B&S Group S.A.

Investor Presentation • Nov 21, 2023

Capital Markets Day

Towards autonomous andaccountable segments

Forward-lookinginformation / disclaimer

This presentation includes forward-looking statements. Other than reported financial results and historical information, all statements included in this presentation, 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 forward-looking 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 forwardlooking 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 behaviour 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 presentation 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.

Maurice Riegel MD Food

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Agenda

• Introduction
• Governance & Sustainability
• Towards Autonomous & Accountable Segments
• Warehousing and Digitization

• Oursegments: Personal Care, Travel Retail,Liquors& Health

• Oursegments: Beauty &Food

• Financials

Peter van Mierlo CEO

Willem Tuk MD Beauty

Sanne van den Doel MD Signature Beauty

Mark Faasse CFO

Ken Lageveen COO

Break

Today'sspeakers

Make branded consumergoods available to everyone, anywhere

Our mission

Reliable

Eager

Agile

Curious

Human

We focus on long-term partnerships, delivering consistent quality and transparency in everything we do. Whatever the circumstances, we stand by our promises and commitments.

Being passionate and proud of our work is what we are known for. Each of our people has the confidence to go beyond the ordinary and grow by leaps and bounds.

We match our expertise with flexibility and resourcefulness, always with a problemsolving attitude. This allows us to react quickly to the ever-changing environments in which we operate.

Our Core Values The way we work

We are driven by our distinctive entrepreneurial spirit. We always seek new opportunities, take calculated risks and embrace continuous learning. We strive to find new ways to fulfil our mission and contribute to sustainable growth.

We believe in the power of working together. Our diversity of thought and background is what makes us the global company we are today. We prioritise building strong relationships and teams by valuing and learning from each other.

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We create value through…

• Distributing branded consumer goods globally
• Building sustainable partnerships
• Solving complexities in the value chain
• Providing easy access and smart delivery
• Empowering people and partners with technology
• Portfolio management and continuous improvement

At B&S we are committed to conducting our business by doing the right thing, every day, everywhere. Our Code of Business Ethics supports this commitment by outlining five principles and beliefs that are applied in our day-to-day activities.

Our 5 key principles and beliefs

OurCode of Business Ethics

B&S Investments B.V.

Supervisory Board

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Executive Boards

Derk Doijer

Chairman

Independent

Bert TjeenkWillink Chair of the SARCO and Vice Chairman

Independent

Kim Smit Chair of the Audit and Risk Committee

Independent

Leendert Blijdorp Member

Peter van Mierlo

CEO

Mark Faasse

CFO

Bas Schreuders

Senior Counsel

Ken Lageveen

COO

B&S Group S.A.

• Both Executive Boards are compliant with the Dutch Corporate Governance Code
• Strengthened Code of Business Ethics and related processes;
• Broad mix of expertise in finance/compliance/governance, general management, operational and processing excellence.

Segment Managing Directors

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- Managing Directors with 20+ years of experience in their industry

• Deep sector-specific know-how in a stable, vested management team with strong and long-standing track records

Importance of sustainability for our strategic focus points

Our Sustainability Strategy 2030 reinforces our commitment to contribute to a better future.

It serves as our roadmap, outlining the direction we are heading and follows various regulatory developments such as the Corporate Sustainability Reporting Directive.

By executing our strategy, we lay the foundation for long-term value creation while delivering on our mission - making branded consumer goods available to everyone, anywhere.

Reach with Impact

Our roadmap 2022-2030

Creating value by reducing our environmental footprint

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Climate action

Reduce energy and fuel consumption by implementing energy saving measures and maximising alternative transport modes like barge

Maximise renewable electricity (100%) and sustainable fuels

Be climate proof we committed to setting Science Based Targets and work towards a deforestation free supply chain

Reduce resources through less food and medical waste (-50%) and packaging materials (-20%)

Maximise recycling of waste in our warehouses (80%) and ensuring recyclable packaging materials (95%)

Renewable and recycled materials in packaging and shop furniture

Resource conscious

Responsible sourcing practices in our supply chain through Supplier Code of Conduct and social and environmental compliance schemes for suppliers from risk countries (100%)

Offer and promote sustainable products by having Sustainable Choices across our product range (+2,000)

Sustainableproducts

Our roadmap 2022-2030

A governance model that upkeeps our entrepreneurial culture and fosters an engaged workforce

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Community engagement

• In-kind and monetary donations to those in need
• Employee volunteering
• Impact projects together business partners

Provide training to business growth

• develop required skillsets for
• Equal opportunities for all
• Diverse teams serve our global markets best

