Marie Brizard Wine & Spirits SaEURONEXT: MBWS

2025 Universal Registration Document

· Issued by Marie Brizard Wine & Spirits Sa


CONTENTS

1 OVERVIEW OF MARIE BRIZARD

WINE & SPIRITS

5

6

BOARD OF DIRECTORS' REPORT

ON CORPORATE GOVERNANCE

171

1.1 Key dates and events in the history of Marie Brizard

6.1

Governance

172

Wine & Spirits

6

6.2

Board of Directors' report on corporate governance

172

1.2 Simplified organisational chart as at the date of this

6.3

Remuneration

191

document

6

6.4

Description of 2025 regulated agreements

201

1.3 Role of the various legal structures

7

6.5

Agreements entered into between a corporate officer

1.4 Business activities

7

or major shareholder and a subsidiary

201

1.5 Main brand markets and operations

8

6.6

Procedure applicable to unrestricted agreements

1.6 Property, warehouses and industrial plant

11

entered into in the ordinary course of business and on

1.7 Major contracts

11

arm's length terms

202

  1. 2025 MANAGEMENT REPORT 13

    1. Consolidated financial statements for the 2025

      financial year 14

    2. Parent company financial statements for the 2025

      financial year 22

    3. Risk factors 26

    4. Internal control and risk management procedures 34

    5. Shareholder structure and transactions in securities 38

  1. Other information 202

  2. Statutory Auditors' special report on regulated

    agreements 207

  3. Information on the Statutory Auditors 208

  1. GENERAL INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL 209
    1. General information on Marie Brizard Wine & Spirits

3 SUSTAINABILITY STATEMENT

41

7.2

SA

Memorandum and Articles of Association

210

211

3.1 General information [ESRS 2]

42

7.3

Breakdown of share capital and voting rights

218

3.2 Environmental information

61

7.4

Dividends

221

3.3 Employment information

80

7.5

Financial services

221

3.4 Information on business conduct [G1]

92

8

PERSON RESPONSIBLE FOR THE

98

UNIVERSAL REGISTRATION

103

DOCUMENT AND INFORMATION

POLICY

222

  1. Appendix B - List of data points required by other EU legislative frameworks [IRO-2]

  2. Independent third-party body report

  1. CONSOLIDATED FINANCIAL STATEMENTS 107
    1. Consolidated financial statements and notes for the

      2025 financial year 108

    2. Statutory Auditors' report on the 2025 consolidated

      financial statements 138

  2. PARENT COMPANY FINANCIAL STATEMENTS 143
    1. Parent company financial statements and notes for

      the 2025 financial year 144

    2. Statutory Auditors' report on the 2025 parent

company financial statements 166

  1. Person responsible for the Universal Registration

    Document 223

  2. Declaration by the person responsible for the

    Universal Registration Document 223

  3. Documents accessible to the public 223

  1. APPENDIX 1 224

    Cross-reference table with Annex I of the Prospectus Directive 224

  2. APPENDIX 2 229

Cross-reference table with the notes to the Annual

Financial Report 229



Marie Brizard Wine & Spirits

10-12 Avenue du Général de Gaulle 94220 Charenton-Le-Pont

Créteil Trade and Companies Register No. 380 695 213 Company with share capital of €156,785,752.20

2025 UNIVERSAL REGISTRATION DOCUMENT

&

ANNUAL FINANCIAL REPORT

The Universal Registration Document was filed on 30 April 2026 with the French Financial Markets Authority (AMF) in its capacity as the competent authority pursuant to Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of the Regulation.

The Universal Registration Document may be used for the purposes of an offer of financial securities to the public or for the admission of financial securities to trading on a regulated market, provided that it is accompanied by a securities note and, where applicable, a summary and all amendments to the Universal Registration Document. The set of documents thus formed has been approved by the AMF in accordance with Regulation (EU) 2017/ 1129.

In application of Article 19 of Regulation (EU) 2017/1129, the following documents are incorporated into this Universal Registration Document by reference:

  • the consolidated financial statements included in Section 4.1 of the 2023 Universal Registration Document, the Statutory Auditors' report on the consolidated financial statements included in Section 4.2 of the 2023 Universal Registration Document, the Statutory Auditors' special report on regulated agreements and commitments included in Section 6.8 of the 2023 Universal Registration Document, the report of the Chairman of the Board of Directors and the Statutory Auditors' report on the report of the Chairman of the Board of Directors included in Sections 6.1 and 6.2 of the Universal Registration Document filed on 30 April 2024 under number D.24-0378 (https://mbws.com/wp-content/uploads/2024/07/ MBWS_Universal_Registration_Document_2023_MEL-OPTI.pdf).

  • the consolidated financial statements set out in Section 4.1 of the 2024 Universal Registration Document, the Statutory Auditors' report on the consolidated financial statements set out in Section 4.2 of the 2024 Universal Registration Document, the Statutory Auditors' special report on regulated agreements and commitments set out in Section 6.8 of the 2024 Universal Registration Document, the report of the Chairman of the Board of Directors and the Statutory Auditors' report on the Chairman's report set out in Sections 6.1 and 6.2 of the Universal Registration Document, filed on 30 April 2025 under no. D. 25-0351 (link: https://mbws.com/wp-content/uploads/2025/07/ MBWS_Document_de_reference_2024_UK_DEF.pdf)

Copies of the Universal Registration Document may be obtained free of charge from Marie Brizard Wine & Spirits, 10-12 Avenue du Général de Gaulle, 94220 Charenton-Le-Pont, France, or downloaded from the AMF website (http://amf-france.org) or Company website (http://www.mbws.com).

THE MARIE BRIZARD WINE & SPIRITS GROUP



Marie Brizard Wine & Spirits (MBWS) is a French wine and spirits group mainly operating in Europe and the United States.

The brands

MBWS holds a large portfolio of brands, particularly developed in Europe and the United States:

No. 9 blended Scotch whisky brand worldwide(1), in 2025 WILLIAM PEEL conserved its leadership on the Scotch whisky market in France with a market share of 19% by volume(2). The brand continued its international expansion, with particular success in Poland and Lithuania.

SOBIESKI is a traditional Polish vodka made exclusively from cereals, which gives it excellent organoleptic properties. Besides holding its position as a major brand in the United States(1) amid challenging market conditions, Sobieski has also consolidated its No. 2 position on the French vodka market(2).

