2024 Universal Registration Document

Other information 188

Statutory Auditors' special report on regulated

agreements 193

Information on the Statutory Auditors 194

APPENDIX B - LIST OF DATA POINTS REQUIRED BY OTHER EU LEGISLATIVE FRAMEWORKS [IRO-2]

INDEPENDENT THIRD-PARTY BODY REPORT

‌ ​ROLE OF THE VARIOUS LEGAL STRUCTURES

The Group's entities are divided between two Clusters:

• France

• International

Three main types of company can be identified within the Group:

1. Production companies, whose role consists in producing the Group's wines and spirits. These companies mainly carry out the following processes:

   • Ageing and blending of wines;

   • Distillation;

   • ‌Bottling;

   • Packaging.

2. Distribution companies, whose role consists in marketing and promoting the Group's products within each Cluster.

3. Marie Brizard Wine & Spirits SA (the "Company") is the holding company for the entire Group. The purpose of the Company is to provide operational support to its subsidiaries and to ensure the implementation of the strategic plan.

​BUSINESS ACTIVITIES

Marie Brizard Wine & Spirits is an established player mainly operating in the international alcoholic beverage and soft drinks market. The Group markets and distributes wine and spirits, primarily in France, the United States and Europe.

The Group's business activities are divided between the two Clusters mentioned above.

The business activities are as follows:

• "Brand business": wine and spirits production and/or marketing operations, by Group subsidiaries. The sub-group comprising Marie Brizard Wine & Spirits France and its subsidiaries focuses on the production and marketing of products primarily under the William Peel, Marie Brizard, Sobieski, Cognac Gautier and San José brands. The Group also owns the Sobieski vodka brand which it distributes in France and the United States; and

• "Other business": these activities are grouped together under the name of "Industrial Services". They constitute a segment of the Group's business that includes industrial bottling subcontracting contracts for third-party brand owners, private labels, bulk and semi-finished product sales, miscellaneous sales, and so on, which allow the Group's subsidiaries to optimise their performance and profitability.

‌ ​MAIN BRAND MARKETS AND OPERATIONS

Following its financial restructuring in 2019 and 2020, the Group has been divided into two Clusters since 1 January 2021: France and International, under the overall management ofthe holding company MBWS SA.

Since then, the Group has focused on establishing the conditions for profitable development of its brand portfolio and markets (subsidiaries and sales networks, direct export). In the wake of the health crisis and the subsequent disruption to markets and upstream industrial chains, supply shortages and drastic inflation in 2022 that continued into 2023, the Group adopted a rigorous and proactive approach to negotiations and commercial transactions with all its customers in 2024. The objectives were as follows:

• strike a balance between the necessary revision of portfolio brand prices in order to offset increases in certain raw material costs and making allowance for the gradual stabilisation of inflation during 2024;

• maintain the value growth approach while pursuing business development wherever the brands allow (notably in France, the United States, Lithuania, Bulgaria and key export markets).

The business environment remained turbulent in 2024 as the spirits market returned to normal while macroeconomic factors curbed consumer demand in all markets. As expected, this led to market contraction in terms of both volume and value, marked by contrasting and rather unpredictable impacts that generated different business trends across the Group's operating countries and in brand performance.

These factors and the downward sector trend observed in 2024 set the tone for the Group's press releases on business performance and its short and medium-term outlook in view of the operational and geo-strategic risks.

In this context, the Group remains vigilant and continues to focus on its strategic development priorities, in particular innovation, while remaining attentive to the elasticity of consumer demand in the design of its commercial offer. The

Group is focusing on prioritising development initiatives in its operating regions and its "Route to Market" by remaining flexible, adaptable and resilient in order to take into account and mitigate the rapid changes in the international environment and the wine and spirits sector in particular.

2025 opens as a year of transition for the Group against a backdrop of continued slowdown in the wine and spirits markets coupled with limited, volatile commercial visibility. The sector is also threatened by the risks of further tariff hikes.

In addition, as mentioned above, the Group foresees a material adverse impact from inflation in the cost price of matured spirits - particularly for Scotch whisky and cognac -distilled during the period of high inflation. This increase could weigh heavily on the economic performance of the France Cluster.