Skilledand diverse teams

Develop a safety culture and ensuring safe working conditions

Provide tools for healthy lives

Employee engagement

Health, safety and wellbeing

Strategy Towards autonomous andaccountable Segments

Looking back

Six Segmentsoperating in different markets

• 1. Segments are all unique in growth potential, M&A potential and risk
• 1. Market synergies are limited between the Segments
• 1. Segments need to operate close to the market
• 1. Six Segments hold all together 25 independent brands in their respective markets
• 1. Segments all have strong networks in their own markets
• 1. Strategic optionality will maximise value

Role of theHolding

• 1. Centres of excellence around Digitization, Logistics, Finance, Legal and Human Resources
• 1. As a service organisation focused on quality, costs, digitization, sustainability and compliance
• 1. Supporting and monitoring Segments
• 1. Ensure strong entrepreneurial integrated management teams in the Segments

Six Segments unitedin consumergoods

with different risk profiles, opportunities and markets

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• Shape strategy of the Segment
• Realise Back Office synergies
• Support local management teams
• Support growth
• Increase profitability
• Improve on execution
• Advise on best practices
• Deliver on sustainability
• Mitigate risks
• Structure Financing and M&A activities

The Holding has five centres of excellence

Six strategic focus points 2024 - 2026

1	2	3	4	5	6
Autonomous & Accountable Segments	Digitization	Operational Excellence	Culture, Governance & Sustainability	Value Creation	Pursue Strategic Strategic Options Options
Integrated management teams Target setting and Strategy execution Accountability	Internal processes Processes with clients Processes with suppliers	Business control Strategy execution Cost/Working Capital management Continuous improvement	Holding role Entrepreneurial spirit Improve employee KPIs Code of ethics RPT procedures	Capital allocation Balance sheet Portfolio management	M&A activities Strengthening the logistical backbone Government & Defense market

Global warehousing

Logistics USPs

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Unique logistical network with topic experts

• Support from logistical expertise
• All import and export needs
• Customs and tax knowledge

Global reach

• Extensive network of hub-and-spoke points
• Local presence and knowledge
• Reliable supply chains
• 3PL coordination
• Less rework, more capacity with same resources and Justin-Time logistics

Availability and scalability

• Adapting to business needs
• Handling for B2B, B2C, B2R, B2B2C – from pallet to parcel

Resulting in:

• Smooth and flawless operations
• Best-available freight rates (all modes of transport)
• Workload planning based on demand
• Internal and external inspections

Delivering high standards Quality, compliance and sustainability 1/2

USAPHC approved VETCOM approved

General, alcohol trading, tabacco & cigarettes, beauty & personal care trading and Free Zone licenses

Pharmacy license, Good Distribution Practices (GDP) compliant

Recognized Supplier Airport Supplies

Delivering high standards Quality, compliance and sustainability 2/2

B&S IT Digital Strategy

Empowering the B&S business operation in the Digital Age.

Unlocking Business potential through digital solutions.

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Digitisationdevelopment at a glance

Transparent leadership & organisation

Data Governance across the organisation Grip on cost development

6 main topics

Oursegments A summary

One-stop partner for premium and private label personal care, cosmetics and home essentials

Personal Care

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Main focus areas

• Private Label
• Building on licensors such as Disney, Mattel, Universal and Revlon
• Stocklot business to solve supply chain challenges

2024-2026

Turnover CAGR 2-4%

LTM Q3 2023

Turnover €375M Gross profit % 20,0%

Creating inspiring shopping experiences with our total-solution retail concepts.

Travel Retail

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Ourbrands

Main focus areas

• Operational excellence
• Maximise full year impact of stores opened in 2023
• Customer centric experience
• Optimise partnerships
• Omnichannel

Warehousing

Hoofddorp (electronics) / Dordrecht (multi)

Distribution

Markets

B2B, B2C Duty Free, G&D, Diplomatic

Team 475 employees

Europe, Middle East, Africa

Partners in portfolio

2024-2026

Turnover CAGR 9-11%

Q3 2023 LTM

Turnover €107M Gross profit % 24,6%

Branded premium liquors for wholesalers, e-commerce platforms and consumers.

Liquors

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Warehousing

Amsterdam, Dordrecht, Dubai, Valencia, Veendam

Distribution

Markets

B2B, B2C E-commerce, on-trade, duty-free

Team 325 employees

Europe, Middle East, Asia

Partners in portfolio

Ourbrands

Main focus areas

• Operational excellence
• Integrating Topdrinks (B2C) within wholesale
• Working Capital management
• Integrating wholesale
• Execute on own brands strategy

2024-2026

Turnover CAGR 3-5%

Q3 2023 LTM

Turnover €621M Gross profit % 7,0%

Supplying quality medical supplies, pharmaceuticals, and vaccines.