MARIE BRIZARD, the iconic liqueur and syrup brand created in 1755, continues to surf the trend towards cocktail drinking, capitalising on the interest shown by the bartender community as well as home consumers.

Nine times voted the "World's Best Cognac" due to its excellent organoleptic properties, COGNAC GAUTIER is another longstanding classic: created in 1755, the brand's goal is to rise to 10th place on the global cognac market.

With 48% market share by volume in supermarkets in 2025(2), SAN JOSÉ has been the undisputed leader in the tequila category in France for several years.

In addition to these global brands, MBWS boasts a rich portfolio of local brands as well as a major wine business in Bulgaria (Tcherga, Menada).

  1. IWSR 2024

  2. Nielsen 2025 market share by volume across all channels

    ‌1

    OVERVIEW OF MARIE BRIZARD WINE & SPIRITS

    1.1 KEY DATES AND EVENTS IN THE HISTORY

    1.5

    MAIN BRAND MARKETS AND OPERATIONS

    8

    OF MARIE BRIZARD WINE & SPIRITS

    6

    1.5.1

    Two Clusters and several key development regions

    9

    1.2 SIMPLIFIED ORGANISATIONAL CHART AS

    1.5.2

    Our 5 strategic brands

    10

    AT THE DATE OF THIS DOCUMENT

    6

    1.6

    PROPERTY, WAREHOUSES AND

    1.3 ROLE OF THE VARIOUS LEGAL

    INDUSTRIAL PLANT

    11

    STRUCTURES

    7

    1.7

    MAJOR CONTRACTS

    11

    1.4 BUSINESS ACTIVITIES

    7



    Key dates and events in the history of Marie Brizard Wine & Spirits

    1. ‌KEY DATES AND EVENTS IN THE HISTORY

      OF MARIE BRIZARD WINE & SPIRITS

      MARIE BRIZARD WINE AND SPIRITS (the Company) was

      founded on 8 February 1991 in Beaune, France. It experienced its first boom in the 1990s, when it was the first company to market upscale vodkas and developed an extensive distribution network, primarily in Poland.

      The Company was listed on the Paris Stock Exchange new market on 21 January 1997.

      The Company created Sobieski vodka in 1998.

      During the 2000s, the Company brought a number of new products to market and acquired production facilities so as to integrate and secure the entire value chain. Accordingly, it began marketing wines from Bulgaria in 2000, followed by the purchase of a vineyard and the first distilleries in Poland and Lithuania a few years later.

      The Company acquired Marie Brizard & Roger International in 2006. In addition to the range of products linked to the historic Marie Brizard brand, this acquisition enabled the Group to acquire the William Peel (Scotch whisky), Cognac Gautier and Moncigale wine brands.

      In 2008 the Company faced the initiation of safeguard proceedings, at the height of the downturn in the global economic environment. The safeguard plan was cancelled in 2011 and substituted by the opening of court-ordered rehabilitation proceedings in 2012. In 2013, the General Meeting of shareholders approved the rehabilitation plan including the proposed liability settlement solution.

      In 2010 and 2011 the Company continued to launch new products, such as Krupnik vodka in Poland and the Fruits and Wine flavoured wine-based beverages.

      At the General Meeting held on 30 June 2015, the Company's shareholders decided to adopt "Marie Brizard Wine & Spirits" as the new company name.

      On 1 March 2019, COFEPP subscribed to a €37.7 million reserved capital increase. In April 2019, a short-term warrant programme was launched and subscribed by shareholders in an amount of €20.7 million (including €15 million subscribed by COFEPP). As a result of these transactions, at said date COFEPP held 50.96% of the Company's share capital and had become the majority shareholder. 2020 marked the sale of the Polish businesses and the decision to sell Moncigale (wines business), which was subsequently sold on 16 February 2021. At 2 February 2021, following the rights issue for a total subscribed amount of €100.9 million (including €17.4 million in cash), COFEPP held 70.06% of the Company's share capital and 67.99% of the voting rights.

      Following COFEPP's acquisition of the entire stake held by one of the major shareholders on 3 August 2022, at 17 February 2025 COFEPP held 79.30% of MBWS SA's share capital and 80.65% of the voting rights.

      Other highlights of 2025 and subsequent major events are described in the following sections of this document.

    2. ‌SIMPLIFIED ORGANISATIONAL CHART AS AT

      THE DATE OF THIS DOCUMENT



      Business activities

      1

  1. ‌ 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.

  2. 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 subgroup 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.

  3. ‌ MAIN BRAND MARKETS AND OPERATIONS

    Since 1 January 2021, the Group has been organised into two Clusters: France and International, under the overall management of the 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, coupled with supply shortages and drastic inflation in 2022 that continued into 2023, the Group has adopted a rigorous and proactive approach to negotiations and commercial transactions with all its customers since 2024. The objectives were as follows:

    • hit the right balance in terms of the price adjustments required to maintain portfolio brand profitability, particularly in 2025 to offset high inflation in the cost of matured spirits;

    • 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 2025 financial year was marked by an unpredictable international environment that generally dampened the economy, as well as persistent tensions in the global wine and spirits market. The Group's performance in France was affected by tough trade negotiations with certain major retailers, as well as the de-listing of the William Peel brand by the retailers in question for almost the entire year. Internationally, many distributors significantly reduced their stock levels, in some cases drastically, and trade negotiations were tense. These developments were exacerbated by US import tariffs and loss of visibility leading to operational difficulties. The strong performance by Industrial Services only

    partly offset these adverse effects.

    As such, the business environment was mixed and fairly unpredictable throughout the year, leading to uneven performances across the Group's operating countries.

    In this context, the conservative measures introduced from the middle of the year to mitigate these risks and safeguard the Group's financial performance as far as possible helped to limit the effects of this overall decline in business.

    The Group consistently aims to work with its stakeholders on fair and sustainable commercial terms.

    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.

    The challenging and generally unfavourable macroeconomic trends affecting the spirits markets are set to continue in 2026. As such, the Group remains focused on its strategic priorities to:

    • foster the conditions for profitable and viable growth in its business portfolio and promote innovation initiatives against a backdrop of sustainable transition,

    • strengthen its presence in key markets by leveraging its sales networks, manufacturing facilities and the diversification of its product range across strategic business segments (particularly Industrial Services and the distribution of Agent Brands, two areas that are performing well and showing real growth potential),

    • ensure the overall resilience of its mainstream brands by combining targeted initiatives with agile commercial execution that adapts to consumer demand elasticity while maintaining rigorous cost management.