Faced with these challenges, the Group is working hard to mitigate these impacts by implementing an appropriate pricing policy and ramping up its productivity drive on production costs. The Group also remains focused on its strategic development pillars, namely investment, innovation and sustainable transition, while remaining vigilant in adapting its range to the elasticity of consumer demand.

The Group is also actively pursuing the identification of growth opportunities, both organic and external, by galvanising initiatives within its two clusters with a view to long-term development.

It remains fully committed to streamlining its operating model and controlling its cost base while continuing to implement the profitable synergies identified alongside COFEPP, thereby continuing to strengthen the Group's overall profitability. The Marie Brizard Wine & Spirits Group is adopting a clear positioning with a view to controlled growth and market development, particularly in its international markets and product categories.

Main brand markets and operations

‌Two Clusters and several key development regions

FRANCE Cluster: business activity globally resilient in 2024 - Improvement in overall profitability

Amid the ongoing slowdown in the spirits market, the France subsidiary recorded a slight improvement in sales in 2024. This includes the positive impact of the incremental growth generated by the new premium bourbon whiskey Agent Brands added to the portfolio in 2024.

Across both distribution channels, all International Strategic Brands reported sales growth except William Peel, in line with market trends for under-12-year blended whisky in the off-trade segment.

For 2024 as a whole, sales in the major retailer segment were down slightly, despite the positive residual impact of price increases implemented in 2023 and the first quarter of 2024. The

San José and Marie Brizard Strategic Brands gained market share, driven by strong sales momentum and the addition of new flavour varieties to the Marie Brizard range.

In the on-trade circuit, France Cluster sales proved resilient to the market decline, benefiting from the integration of new Agent Brands throughout the year.

Accordingly, the Group's strategy of focusing on value without neglecting the volume and market share approach remains a key driver of its sales and development initiatives.

The preservation of brand listings and the permanent availability of the product offer to customers remain key issues of our sales policy.

INTERNATIONAL Cluster: pursuit of market development strategy by building on existing distribution networks for MBWS portfolio brands and distributed Agent Brands

International Cluster sales were down versus 2023, marked by disparities between regions and entities. This decrease was mainly due to the Industrial Services business, which was affected by the fall in its unit prices following the end of the inflation wave. In addition, sales were curbed by the inventory rundown policy pursued by certain distributors in Europe and North America.

EUROPE, MIDDLE EAST AND AFRICA: maintenance of value strategy and development of our subsidiaries' neighbouring markets

Sales slowed in Europe, particularly in Spain and Bulgaria and to a lesser extent in Lithuania, due to the fall in Industrial Services unit prices after the end of the inflation wave. Good performances were recorded in Africa and the Middle East.

• Lithuania sales were down, particularly in the export market. This reflects the significant decline in Industrial Services, where bulk unit sales prices are correlated with the decline in grain prices.

• In Bulgaria, the domestic market remained solid, with a fine performance from International Strategic Brands and Flagship Regional Brands (wine). However, the Industrial Services subcontracting activity continued to decline.

• In Spain, sales throughout the year were impacted by the distributor's inventory rundown policy and customer delistings. Industrial Services revenues were also down due to lower unit prices after the end of the inflation wave.

• Other export markets also declined, particularly the UK market and Benelux towards the end of the year. However, the Marie Brizard, Sobieski and William Peel Strategic Brands performed well in Italy, Germany, Africa and the Middle East.

AMERICAS: relaunch of Group brands under the current partnership in the United States; expansion of local brands' geographical footprint

In the United States, the trend for the year as a whole was characterised by a limited decline in sales, mainly due to a sharp fall in Marie Brizard brand shipments, which was only partly offset by the growth in Sobieski brand sales in a market where competition remained intense and distributors reduced their stocks.

In Brazil, the full-year trend was positive in 2024, driven by continued growth in certain Agent Brands and despite sluggish growth in sales of Flagship Regional Brands.

The Americas export region recorded a significant increase in sales in 2024, mainly thanks to Canada where sales were largely driven by Cognac Gautier and brandy.

ASIA PACIFIC: search for targeted profitable growth opportunities

Business in this region remained modest, down over the full year despite a better second half.

‌ ​Our 5 strategic brands

MARIE BRIZARD

Founded in 1755 in Bordeaux, with boldness and innovation in mind, MARIE BRIZARD is the oldest liqueur manufacturer in France.