Health

Main focus areas

• Operational excellence
• Cruise & Maritime
• NGO/Government & Defense
• Offshore
• Travel vaccines

2024-2026

Turnover CAGR 8-10%

Q3 2023 LTM

Turnover €50M Gross profit % 17,6%

Building, sourcing, and distributing the best beauty brands in the world.

Beauty

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Our brands

Main focus areas

• Transitioning of the business
• Optimising business Mix
• Full use of US operational backbone
• Building brand partnerships
• Improving Working Capital

B2B, B2R, B2C

2024-2026

Turnover CAGR 8-10%

Q3 2023 LTM

Turnover €752M Gross profit % 17,2%

A € 750 M+ turnover business, formed by more than 15+ names in the industry Our businesses B2C

customers

Transitioning to a brand-recognised partner

Tactical

Strategic

Channel partner

Direct sourcing Online + Offline

Official selective distribution

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From business units to oneBeauty Group mindset

Improved ways of working

Enhanced capabilities

Commercial developments

New KPI PowerBI BiT Insight Strategic alignment

Sourcing power Operational capacity

Brand portfolio Direct sourcing Accelerated growth

Beauty

Our vision is now firmly in motion

Over the past 2 years, we have built the foundation and powerful capabilities to leverage our position as a strategic partner and deliver value directly to selected brands and suppliers in 2023.

One unified Beauty segment

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Introducing Signature Beauty

Our mission: Builda luxurybeauty Powerhouse.

40

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3 Business models

Distributor beauty brands

Licensed beauty brands

Our formula of success

=

How do we work.

Global LaunchOctober 2023

In-store

Education

E-store & CRM

• Homepage Wallpaper (key visual)
• Homepage Product (Devotion)
• Item in Digital Flyer
• Dedicated Email

Social media

• Video Campaign
• Key Visual Campaign
• Product Visual
• Social Media Assets Package

Media

360°Launch Plan

• Digital media campaign
• Wrapped tram

• OOH (BUS SHELTERS) CAMPAIGN

• Press release

• Influencers campaign

➢ Trainings gift

• GWP (miniature Devotion 2000x)
• Sampling
• Security Gate Covers
• Product Pilar
• A6 Shelf Card

DG.com

• HP take over
• Editorial landing page
• 2 Product Pages
• Exclusive content (BTS, Ingredients assets, and more)
• Sampling

Owneddigital channels

• Newsletter
• Social Media DG Beauty
• Push Beauty content on DG corporate social media
• Digital Activation

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Dolce & Gabbana

B&S Beauty

Creating profit . Adding value .

Bringing the best food and beverage brands to distinctive markets globally

Food

Ourbrands

Main focus areas

• Digital ecosystem acceleration
• Operational excellence
• Marketing as a service
• Data lake conversion
• Sustainability & compliance

2024-2026

Turnover CAGR 5-7%

Q3 2023 LTM

Turnover €317M Gross profit % 13,6%

Turning innovation into impact Strategic plan 2024-2026

Asingle source concept within B2B distribution.

All with ample room to grow.

Duty Free Export

Three core focus channels

The power of our portfolio

Acentralised purchase covering globalsourcing from over 500+ brandowners and producers.

Providinga unique product mix.

Our Segment Mission

"Establish a prominent global presence in the distribution of premium F&B goods, redefining the landscape of B2B E -commerce into our channels and beyond".

A holistic approach towards a digital eco-system

Establish a prominent global presence in the distribution of branded F&B goods, redefining the landscape of B2B E-commerce into our channels and beyond.

	2. Global Reach	3. Innovations
Strategic	Brand	Solution vs
Sourcing	Partnerships	Product Selling
Data &	In-house	Logistic
Analytics	Marketing	Backbone
Dedicated Workforce	ESG	Economies of Scale

Food strategic plan

Establish a prominent global presence in the distribution of branded F&B goods, redefining the landscape of B2B E-commerce into our channels and beyond.

1. OperationalExcellence		2. Global Reach	3. Innovations
	Strategic	Brand	Solution vs
	Sourcing	Partnerships	Product Selling
B2B	Data &	In-house	Logistic
	Analytics	Marketing	Backbone
	Dedicated Workforce	ESG	Economies of Scale

Food strategic plan

Establish a prominent global presence in the distribution of branded F&B goods, redefining the landscape of B2B E-commerce into our channels and beyond.

1. OperationalExcellence		2. Global Reach	3. Innovations
	Strategic	Brand	Solution vs
	Sourcing	Partnerships	Product Selling
B2B	Data &	In-house	Logistic
	Analytics	Marketing	Backbone
	Dedicated Workforce	ESG	Economies of Scale

Food strategic plan

Think different. Driving growth. Delivering value.

Digital first making impact

All coming together.