    Lastly, following its most recent acquisition of a distribution company in Denmark towards the end of 2025, the Group plans to continue to actively identify suitable and profitable growth opportunities, both organic and external, by mobilising initiatives within its two Clusters with a view to long-term development amid continuing consolidation in the wine and spirits market.

    Main brand markets and operations

    1

  1. ‌Two Clusters and several key development regions

    FRANCE Cluster: sales were impacted by the de-listing of a major portfolio brand for most of the year.

    Amid the persistent slowdown in the spirits market, the decline in the France subsidiary's revenues is mainly attributable to the William Peel brand, which suffered from de-listings by certain distributors and the resulting loss of market share. This was due to price increases implemented at the start of the year, but not accepted by certain major chains in the Off-Trade to offset high inflation in the cost of the matured spirit.

    An agreement was finally reached with the parties concerned towards the end of 2025.

    Both distribution channels saw a significant decline in sales of all International Strategic Brands except Marie Brizard, which benefited from the full-year effect of the innovations launched in 2024.

    In the on-trade channel, France Cluster sales performed well throughout the year, with strong growth towards year-end.

    The Group's strategy of boosting brand profitability while maintaining market share remains key to the sales and development initiatives pursued in the French market.

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

    INTERNATIONAL Cluster: continuation of the market development strategy by leveraging existing distribution channels for the MBWS portfolio brand; geographical expansion through the distribution of new Agency Brands and targeted acquisitions; search for new opportunities in Industrial Services.

    International Cluster business was down slightly compared with 2024, with mixed results across regions and entities. Sales slowed in the Europe, Americas and Export region, counterbalanced by strong growth in Industrial Services. Furthermore, in the international market, some distributors significantly or drastically reduced their stock levels and trade negotiations were tense.

    EUROPE, MIDDLE EAST AND AFRICA: strategic development of subsidiaries across various segments in neighbouring markets whilst optimising the value proposition

    Sales slowed in Western and Eastern Europe, particularly in Lithuania, Bulgaria and Denmark, although the Industrial Services business in Spain recorded strong sales growth in 2025, despite significant inventory rundown by many distributors and persisting economic volatility (decline in consumption, etc.)

    There was a notable downturn in direct exports across all markets, the main exceptions being Belgium's overseas departments and territories, Morocco and Poland. This decline was only partly offset by the upswing in the Industrial Services business.

    AMERICAS: prioritisation of the Group's brands under the current partnership in the United States; expansion of local brands' geographical footprint and growth in Industrial

    Services.

    In the United States, sales fell significantly in 2025, particularly for the Sobieski brand, reflecting a longer-term inventory rundown by the distributor not fully offset by the strong growth posted by Marie Brizard. In the United States, the fourth quarter increase in sales driven by the Sobieski and Marie Brizard brands reflects a longer period of inventory rundowns by distributors.

    In Brazil, falling sales affected both international and local brands, as well as Agency Brands, against a backdrop of declining purchasing power, health crisis, high household debt and inventory rundown driven by changes to tax regulations at the end of the year.

    ASIA PACIFIC: search for targeted profitable growth opportunities

    Business in this region remains modest and has declined significantly due to inventory rundown by local importers and a change in distributors.

  2. ‌ Our 5 strategic brands

    MARIE BRIZARD



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

    In 2025 the brand unveiled its new slogan, "French Expertise since 1755", symbolising its heritage, high standards and excellence in liqueur production. For 270 years, the company has cultivated a unique art of blending, combining creativity, rigorous selection of ingredients and mastery of recipes, regularly recognised at international competitions.

    Boasting sales in over 100 countries, MARIE BRIZARD brings its expertise in liqueurs and syrups to every type of cocktail, from timeless classics to trending novelties like Spritz, while also meeting the growing demand for low-alcohol and alcohol-free options.

    COGNAC GAUTIER



    Located on the River Osme in Aigre, in the Charente region, Maison Gautier's history dates back over 270 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 unique humid climate surrounding the River Osme.

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

    The brand continues to expand in strategic markets such as the United States, the French overseas departments and territories and Canada, a major area of development, while organising regular activation campaigns to boost brand visibility (United Arab Emirates).

    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 ranked among the top 15 (in terms of revenues) French CPG references in 2025 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 Poland"

    SOBIESKI vodka is distilled according to ancestral Polish tradition in the country's tallest distillation column. This distillation process guarantees the quality and purity of our vodka.

    Leveraging this expertise, the brand has expanded its range by developing flavoured variants tailored to different markets: a 35% range for the United States, as well as 18% liqueur-based recipes for France and Germany.

    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 according to 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

    1

  1. ‌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 €120.7 million at 31 December 2025, recognised under property, plant and equipment (vs €113.4 million at 31 December 2024) 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.

    ‌Each of these facilities may be required to provide industrial services.

    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;

    • gradual deployment of the Group ERP system in various MBWS subsidiaries, in the implementation phase at the end of 2025 at one of the Lithuanian subsidiaries.

  2. MAJOR CONTRACTS

All of the contracts entered into by the Group relate to day-to-day management.



‌2

2025 MANAGEMENT

REPORT

2.1 CONSOLIDATED FINANCIAL STATEMENTS

2.3

2.3.1

2.3.2

2.3.3

2.3.4

2.3.5

2.3.6

2.3.7

2.4

2.5

2.5.1

2.5.2

2.5.3

2.5.4

2.5.5

RISK FACTORS

Geopolitical risks Business-related risks Operational risks Industrial risks Environmental risks Legal and regulatory risks Insurance and risk coverage

INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

SHAREHOLDER STRUCTURE AND TRANSACTIONS IN SECURITIES

Shareholder structure Potential share capital Employee shareholding Share buyback programme Share price movements

26

27

28

31

32

32

33

33

34

38

38

38

38

39

39

FOR THE 2025 FINANCIAL YEAR

14

2.1.1 Going concern

14

2.1.2 2025 consolidated income statement

14

2.1.3 2025 consolidated balance sheet

17

2.1.4 Innovation

19

2.1.5 Outlook

21

2.1.6 Sustainability information

21

2.2 PARENT COMPANY FINANCIAL STATEMENTS FOR THE 2025 FINANCIAL YEAR

22

2.2.1 Going concern

22

2.2.2 Parent company income statement

22

2.2.3 Parent company balance sheet

23

2.2.4 Non-tax deductible expenses

23

2.2.5 Trade receivables and payables ageing schedule

24

2.2.6 Material events and amendments to the Articles of

Association during the year

24

2.2.7 Material events and amendments to the Articles of

Association that have occurred since financial year-end

25

2.2.8 Change in investments and controlling interests

25

2.2.9 Dividends

25

2.2.10 Five-year financial highlights

25



‌The Group Management Report prepared by the Board of Directors of Marie Brizard Wine & Spirits for the 2025 financial year is included below.