MARIE BRIZARD often wins international awards for its unique expertise in liqueurs, dating back over 270 years. Renowned for its skilful blending, MARIE BRIZARD is now present in over 100 countries.

Further bolstered by its syrup expertise, MARIE BRIZARD has become a powerful brand capable of meeting all types of cocktail requirements, particularly the growing demand for low-alcohol and non-alcoholic beverages.

COGNAC GAUTIER

Located on the River Osme in Aigre, in the Charente region, Maison Gautier's history dates back over 350 years. Founded in 1755, COGNAC GAUTIER is one of the longest standing producers of cognac in the world.

The Gautier family and its descendants have been producing unique cognacs under the brand name for many generations. Thanks to a lengthy storage process in our cellars, Gautier cognacs benefit from the uniquely humid climate of the River Osme.

GAUTIER has been voted "Best Cognac" over ten times and Gautier cognacs have received multiple awards at the prestigious San Francisco World Spirits Competition for their exceptional quality.

The brand continues to expand in strategic markets such as the United States, the French overseas departments and territories, Canada and the duty free market, a major area of development where regular activation campaigns are organised to boost brand visibility (Middle East).

WILLIAM PEEL

WILLIAM PEEL is a blended Scotch whisky brand.

As a leading brand in France, both in its own segment and within the overall whisky market, William Peel is in the top 15 (in terms of revenues) French CPG references thanks to its two flagship formats, the 70 cl and one-litre bottles.

Founded in 1972, WILLIAM PEEL has become a go-to brand in France thanks to its affordability and fullness of flavour, making it highly popular among consumers.

SOBIESKI

SOBIESKI vodka is distilled in Poland and made from cereals, giving the beverage a unique, delicately balanced taste. Our vodka is a tribute to the Polish King John III Sobieski, also known as the "Lion of Lechistan" (meaning "Polish King" in Turkish).

SOBIESKI vodka is distilled following Polish ancestral tradition in the tallest distillation column in Poland. This distillation process guarantees the quality and purity of our vodka.

TEQUILA SAN JOSÉ

SAN JOSÉ, the undisputed leader in the Tequila category for several years in France.

Produced using Mexican blue agave plants and widely renowned for its sweetness and fruity notes, SAN JOSÉ tequila is made following a traditional method in the province of Jalisco, Mexico.

It offers an opportunity to discover the festive and convivial ambiance that has characterised Mexico for decades.

Major contracts

‌PROPERTY, WAREHOUSES AND INDUSTRIAL

PLANT

The Group owns most of its industrial property assets.

The Group currently has seven active industrial facilities used for distilling, rectification, ageing, blending, packaging and bottling operations. These operating assets and their ongoing improvement are of considerable strategic importance for the Group. They represented a total gross amount of €113.4 million at 31 December 2024, recognised under property, plant and equipment (vs €107.6 million at 31 December 2023) across the entire Group.

The Group's main facilities are currently as follows:

• Facilities in Lithuania at Obeliai (alcohol distillation and rectification) and Vilnius (bottling and packaging of vodkas and other spirits);

• The two French facilities carry out blending, packaging and bottling of spirits (Lormont and Aigre);

• One facility in Spain (Zizurkil) for plant distillation and bottling of syrups and spirits;

• Stara Zagora in Bulgaria, where the Group owns a number of vineyards. The facility takes care of the production, ageing and bottling of wines;

• ‌The Jundiai facility, near São Paulo, Brazil, carries out plant distillation and bottling of spirits.

Most quality systems at Group plants are ISO certified. The risk of pollution or fire is subject to audits and prevention plans that are formally defined with the relevant government departments. The Group's owned plants are subject to a regular investment plan aimed at upgrading production facilities and maintaining compliance with changing environmental, health and safety standards. The Group implements a responsible environmental policy in each country where it has production facilities.

More specifically, the modernisation of production and computer equipment has been identified as a strategic issue. Accordingly, between 2022 and 2024 major investments totalling nearly €20 million were carried out, focusing on:

• increasing productivity and production capacity at a number of industrial plants (mainly in Lithuania, France, Spain and Bulgaria);

• improving production quality and ensuring the compliance of specific equipment with environmental, safety and other standards;

• the gradual roll-out of the Group ERP in various MBWS subsidiaries, in the implementation phase at the end of 2024 among the Lithuanian subsidiaries.

