07% of the shares in Topbrands.

Peter van Mierlo, CEO: "As Executive Board we are pleased to increase our interest in Topbrands. Our Personal Care segment has shown strong growth, building on a clearly defined strategy. We look forward to executing further on the existing strategy with the Topbrands management team.

Exercise price

The exercise price is based on the agreed terms with the minority shareholder as stipulated in the option agreement. As a reminder the Calculation method of the exercise price has been disclosed in our latest financial statements (page 180):

The higher price of (a) the minimum price of € 34,056,019.40 for 525 shares including a correction for the solvability ratio or (b) the weighted average of the profit before tax for the last three years prior to exercise period times 5.9 after dividend payment.

The final exercise price will be disclosed after finalization.

For additional information please contact Investor relations: Simone van den Eertwegh E: investor.relations@bs-group-sa.com

About B&S

B&S (EURONEXT:BSGR) exists to make branded consumer goods available to everyone, anywhere. We believe that getting access to consumer products that bring joy and comfort into everyday lives, should be easy around the globe.

With our ever-growing international network and physical local presence, we bring suppliers, brand owners, logistics partners, wholesalers, retailers and consumers all over the world together that are in many ways difficult to connect.

Press release

We work with the world's premium consumer brands in beauty, liquors, personal care, food, health and travel retail to serve millions of consumers daily - either directly or through our wholesaler and reseller partners.

Powered by our logistical backbone, our digital solutions and our supply chain expertise, we provide sourcing, warehousing, distribution, digital commerce, marketing and brand development solutions that enhance choice, speed up delivery, drive conversion and increase reach.

Additional information can be found on our website and on LinkedIn.

Forward Looking statements

This press release includes forward-looking statements. Other than reported financial results and historical information, all statements included in this press release, including, without limitation, those regarding our financial position, business strategy and management plans and objectives for future operations, are, or may be deemed to be, forward-looking statements. These forwardlooking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements are based on our current expectations and projections about future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond B&S's ability to control or estimate precisely, such as future market conditions, the behavior of other market participants and the actions of governmental regulators. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release and are subject to change without notice. Other than as required by applicable law or the applicable rules of any exchange on which our securities may be traded, we have no intention or obligation to update forward-looking statements.