  1. CONSOLIDATED FINANCIAL STATEMENTS

    ‌ FOR THE 2025 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 2025 consolidated financial statements (Chapter 4 of this Universal Registration Document).

    2. 2025 consolidated income statement

      The parent company and consolidated financial statements for the year ended 31 December 2025 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 2025 consolidated income statement

      (€m)

      31/12/2025

      31/12/2024

      Change 2025/2024

      Revenues

      217.0

      233.9

      -7.2%

      Revenues excluding excise duties

      172.0

      188.4

      -8.7%

      Gross margin

      66.9

      73.6

      -9.1%

      Gross margin ratio

      38.9%

      39.1%

      -0.2 pp

      EBITDA

      13.6

      15.2

      -10.5%

      EBITDA margin

      7.9%

      8.1%

      -0.2 pp

      Operating profit

      6.8

      9.6

      -29.2%

      Cost of debt

      0.8

      1.4

      -42.9%

      Net financial income/(expense)

      2.8

      1.7

      64.7%

      NET PROFIT, GROUP SHARE

      9.1

      9.6

      -5.2%

      The Group uses revenues, gross margin and EBITDA as its main performance indicators, as defined in Note 1.30 to the 2025 consolidated financial statements (Chapter 4 of this Universal Registration Document).

      Revenues for the 2025 financial year, excluding excise duties, amounted to €172.0 million, down 8.7% from 2024.

      The gross margin ratio for 2025 was 38.9%, down

      0.2 percentage points versus the previous year (39.1% in 2024), mainly due to:

      • a mix of activities with a greater relative weight and a strong increase in 2025 in the Industrial Services activity, showing a lower gross margin contribution as a % of revenue compared to other business segments, but nevertheless an improvement compared to 2024.

      • coupled with a brand mix in which the decline in sales of the main International Strategic Brands in 2025 was not fully offset by the strong momentum in sales of Marie Brizard brand innovations.

      Also worth noting is the adverse impact of significant inflation in the production cost of matured spirits, which had a dilutive

      effect on the Group's margin, exacerbated by the tariff hikes implemented by the United States which could not always be passed on downstream.

      2025 EBITDA amounted to €13.6 million, down from

      €15.2 million the previous year, with the EBITDA margin stabilising at 7.9% of revenues excluding excise duties.

      The Group posted a net non-recurring operating expense of

      €0.9 million for 2025, compared with €0.7 million income in 2024. The changes are mainly due to reversals of impairment losses on intangible assets and provisions in 2024, and, for 2025, non-recurring expenses relating to asset restructuring and a tax audit provision.

      Net financial income for 2025 came to €2.8 million, up

      €1.1 million from 2024 due to reversals of previous financial impairment losses, despite lower income from cash and cash equivalents compared with 2024 due to the overall fall in interest rates during 2025.

      Net profit, Group share for 2025 amounted to €9.1 million, down from €9.6 million in 2024.

      Analysis of revenues by region(3)

      Net revenues

      (€m)

      31/12/2024

      LFL change

      Currency and scope effects

      31/12/2025

      LFL change

      Reported change

      FRANCE Cluster

      83.9

      -14.8

      -

      69.1

      -17.6%

      -17.6%

      INTERNATIONAL Cluster

      104.5

      -1.4

      -0.2

      102.9

      -1.4%

      -1.5%

      TOTAL MBWS

      188.4

      -16.2

      -0.2

      172.0

      -8.6%

      -8.7%

      2

EBITDA

(€m)

31/12/2024

LFL change

Currency and scope effects

31/12/2025

LFL change

Reported change

FRANCE Cluster

10.8

-2.9

-

7.9

-27.0%

-27.0%

INTERNATIONAL Cluster

8.4

+1.5

-0.0

9.8

+17.4%

+17.1%

HOLDING COMPANY

(4.0)

-0.1

-

(4.1)

-1.9%

-1.9%

TOTAL MBWS

15.2

-1.5

-0.0

13.6

-10.1%

-10.3%

GROUP

In 2025, the Group generated sales of €172.0 million, down 8.6% on the prior year, excluding currency impact. 2025 was marked by a significant 17.6% decline in revenues for the France Cluster and a more moderate 1.4% decline for the International Cluster.

France Cluster EBITDA fell by €2.9 million in 2025, as a result of challenging annual trade negotiations with major Off-Trade chains and subsequent de-listings.

International Cluster EBITDA increased by €1.5 million, reflecting a mix effect across the various business segments and markets, as well as improved profitability in 2025.

FRANCE Cluster: sharp fall in revenues due to de-listings by certain retailers against the backdrop of a slowdown in the spirits market

Against this backdrop of a declining French spirits market, France Cluster revenues amounted to €69.1 million in 2025, down 17.6% versus 2024.

In 2025, sales in the Off-Trade sector declined significantly, particularly for William Peel, due to de-listing following certain retailers' refusal to accept price increases applied at the beginning of the year to offset high inflation in the cost of matured spirits.

Sales declined for all International Strategic Brands except Marie Brizard, which performed strongly over the year and gained market share, driven by strong sales momentum and the contribution of innovations launched in 2024, as well as new flavours reflecting current trends in the cocktail category. In the On-Trade channel, France Cluster sales performed well throughout the year, with strong growth towards year-end.

Cluster EBITDA fell by €2.9 million in 2025 to €7.9 million.

INTERNATIONAL Cluster: revenues down €1.4 million versus 2024, excluding currency impact and changes in consolidation scope

The International Cluster recorded revenues of €102.9 million in 2025, down 1.4% versus 2024, with contrasting performance across regions and entities. The decline in net sales stems from the International Strategic Brands, Flagship Regional Brands and Agency Brands segments, partly offset by a strong performance from Industrial Services in Spain.