​MAJOR CONTRACTS

Going concern 22

Parent company income statement 22

Parent company balance sheet 22

Non-tax deductible expenses 23

Trade receivables and payables ageing schedule 23

Material events and amendments to the Articles of

Association during the year 23

Material events and amendments to the Articles of

Association that have occurred since financial year-end 24

Change in investments and controlling interests 24

Dividends 24

Five-year financial highlights 24

SHAREHOLDER STRUCTURE AND TRANSACTIONS IN SECURITIES 37

1. Shareholder structure 37

2. Potential share capital 37

3. Employee shareholding 37

4. Share buyback programme 37

5. Share price movements 38

CONSOLIDATED FINANCIAL STATEMENTS

‌ FOR THE 2024 FINANCIAL YEAR

1. ​Going concern

   ‌The MBWS Group consolidated financial statements have been prepared in accordance with the going concern principle, in view of the known situation as at the reporting date, as explained in Note 1.3 to the 2024 consolidated financial statements (Chapter 4 of this Universal Registration Document).

2. ​2024 consolidated income statement

   The parent company and consolidated financial statements for the year ended 31 December 2024 have been prepared in accordance with the presentation rules and valuation methods provided for by the regulations in force.

   The presentation rules and valuation methods used are set out in Note 1 to the consolidated financial statements and Note 2 to the parent company financial statements of Marie Brizard Wine & Spirits SA.

   Summary 2024 consolidated income statement

   (€m)	2024	2023 Change 2024/2023
   Revenues	233.9	236.0 -0.9%
   Revenues excluding excise duties	188.4	194.2 -3.0%
   Gross margin	73.6	70.7 4%
   Gross margin ratio	39.1%	36.4%
   EBITDA	15.2	13.3 13.8%
   EBITDA margin	8.1%	6.9%
   Operating profit	9.6	10.3 -6.9%
   Cost of debt	1.4	0.5 159.9%
   Net financial income/(expense)	1.7	0.7 152.3%
   NET PROFIT, GROUP SHARE	9.6	8.7 10.5%

   The Group uses revenues, gross margin and EBITDA as its main performance indicators, as defined in Note 1.30 to the 2024 consolidated financial statements (Chapter 4 of this Universal Registration Document).

   Revenues for the 2024 financial year, excluding excise duties, amounted to €188.4 million, down 2.8% from 2023.

   The 2024 gross margin ratio was 39.1%, up 2.7 percentage points from 36.4% in 2023. This improvement reflects the Group's ability to increase profitability amid stabilising inflation and input costs, after a period marked by soaring raw material and energy costs and compared to lower pre-crisis cost levels that have yet to be retrieved. The Group succeeded in adapting its sales and pricing policies to maintain the favourable gross margin trend and return to the 2022 level.

   2024 EBITDA amounted to €15.2 million, up from €13.3 million the previous year, which generated an improvement in the EBITDA margin to 8.1% of revenues excluding excise duties.

   Net non-recurring operating income for 2024 amounted to

   €0.6 million, compared to €2.2 million in 2023. Note that in 2024 an impairment charge of €0.9 million was recorded against the Marie Brizard trademark following impairment testing. In 2023, provisions recorded against other assets after previous impairment testing were reversed.

   The Group posted net financial income of €1.7 million for 2024, up €1 million versus 2023. The improvement is due to the increase in income from cash investments due to larger amounts of cash being invested while interest rates remained fairly high throughout 2024.

   Net profit, Group share for 2024 amounted to €9.6 million, up from €8.7 million in 2023.

   Analysis of revenues by region(3)

   Net revenues (€m)	2023	LFL change	Currency impact	2024	LFL change (excl. currency Change (incl. impact) currency impact)
   FRANCE Cluster	83.3	0.6	-	83.9	0.7%	0.7%
   INTERNATIONAL Cluster	110.9	(6.1)	(0.3)	104.5	-5.5%	-5.8%
   TOTAL MBWS	194.2	(5.5)	(0.3)	188.4	-2.8%	-3%

   2

Changes in revenues and EBITDA are stated at constant exchange rates in the following analysis, unless otherwise specified. Figures at constant exchange rates are calculated by applying the previous year's exchange rates to the year ended.