Customers Suppliers Technology Campaigns Process

a Global Brand.

Thank you

Financials 2024 - 2026

Strong long-term growthprofile, despite variousglobal crises

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• Resilient business across economic cycles with diversification in
  • Markets;
  • Products & Services;
  • Geography
• Continuous investments in Digitisation and Automated solutions

FY 2022 EBITDA normalised for one-off provisions amounting to EUR 15.8M, as per the 2022 Annual Report

Lookingback - Turnover andEBITDA 2018-2022

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• B&S achieved relatively strong performance throughout Covid
• Turnover has more than recovered post-Covid, implying a longer term 2018-2022 CAGR of c. 5.3%
• Strong EBITDA performance through the cycle, between c. EUR 90 - 116m

*FY 2022 EBITDA normalised for one-off provisions amounting to EUR 15.8M, as per the 2022 Annual Report

Lookingback - Investments 2018-2022

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72

• Asset (CAPEX) light business model, with capex well below 1% of turnover
• Investments focused on driving operational excellence in logistics/warehousing to support our growth
• M&A spent including buy out of minority shareholders predominantly impacted investment cash out during the period

Lookingback -Workingcapital 2018-2022

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73

• Working capital presents a stable component of the Groups balance sheet at c. 20-25% of turnover
• Working capital management remains top priority
• Cash conversion cycle between 118 and 85 days
• Stable ROIWC exceeding 20%, yet below targeted 25%

Lookingback -Financial performance within covenants

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74

• M&A and participation activities impacted leverage
• Interest coverage ratio largely driven down by interest rate environment
• Leverage and ratio limits never exceeded financial covenants

Key messages

* Leverage ratio would have been 3.1x for adjusted EBITDA ** Interest Coverage Ratio would have been 7.4x for adjusted EBIT

Financial objectives 2024-2026

Organic turnover growth

EBITDA margin

Return on investedWorkingCapital (ROIWC)

Net debt / EBITDA

Dividend policy

Key figures – Turnover development 2023- 2026

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CapitalAllocation Framework 2024 - 2026

Cash Flows fromOperations

Capital Allocation Framework

Capital Expenditures

• Expansion of logistical platforms
  • Beauty EUR 21.5M (2024 2025)
  • Liquors EUR 12.0M (2024 2026)
• Maintenance & leasehold improvements: EUR 7.0 to 10.M annually

Dividends

• Dividend policy 40%
  • increased payout to increase with leverage <2.0
  • Dividend payout to decrease with leverage >3.0

Acquisitions(a.o. buy out minority interests)

Debt reduction

• Maintain efficient and flexible capital structure
• Reduce leverage while targeting optimized WACC
• Diversify funding sources
• Sustainable growth
• Target EBITDA of 5%-6%
• Disciplined Working Capital Management
• Operational Excellence
• Committed to target normalized leverage of <3.0
• Maintain adequate liquidity through the cycle
• Leverage target might temporarily be affected by M&A activities (incl the buy out of minority shareholders).

Shareholding Options in Participations

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Deferredpayments

consideration of USD 23.9m. Of this amount USD 13.4m will be paid at closing, followed by seven deferred annual payments of USD 1.5m. The second and final option on the remaining 12.5% of the shares will be expiring October-November 2028.

• FragranceNet: We have exercised our first call option and acquired an additional 12,5%* of the shares for a total
• Europe Beauty Group: Option on acquiring additional 15%, expiring between May 2025 and May 2028.
• Topbrands Europe: Option on acquiring additional 29.17%, expiring between January 2024 and December 2027.

Expected option execution

Non-controlling interests	Minority share per 21/11/2023	2023	2024	2025	2026	2027	2028
B&S HTG B.V.	5%
B&S Beauty B.V.	5%
FnetAcquisition Company	12.5%	12.5%*					12.5%
Europe Beauty Group S.A.S.	30%			15%
Top Care Distribution S.L.U.	49%
Topbrands Europe B.V.	29%		29%
Lagaay Medical Group N.V.	30%

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Acquisition Strategy 2024 - 2026

Summary

• B&S operates 6 unique segments with different risk profiles, opportunities and

• Each segment has a strong network in its market, attractive market positions and

• markets
• ample strategic optionality
• Legal and HR

-

• Segments are supported by B&S' 5 centres of excellence: IT, Finance, Logistics,

• B&S has identified 6 strategic focus points for 2024-2026 • Strategy driven by core capability of providing unmatched reach coupled with innovation and digitisation across the group

• B&S has an attractive financial profile with sustainable organic growth • Diversification across segments provides stability to group • Disciplined working capital management and capital allocation framework in place

6 unique segments

Strategic focus points

Well-defined financial targets to 2024-2026