Cluster EBITDA rose by €1.5 million in 2025 to €9.8 million, driven by a strong performance from the Spanish and Lithuanian subsidiaries and the Export business, which more than offset challenging market conditions in the United States, Bulgaria and the other smaller subsidiaries.

  1. Changes in revenues and EBITDA are stated at constant exchange rates and consolidation scope 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.

MBWS International

Revenues amounted to €13.4 million in 2025, down 9.6% versus 2024.

Full-year revenues from export markets in Western Europe, the Middle East and Africa (except Belgium, Morocco and the French overseas departments and regions) were down 5.9%. In terms of Strategic Brands, William Peel is growing in Poland, while Marie Brizard struggled in Korea (market decline) and the UK (inventory rundown) but enjoyed a good year in Australia; Cognac Gautier also delivered a positive performance.

In the Eastern European export markets, business in Poland was buoyant (up 37.2%), particularly for William Peel.

In the Americas export region, annual sales fell by 15.4%, impacted by market trends and Brandy sales.

Finally, in the Asia Pacific export region, sales in the main markets were down 30.1% versus 2024.

MBWS España

Sales increased by 17.6% to €29.0 million, mainly driven by a robust performance from Industrial Services against a lower comparison base in 2024, when production was halted for production line upgrading work in the fourth quarter. Of note is a recovery in the International Brands business for the Marie Brizard brand following a reduction in distributor inventories and customer de-listings in 2024.

Denmark

Sales in 2025 plummeted 21.8% to €2.7 million, due to the termination of Agency Brand contracts and intense competition within the categories of the brands distributed. The new distribution entity acquired towards the end of 2025 in order to bolster the Group's brand portfolio and distribution capacity in the Danish market had little impact on the year's performance.

MBWS Baltics

Sales in 2025 amounted to €29.6 million, down 1.4%. The decline was more pronounced in the domestic market (down 8.1%), amid a slowdown in the spirits market and significant increases in excise duties, particularly on vodka and Scotch whisky, as well as heightened competition. Export sales increased by 9.3%, mainly driven by the Industrial Services business and the William Peel and Sobieski International Strategic Brands.

MBWS Bulgaria

Sales for 2025 were down 6.8% at €19.4 million. This included a 12.0% decline in exports, due to a loss of customers in Romania and the United States, near-stagnation in Industrial Services and a 1.9% decline in the domestic wine business.

Imperial Brands

In the United States, sales plunged 19.4% to €5.8 million, particularly impacting the Sobieski brand due to inventory rundown by our importer. This was not fully offset by strong growth for the Marie Brizard brand.

Dubar

In Brazil, sales fell 10.9%, affecting all international, local and Agency Brands, against a backdrop of purchasing power issues and household debt, compounded by the methanol crisis and inventory rundown linked to the change in local tax regulations towards the end of the year.

HOLDING COMPANY: Stabilisation of structural costs

The EBITDA loss remained virtually unchanged at €4.1 million, reflecting stability and effective control of internal costs despite a €0.3 million decrease in foreign exchange gains versus 2024.

  1. ‌ 2025 consolidated balance sheet

    (€000)

    31/12/2025

    31/12/2024

    Change 2025/2024

    Goodwill

    14,704

    14,704

    0%

    Intangible assets

    74,614

    74,358

    256

    0%

    Property, plant and equipment

    38,484

    35,506

    2,978

    8%

    Financial assets

    943

    946

    (3)

    0%

    Deferred tax assets

    3,220

    2,401

    819

    34%

    Total non-current assets

    131,965

    127,915

    4,050

    3%

    Inventory and work-in-progress

    52,760

    48,562

    4,198

    9%

    Trade receivables

    36,668

    34,810

    1,858

    5%

    Tax receivables

    532

    279

    253

    91%

    Other current assets

    12,663

    11,219

    1,444

    13%

    Current derivatives

    88

    184

    (96)

    -52%

    Cash and cash equivalents

    52,039

    56,060

    (4,021)

    -7%

    Total current assets

    154,750

    151,114

    3,636

    2%

    TOTAL ASSETS

    286,715

    279,029

    7,686

    3%

    2

(€000)

31/12/2025

31/12/2024

Change 2025/2024

Shareholders' equity

221,673

213,687

7,987

4%

Employee benefits

1,422

1,491

(69)

-5%

Non-current provisions

3,893

3,335

558

17%

Long-term borrowings - due in > 1 year

2,208

3,197

(989)

-31%

Other non-current liabilities

4,126

1,481

2,645

179%

Deferred tax liabilities

111

154

(43)

-28%

Total non-current liabilities

11,760

9,658

2,102

22%

Current provisions

2,035

3,168

(1,133)

-36%

Long-term borrowings - due in < 1 year

884

809

75

9%

Short-term borrowings

3,682

3,654

28

1%

Trade and other payables

25,160

27,940

(2,780)

-10%

Tax liabilities

345

406

(61)

-15%

Other current liabilities

21,170

19,636

1,534

8%

Current derivatives

6

71

(65)

-92%

Total current liabilities

53,282

55,684

(2,402)

-4%

TOTAL EQUITY AND LIABILITIES

286,715

279,029

7,687

3%

NON-CURRENT ASSETS AND LIABILITIES

Group goodwill is derived from historical acquisitions of companies and brands made by the MBWS Group.

Intangible assets mainly consist of Group trademarks with a net value of €73.2 million at 31 December 2025. The main trademarks valued were the Marie Brizard trademarks acquired by the Group in 2006.

At 31 December 2025, Group property, plant and equipment amounted to €38.5 million, up from €35.5 million at 31 December 2024 mainly due to acquisitions of land, equipment and tools.

The valuation of Group assets was reviewed as at 31 December 2025, in accordance with IAS 36.

Impairment tests were carried out on non-amortisable intangible assets (goodwill and trademarks) and on amortisable assets (by CGU).

WORKING CAPITAL

Working capital 1 (inventory + trade receivables - trade payables) amounted to €64.3 million at 31 December 2025, compared to

€55.4 million at 31 December 2024. This item is usually high towards the end of the year due to the increase in sales during this period.

Working capital 2 (non-operating working capital) mainly includes excise duties and VAT collected.