‌ ​2024 consolidated balance sheet

‌ ​Innovation

‌ ​Outlook

The Group continues to create the conditions for profitable and sustainable development of its business portfolio and for strengthening its presence in key markets, leveraging its subsidiaries, commercial networks and direct exports.

The Group is thereby demonstrating its ability to gain market share on its mainstream brands by combining targeted initiatives, agile commercial execution and rigorous cost management.

2025 opens as a year of transition for the Group against a backdrop of continued slowdown in the wine and spirits markets coupled with limited, volatile commercial visibility. The sector is also threatened by the risks of further tariff hikes.

‌In addition, as mentioned above, the Group foresees a material adverse impact from inflation in the cost price of matured spirits - particularly for Scotch whisky and cognac -distilled during the period of high inflation. This increase could weigh heavily on the economic performance of the France Cluster.

Faced with these challenges, the Group is working hard to mitigate these impacts by implementing an appropriate pricing policy and ramping up its productivity drive on production costs. The Group also remains focused on its strategic development pillars, namely investment, innovation and sustainable transition, while remaining vigilant in adapting its range to the elasticity of consumer demand.

1. ​Sustainability information

   All information on sustainability is provided in a dedicated chapter, Chapter 3.

‌PARENT COMPANY FINANCIAL STATEMENTS

‌ FOR THE 2024 FINANCIAL YEAR

1. ​Going concern

   ‌The MBWS SA financial statements were prepared in accordance with the going concern principle, in view of the known situation as at the reporting date, as explained in Section 2.1.1 of this chapter.

2. ​Parent company income statement

   (€000)	2024	2023	Change 2024/2023
   Revenues excluding excise duties	2,659	2,673	-0.5%
   Operating profit/(loss)	(5,749)	(6,922)	17.0%
   Net financial income/(expense)	3,891	3,968	-1.9%
   Underlying profit/(loss) before tax	(1,858)	(2,954)	37.1%
   Net non-recurring income/(expense)	1,510	330	357.1%
   Profit/(loss) before tax	(348)	(2,624)	86.7%
   Income tax	1,816	1,422	27.7%
   NET PROFIT/(LOSS)	1,468	(1,202)	222.1%

   The Company posted an operating loss of €5.7 million, mainly consisting of external charges and personnel expense.

   Net financial income came to just under €3.9 million, while net non-recurring income amounted to €1.5 million.

   Recognition of tax paid by subsidiaries belonging to the tax group allowed the Company to post tax income of €2.4 million. The Group tax charge amounted to €0.6 million.

   The Company posted a 2024 profit of €1.5 million.

   ‌At the next General Meeting, the shareholders will be asked to approve the following appropriation of the profit for the period amounting to €1.5 million:

   • allocation of €0.1 million to the statutory reserve, thereby increasing the balance of this account from €4.2 million to

     €4.3 million;

   • allocation of €1.4 million to retained earnings, thereby reducing the retained losses balance of this account from

     €53.1 million to €51.7 million.

     Following this appropriation, the Company's shareholders' equity will amount to €183.4 million.

3. ​Parent company balance sheet

   (€000)	31/12/2024	31/12/2023
   Net intangible assets	1,372	2,479
   Net property, plant and equipment	71	48
   Net financial assets	121,918	121,936
   Non-current assets	123,360	124,462
   Inventory and work-in-progress
   Trade receivables	89,369	81,518
   Current assets	89,369	81,518
   Unrealised foreign exchange losses	71	144
   TOTAL ASSETS	212,801	206,125

   (€000)	31/12/2024	31/12/2023
   Total shareholders' equity	183,381	181,913
   Provisions for contingencies and charges	2,497	2,883
   Borrowings	3	3
   Other payables	26,650	21,162
   Loans and borrowings	26,653	21,165
   Unrealised foreign exchange gains	269	164
   TOTAL EQUITY AND LIABILITIES	212,801	206,125

   Non-current assets mainly consist of securities held in MBWS France and other Group subsidiaries and loans granted to Group companies.

   Net assets amounted to €183.4 million, up €1.5 million over 2023. Borrowings are almost nil.

   Parent company financial statements for the 2024 financial year

4. ‌ ​Non-tax deductible expenses

   2

1. ​Trade receivables and payables ageing schedule

   Trade payables ageing schedule

   (€000)	Balance at 31 December	Not due	< 60 days overdue	> 60 days overdue
   2024	629	622		7
   2023	1,389	1,393		-4

   Trade receivables ageing schedule

   (€000)	Balance at 31 December	Not due	< 60 days overdue	> 60 days overdue
   2024	469	309	6	154
   ‌2023	424	257	13	154

2. Material events and amendments to the Articles of Association during the year

   Downsizing of the Board of Directors in line with the Company's organisational structure and goals

   On 13 February 2024, the Board of Directors duly noted the resignation of Pascale Anquetil and Serge Héringer from their positions as Director.

   In order to ensure the efficiency of the Board's work, tailor its size to the Company's organisational structure and better reflect the new contours of the Company, the Board of

   Directors decided that these positions would be eliminated. The Company's Board of Directors now consists of ten members, including two independent directors.

   This change is also aimed at strengthening the Group's ability to achieve its strategic objectives with agility and efficiency.

   Threshold crossing disclosure by the shareholder concert ("the Concert")

   On 21 February 2024, the Concert that entered into a shareholder agreement on 19 December 2023 notified MBWS that it had crossed the threshold of 5% of the Company's voting rights on 20 February. At the date of this threshold crossing, the Concert held 6.19% of the share capital and 5.01% of the voting rights.

   On 28 March 2024, the Concert notified MBWS that two new shareholders had joined the agreement and had accordingly crossed the thresholds of 2.5% and 5% of MBWS's share capital and voting rights on 25 March. As a result, on 27 March the Concert held 7.15% of the share capital and 5.79% of the voting rights.

   On 23 April 2024, the Concert notified MBWS that on 19 April it had exceeded the threshold of 7.5% of the share capital of MBWS. As a result, on 22 April the Concert held 7.73% of the share capital and 6.26% of the voting rights. On 24 May 2024, the Concert notified MBWS that on 23 May it had exceeded the threshold of 7.5% of the voting rights of MBWS. As a result, on 24 May the Concert held 9.28% of the share capital and 7.51% of the voting rights.

   On 26 November 2024, the Concert notified MBWS that on 20 November it had exceeded the threshold of 10% of the voting rights of MBWS. As a result, on 22 November the Concert held 10.10% of the share capital and 8.18% of the voting rights.

   Summons on MBWS SA - management appraisal

   ‌Following the submission of written questions to the Company's General Meeting of 27 June 2024 regarding contractual relations with related parties, a group of minority shareholders claiming to act in concert within the meaning of Article L. 233-10 of the French Commercial Code sent the Company a letter setting out additional questions and stating that, in the absence of satisfactory answers from their point of view, they reserved the right to petition the Presiding Judge of the Commercial Court to appoint an expert management appraiser within the meaning of Article L. 225-231 of the French Commercial Code.

   The Company replied to the questions point by point.

   On 28 November 2024, some of the shareholders party to the aforementioned concerted action summoned the Company to summary proceedings before the Presiding Judge of the Créteil Commercial Court seeking the appointment of such an expert management appraiser to identify, understand and analyse the agreements entered into between the MBWS Group and the COFEPP Group.

   Proceedings are still pending. The Company considers the claim unfounded and is confident in its ability to defend itself.

   To date, the Company has no further information to disclose concerning these proceedings.

3. Material events and amendments to the Articles of Association that

   have occurred since financial year-end

   ‌There is no particular event that has occurred since the end of financial 2024 such as to require specific communication.

4. ​Change in investments and controlling interests

   ‌No change in 2024.

5. ​Dividends

   ‌The Company has not paid any dividends in respect of the last three financial years.