NON-CURRENT LIABILITIES

Non-current liabilities include the portion of long-term borrowings due in over one year, mainly consisting of leases, employee benefits, provisions for contingencies and charges and deferred tax liabilities. They amounted to €11.8 million at 31 December 2025 compared to €9.7 million the previous year.

CASH AND CAPITAL

Shareholders' equity, Group share, was €221.7 million at

31 December 2025, compared to €213.7 million at 31 December 2024.

  • Net cash amounted to €45.3 million at 31 December 2025 compared to €48.4 million the previous year, representing a decrease of €3.1 million.

  • This negative trend stems from the adverse impact of the trade dispute that arose in early 2025 in France during challenging trade negotiations, which led to the de-listing of the William Peel brand from retailers affiliated with one of the central purchasing agencies for most of the year. In addition, the significant impact of inflation on the production cost of matured spirits distilled and produced during the inflationary period, particularly Scotch whisky and cognac, dampened sales and profitability across the France Cluster.

  • Furthermore, changes in the currencies in which cash assets are denominated had an adverse impact on their valuation at 31 December 2025.

However, the management of changes and positions in operating working capital remained rigorous in order to minimise the sales impact on net cash. Net cash was also impacted by capital expenditure, which increased slightly versus 2024 (Lithuania) but was kept under control and in accordance with priorities.

The negative change in working capital stems from (i) the increase in trade receivables at year-end following the resolution of the issue regarding the non-listing of William Peel by certain major retailers in France and the resulting partial replenishment of shop stocks, (ii) a decrease in trade payables due to reduced purchase commitments, particularly in the second half of 2025, to adjust to business levels, and

(iii) an increase in whisky inventories due to annual contractual purchasing terms, despite the specific measures implemented to limit them.

Gross borrowings (including lease liabilities recognised under IFRS 16) amounted to €6.8 million at 31 December 2025, down €0.9 million from 31 December 2024.

(€000)

31/12/2025

31/12/2024

Other medium to long-term borrowings

518

515

Lease liabilities

2,573

3,491

Short-term borrowings

3,682

3,654

Gross debt

6,773

7,660

Cash and cash equivalents

52,039

56,060

Net debt/(cash)

(45,266)

(48,400)

SHAREHOLDERS' EQUITY

221,673

213,687

  1. ‌ Innovation



    MARIE BRIZARD LIQUEURS

    2

The product offering of liqueurs containing natural flavours and less sugar and alcohol, as well as the launch of the Spritz range in the major retail and out-of-home sectors in France, are major growth drivers.

Internationally, Marie Brizard continued to surf the cocktail trend in 2025.

The Ready-to-Serve range continued to expand in Canada with the launch of Passion Star, joined by Piña Colada and Espresso Martini.



Marie Brizard is also expanding its portfolio with two new liqueurs perfectly aligned with current trends - Ginger and Violet - further enhancing its appeal to bartenders and fans of creative cocktails.

MARIE BRIZARD SYRUPS

Marie Brizard syrups, crafted from quality ingredients and natural flavours, offer intense and authentic sensations. Ideal for enhancing cocktails, chilled drinks or desserts, they add a gourmet creative touch to every tasting experience.

Internationally, Marie Brizard continued to assert its expertise in syrups by expanding its range with new, on-trend flavours: kiwi syrup and maple syrup.

COGNAC GAUTIER

In late 2025, Maison Gautier unveiled its new 75 cl cognac bottle for the brand's two iconic ranges, marking the start of a significant phase in its visual identity makeover. This new design combines contemporary elegance with deference to the brand's heritage, fully reflecting its expertise and premium positioning.

In 2026, Maison Gautier will launch the new 70 cl bottle format, which will complement the 75 cl format currently available in Canada and the United States.



WILLIAM PEEL

The brand offers a wide range of formats and varieties of flavoured whisky.

William Peel is the first spirits brand to join the Loop deposit scheme, which allows customers to return bottles to stores for a refund.

SOBIESKI

In France and Germany, Sobieski is entering the low-alcohol market with an 18% ABV grapefruit vodka liqueur.

Made from fruit juice and 100% natural flavourings, it stands out for its versatility: it can be enjoyed neat or mixed with sparkling water.

The aim is to meet consumers' new aspirations towards increased moderation, improved well-being and more responsible drinking.

The beverage embodies a new approach designed to suit lighter occasions and cocktail experiences without compromising on taste.



Meanwhile, Sobieski continues to roll out its new brand identity across its range of 35% rye-based flavoured vodkas in the United States.



SAN JOSÉ

San José, which offers a range of products suitable for all drinking occasions, launched its first coffee-flavoured tequila variety in France and on the international market in 2023. In 2025, San José continued to develop its flavoured range by launching a new flavour, San José Pineapple Chili, available exclusively internationally in Nigeria and Spain. In early 2026, the brand expanded its range internationally with a new 20 cl format.

  1. ‌ Outlook

    The Group is constantly striving 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 also aims to operate with all stakeholders under balanced trade conditions in a long-term perspective.

    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.

    The challenging and generally unfavourable macroeconomic trends affecting spirits markets observed during 2025 are continuing into 2026.

    As such, the Group remains focused on its strategic priorities to:

    • ‌foster the conditions for profitable and viable growth in its business portfolio and promote innovation initiatives against a backdrop of sustainable transition,

      • strengthen its presence in key markets by leveraging its sales networks, manufacturing facilities and the diversification of its product range across strategic business segments (particularly Industrial Services and the distribution of Agency Brands, two areas that are performing well and showing real growth potential),

        2

  • ensure the overall resilience of its mainstream brands by combining targeted initiatives with agile commercial execution that adapts to consumer demand elasticity while maintaining rigorous cost management.

    Lastly, following its most recent acquisition of a distribution company in Denmark towards the end of 2025, the Group plans to continue to actively identify suitable and profitable growth opportunities, both organic and external, by galvanising initiatives within its two Clusters with a view to long-term development amid continuing consolidation in the wine and spirits market.