6. ​Five-year financial highlights

   Item (in euros except for headcount)	2020	2021	2022	2023	2024
   I. Financial position at year-end
   Share capital	62,578,382	156,729,301	156,785,748	156,785,752	156,785,752
   Number of shares outstanding	44,698,844	111,949,501	111,989,820	111,989,823	111,989,823
   II. Comprehensive income from continuing operations
   Revenues excluding tax	7,716,959	3,165,877	2,610,132	2,673,130	2,659,125
   Profit/(loss) before tax, depreciation, amortisation and	(140,878,003)	(10,296,497)	(30,533,455)	(898,793)	(4,570,061)
   provisions
   Income tax	3,980,967	(3,343,427)	761,838	(1,421,977)	(1,815,641)
   Profit/(loss) after tax, depreciation, amortisation and	(34,635,411)	(7,633,300)	(6,855,514)	(1,201,962)	1,467,945
   provisions
   Amount of profit paid out
   III. Earnings per share
   Profit/(loss) after tax and before depreciation, amortisation	(3.24)	(0.06)	(0.28)	(0.00)	(0.02)
   and provisions
   Profit/(loss) after tax, depreciation, amortisation and	(0.77)	(0.07)	(0.06)	(0.01)	0.01
   provisions
   Dividend per share
   IV. Staff
   Headcount	30	24	17	14	14
   Payroll expense	3,953,001	4,079,783	3,009,624	2,047,993	1,875,278
   AMOUNTS PAID FOR EMPLOYEE BENEFITS (SOCIAL	2,154,037	1,522,234	1,051,610	925,322	891,134
   SECURITY, SOCIAL WELFARE ORGANISATIONS, ETC.)

‌ ​RISK FACTORS

Pursuant to the regulations, only material risks specific to the Company are presented in this section. At the date of this Universal Registration Document, the risks set out below are those identified by the Company as liable to have a material impact on its business, image, financial position, earnings and ability to achieve its targets.

The risk-mapping process was carried out by Internal Audit in late 2019. First, the department conducted a survey of risk factors by holding interviews with the main Group managers, followed by a review phase with senior management. This process was supplemented in 2024 by an update to the risk factors.

At the date of the filing of this document, 11 risk factors were considered to be specific, material, probable and liable to have an adverse impact on the Group.

​Geopolitical risks

Risk related to geopolitical instability in certain countries or regions

The global development of the wine and spirits market as a whole may be strongly affected by any significant change in the political, macroeconomic or financial situation of a country and/or region.

In certain markets, the Company is adversely exposed in terms of its production and distribution operations. These geopolitical risks, which may arise suddenly, could have a material adverse effect on:

• the markets in which our subsidiaries operate;

• the business activity of our commercial partners (suppliers and customers);

  • consumer behaviour;

  • our raw material supplies;

  • the overall performance of the MBWS Group.

    The Russia-Ukraine armed conflict which broke out in late February 2022 continues to have a significant impact on the MBWS Group's business.

    The increase in customs duties in several countries may also have a marginal impact on our business, given the low level of current exposure.

    Conflicts and the increase in customs duties may temporarily affect our ability to meet market demand.

    This is mainly due to the following:

    • When the conflict broke out, economic activity came to a halt due to international sanctions and fighting;

    • External, logistical and manufacturing tensions caused a surge in raw material and energy prices (particularly in the second half of 2022), difficulties regarding the supply and availability of certain components (notably glassware) and supply of finished products;

    • The tensions linked to the increase in customs duties will undoubtedly have an impact on business over the coming months.

      At the date of publication of this document, these effects have:

    • been felt in some of the geographical markets in which the Group operates, in particular those of the two current warring parties and their immediate neighbours;

    • impacted supplies from certain categories of suppliers and the actual availability of certain products to our customers, against a backdrop of intense inflationary pressure.

    ‌If this conflict were to continue, these strong effects could last into 2025. Marie Brizard Wine & Spirits is closely tracking developments in the conflict, the absolute priority being the health and safety of its employees, partners and assets and the

    continuity of its business. At present, no Group entity is located in the conflict zone and under threat of combat.

    In addition, Marie Brizard Wine & Spirits is closely monitoring the increase in customs duties in the countries in which the Group operates. The initial effects are expected to be felt in 2025.

    RISK MANAGEMENT MEASURES

    In order to provide an appropriate response to geopolitical risks, the Company has set up a crisis unit within the Executive Committee. This unit meets on an ad hoc basis to ensure that the required decisions regarding management of the areas and operations concerned are taken. The definition of additional measures and their implementation timetable will depend on developments in each geopolitical risk.