      1. Sustainability information

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

    1. ‌PARENT COMPANY FINANCIAL STATEMENTS

      ‌ FOR THE 2025 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)

        31/12/2025

        31/12/2024

        Change 2025/2024

        Revenues excluding excise duties

        2,554

        2,659

        -4.0%

        Operating profit/(loss)

        (5,041)

        (5,749)

        12.3%

        Net financial income/(expense)

        3,991

        3,891

        2.6%

        Underlying profit/(loss) before tax

        (1,050)

        (1,858)

        43.5%

        Net non-recurring income/(expense)

        615

        1,510

        -59.3%

        Profit/(loss) before tax

        (1,665)

        (348)

        -378.4%

        Income tax

        1,736

        1,816

        -4.4%

        NET PROFIT/(LOSS)

        71

        1,468

        95.2%

        The Company posted an operating loss of €5 million, mainly consisting of external charges and personnel expense.

        Net financial income came to just under €4 million, while net non-recurring income amounted to €0.6 million.

        Recognition of tax paid by subsidiaries belonging to the tax group allowed the Company to post tax income of €1.9 million. The Group tax charge amounted to €0.1 million.

        The Company posted a 2025 profit of €0.07 million.

        At the next General Meeting, the shareholders will be asked to approve the following appropriation of the profit for the period amounting to €0.07 million:

  • allocation of €0.004 million to the statutory reserve, thereby maintaining the balance of this account at €4.3 million;

  • allocation of €0.067 million to retained earnings, thereby reducing the retained losses balance of this account from

    €51.7 million to €51.6 million.

    Following this appropriation, the Company's shareholders' equity will amount to €183.5 million.

    1. ‌ Parent company balance sheet

      (€000)

      31/12/2025

      31/12/2024

      Net intangible assets

      1,522

      1,372

      Net property, plant and equipment

      93

      71

      Net financial assets

      122,128

      121,918

      Non-current assets

      123,743

      123,360

      Inventory and work-in-progress

      Advances and payments on account

      4

      6

      Trade receivables

      56,346

      48,920

      Investment securities

      475

      573

      Cash

      36,647

      39,869

      Current assets

      93,473

      89,369

      Unrealised foreign exchange losses

      6

      71

      TOTAL ASSETS

      217,222

      212,801

      2

(€000)

31/12/2025

31/12/2024

Total shareholders' equity

183,452

183,381

Provisions for contingencies and charges

3,192

2,497

Borrowings

9

74

Other payables

30,409

26,579

Loans and borrowings

30,417

26,653

Unrealised foreign exchange gains

161

269

TOTAL EQUITY AND LIABILITIES

217,222

212,801

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 €183.5 million, up €0.1 million versus 2024. Borrowings are almost nil.

  1. Non-tax deductible expenses

    Pursuant to the provisions of Article 223 quater of the French General Tax Code, the General Meeting also notes that the expenditure and charges referred to in Article 39-4 of said Code amounted to €11,051 during the 2025 financial year, corresponding to accelerated depreciation.

  2. ‌ Trade receivables and payables ageing schedule

    Trade payables ageing schedule

    (€000)

    Balance at 31 December

    Not due

    < 60 days overdue

    > 60 days overdue

    2025

    573

    592

    -96

    76

    2024

    642

    622

    3

    16

    Trade receivables ageing schedule

    (€000)

    Balance at 31 December

    Not due

    < 60 days overdue

    > 60 days overdue

    2025

    443

    254

    25

    165

    ‌2024

    469

    309

    6

    154

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

    De-listing in Off-Trade in France in the MBWS whisky segment in 2025

    Against a backdrop of significant market decline in 2024, particularly in the under-12-year blended whisky segment, which continued throughout the first half of 2025, the France Cluster saw business drop (revenues down 17.6% compared to 2024), including a sharp decline in Off-Trade sales.

    Matured spirit costs increased considerably in 2025, justifying price hikes to offset this trend. Without these price changes, the economic performance of the France Cluster could be more significantly affected.

    Rendered complicated by this environment, annual commercial negotiations gave rise to stock-outs and distribution losses, leading to a decline in William Peel's market share in 2025 after a small number of major retailers decided to de-list it.

    Nevertheless, most chains supported the Company's price adjustments, and the Company maintained an ongoing and constructive dialogue with all its customers throughout the year to mitigate the impact of the commercial tensions, with the aim of returning to normal listing status for the brands and achieving a beneficial recovery in business activity under commercial terms that are fair and acceptable for all players concerned. Agreements were nevertheless reached right at the end of the year, making it possible once again to envisage commercial relations on a more balanced footing.

    MBWS and Interbrands Denmark are building a strategic alliance to support their growth in Denmark.

    On 12 November 2025, Marie Brizard Wine & Spirits acquired a majority stake in Interbrands Denmark ApS, a company incorporated under Danish law and one of Denmark's leading distributors of wines and spirits. This transaction represents a strategic step for both companies, which are joining forces to strengthen their presence, develop and expand the distribution of the brands they represent, and support their growth and competitiveness in the Danish market.

    Established over twenty years ago, Interbrands Denmark exclusively distributes strong brands from several leading brand owners, with whom it maintains long-standing relationships.

    The commercial synergies resulting from the merger of the two companies' distribution networks will strengthen their national presence, covering the On-Trade sector, Off-Trade and cross-border sales. This integrated organisation will increase brand visibility, improve service quality and offer enhanced expertise in a particularly demanding market. The transaction will also generate operational efficiency gains that will benefit all partners.

    Crossing of thresholds stated in the Articles of Association: Upon the exercise of double voting rights by certain shareholders, who thereby exceeded the thresholds stated in the Articles of Association, other shareholders notified the Company that they had consequently crossed below said thresholds, including the following in particular:

    Palliser Capital UK notified the Company on 16 July 2025 that it had crossed below the threshold of 2.5% of the Company's voting rights, as at that date Palliser held 2.22% of the voting rights and 3.84% of the share capital.

    Diana Holding notified the AMF on 31 July 2025 that it had crossed below the threshold of 5% of the Company's voting rights, as at that date Diana Holding held 3.68% of the voting rights and 3.52% of the share capital.

    The "Concert" notified the Company on 17 July 2025 that it had crossed below the threshold of 7.5% of the Company's voting rights, as at that date it held 5.8% of the voting rights and 10.05% of the share capital.

    COFEPP notified the Company on 3 July 2025 that it had exceeded the thresholds of 82.5% and 85% of the Company's voting rights, as at that date COFEPP held 86.2% of the voting rights and 79.3% of the share capital.

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

    2

have occurred since financial year-end

      • No significant events have occurred since the end of the 2025 financial year that could have a material impact on the Group's financial situation and consolidated financial statements for the year ended 31 December 2025.