    All of the Company's stakeholders remain fully mobilised to:

  • continue to monitor the impact of current conflicts on business at each Group entity;

  • identify and target alternative supply and possibly production solutions;

  • identify and target other geographical areas of growth for short and medium-term support.

​Business-related risks

Risk of dependence on specific brands

MBWS retains a broad portfolio of brands, including the five brands WILLIAM PEEL, MARIE BRIZARD, SOBIESKI, SAN JOSÉ and COGNAC GAUTIER.

These five brands represent approximately 60.7% of the Group's 2024 consolidated revenues.

Our companies' business performance is primarily driven by sales of these five brands. Underperformance by one of these brands in any of our markets could have a major impact on Group earnings. This risk is tempered by the historical ownership of strong local brands, which are also distributed locally, especially for the subsidiaries in Bulgaria, Brazil and to a lesser extent Lithuania.

• Implementation of distribution agreements for Sazerac Group brands by MBWS subsidiaries in certain countries (including France) will enable the MBWS Group to broaden the portfolio of brands distributed;

• A commercial strategy of negotiation and execution based on increasing the value margin in a category of products previously based on a volume approach;

• Recuperation of distribution operations for some of the main shareholder's brands in certain territories covered by the Group (e.g. Brazil, Lithuania, Bulgaria and Denmark) to diversify the brand portfolio distributed by the Group's subsidiaries.

  In financial year 2024, the Company continued to:

• deploy some brands on markets currently underserved or not served at all by the Group;

• implement distribution agreements for third-party brands (known as agent brands), for example in France for certain Sazerac Group brands;

• brainstorm regarding innovation and differentiation in order to encourage, over the medium term, the development of new products that conform to the latest trends and consumer expectations;

• develop the Industrial Services offering;

• develop the Flagship Local Brands offering.

  Risk of dependence on specific customers

  DESCRIPTION OF THE RISK

  Depending on the region, the MBWS Group brings its products to market through various channels:

  • In France, the mass retail (supermarket) sector accounted for 91.30% of 2024 revenues;

  • In 2020, the signing of an exclusive distribution agreement for the domestic US market entails 100% dependence on 375 Park Avenue Spirits in this market;

  • In Spain, the change in route to market in May 2019 through the signing of an exclusive distribution agreement for the domestic and border market entails significant dependence on Bardinet España, a subsidiary of COFEPP.

    Commercial dependence and customer risk could:

  • restrict the bargaining power of Group companies and thus their room for manoeuvre when it comes to price strategy;

  • impact our ability to maintain a satisfactory margin, as the customer could ask for a reduction in sale prices or a contribution towards promotional campaigns;

  • expose the Group to significant losses if major customers default.

    It should be noted that these risks are significantly reduced where these distribution entities are part of the Group's shareholding structure.

    RISK MANAGEMENT MEASURES

    2

​Industrial risks

Risk related to the loss of a key asset (strategic inventory or major industrial facility)

The Marie Brizard Group has seven production facilities. These facilities mainly carry out the following processes:

• Ageing and blending of wines;

• Distillation;

• Bottling;

• Packaging.

  These facilities may need to store products over very long periods (e.g. cognac ageing in our Aigre cellars).

  At the date of this document, MBWS considers that the loss of one of its production facilities or of inventories considered strategic could have a material impact on its ability to meet customer expectations and on its overall financial performance.

  RISK MANAGEMENT MEASURES

  Health, safety, security and environmental issues (excluding IT) are overseen by a local coordinator at each MBWS facility. Their role is to coordinate local initiatives related to each area

  and challenge in order to implement preventive measures (equipment design and maintenance, training, operating procedures, etc.) and establish physical protection systems in compliance with regulations (fire, flood, spill retention, emergency procedures, etc.).

  In cooperation with the insurer (via our insurer's prevention engineers), local authorities (fire brigade, administrative departments, etc.) and the ISO, IFS and BRC certification bodies, MBWS facilities are audited and supervised each year, resulting in a risk assessment and appropriate risk prevention improvement plans.

  In addition, an investment programme allocates resources every year to ensure business continuity (management of equipment obsolescence, compliance with new regulations, etc.).

  Furthermore, back-up production solutions have been implemented for strategic brands William Peel and Sobieski in order to continue production in the event of an interruption to operations at an MBWS facility that produces these brands.

‌ ​Environmental risks