      • However, the following recent events should be noted:

        ‌- The current conflict in Iran, which began on 28 February 2026 and is affecting various countries in the Middle East, has no impact on the Group consolidated financial statements for the year ended 31 December 2025, as this is a new situation.

        • The US Supreme Court decision of 20 February 2026, which overturns a large proportion of the previously imposed customs duties and leads to the introduction of new temporary tariff measures with effect from 24 February 2026, also has no impact on the Group's financial statements for the year ended 31 December 2025, as this is a new situation.

    1. Change in investments and controlling interests

      ‌No change in 2025.

    2. Dividends

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

    3. Five-year financial highlights

      Item (in euros except for headcount)

      2021

      2022

      2023

      2024

      2025

      I. Financial position at year-end

      Share capital

      156,729,301

      156,785,748

      156,785,752

      156,785,752

      156,785,752

      Number of shares outstanding

      111,949,501

      111,989,820

      111,989,823

      111,989,823

      111,989,823

      II. Comprehensive income from continuing operations

      Revenues excluding tax

      3,165,877

      2,610,132

      2,673,130

      2,659,125

      2,553,918

      Profit/(loss) before tax, depreciation, amortisation and provisions

      (10,296,497)

      (30,533,455)

      (898,793)

      (4,570,061)

      (7,786,497)

      Income tax

      (3,343,427)

      761,838

      (1,421,977)

      (1,815,641)

      (1,736,016)

      Profit/(loss) after tax, depreciation, amortisation and provisions

      (7,633,300)

      (6,855,514)

      (1,201,962)

      1,467,945

      71,098

      Amount of profit paid out

      III. Earnings per share

      Profit/(loss) after tax and before depreciation, amortisation and provisions

      (0.06)

      (0.28)

      (0.00)

      (0.02)

      (0.05)

      Profit/(loss) after tax, depreciation, amortisation and provisions

      (0.07)

      (0.06)

      (0.01)

      0.01

      0.00

      Dividend per share

      IV. Staff

      Headcount

      24

      17

      14

      14

      14

      Payroll expense

      4,079,783

      3,009,624

      2,047,993

      1,875,278

      1,802,404

      AMOUNTS PAID FOR EMPLOYEE BENEFITS (SOCIAL SECURITY, SOCIAL WELFARE ORGANISATIONS, ETC.)

      1,522,234

      1,051,610

      925,322

      891,134

      890,236

  1. ‌ 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.

    At the end of the 2025 financial year, the Internal Audit Department was assisted by external consultants in carrying out this risk mapping exercise.

    The aim of this mapping exercise was to identify and prioritise the risk factors likely to prevent the Group from achieving its objectives.

    To produce this prioritised overview, we assessed each risk during a meeting with members of the MBWS Executive Committee. Each risk was assessed according to the impact scale and the probability scale. Both scales are rated from 1 to 4.

    The impact scale assesses the consequence should the risk materialise.
    1. Limited (almost no impact)

    2. Significant (minor impact)

    3. Critical (major consequences for the Company, adversely affecting its proper functioning)

    4. Catastrophic (immediate threat to the Company's survival).

    The probability scale assesses the frequency of a risk's occurrence.
    1. Unlikely (this has never happened and there is no chance of it happening)

    2. Rare (this has never happened and it is unlikely to happen)

    3. Occasional (this has happened a few times and it is likely to happen again)

    4. Frequent (this happens regularly and will continue to happen regularly).

    The rating takes into account the measures put in place by the Company to mitigate the consequences and likelihood of a risk occurring.

    Material risks are presented in Section 2.3 of this chapter, where they are categorised.

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

    These nine risks were classified into six categories and ranked in order of the MBWS Group's residual exposure to them. Residual exposure was assessed taking into account the potential impact of the risks for the Group, their likelihood of occurrence and the degree of control exercised by the Group in order to mitigate their impact or likelihood. Exposure is presented on a scale of low, moderate or high.

    The table below summarises the risks considered to have a "material and specific" level of exposure.

    Category Risk Residual exposure*

    Geopolitical risks Risk related to geopolitical instability in certain countries or regions Moderate Business-related risks Risk of dependence on specific customers High

    Business-related risks Risk of dependence on specific suppliers High

    Business-related risks Risk to our margins High

    Business-related risks Risk related to the quality of our products Moderate

    Operational risks Information system risks High

    Industrial risks Risk related to the loss of a key asset (strategic inventory or major industrial

    facility)

    Moderate

    Environmental risks Risk related to potential harm to the environment Moderate

    Legal and regulatory risks Risk related to changing regulations in the wine and spirits market and antitrust regulations

    * Residual exposure includes the impact of action plans.

    Moderate

    Meanwhile, and for the purposes of the sustainability statement, the MBWS Group conducted an analysis of the impacts, risks and opportunities related to the environmental and social consequences of its business activities. The specific procedures followed to identify and analyse these risks are set out in Chapter 3, Section 3.1.3.3 of this Universal Registration Document.

    1. ‌ Geopolitical risks

      Risk related to geopolitical instability in certain countries or regions

      DESCRIPTION OF THE RISK

      Global trends in the wine and spirits market may be significantly affected by changes in the political, geopolitical, macroeconomic, regulatory or financial environment in certain countries or regions.

      In this context, the Group may be exposed to risks that could affect its production, sourcing and distribution activities. These events, which are sometimes unpredictable, could have an adverse effect on:

      • the markets in which the Group's subsidiaries operate;

      • the business activity of its commercial partners, in particular suppliers, distributors and customers;

      • consumer behaviour and consumption levels;

      • supply conditions for raw materials, components and finished products;

      • the MBWS Group's operational and financial performance. Armed conflicts continue to have an impact on the international economic environment. Although the Group's direct exposure to these regions remains limited, the indirect consequences of these conflicts, particularly on business opportunities, access to certain raw materials and international supply chains, contribute to a more volatile and inflationary economic environment.

        Furthermore, international trade tensions remain high and may lead to the introduction or increasing of customs duties on alcoholic beverages in certain markets. These protectionist measures may affect the competitiveness of the Group's products, particularly in strategic export markets, and may lead to price increases for consumers, which could have an impact on sales volumes.

        In this context, several factors could affect the Group's ability to meet demand in certain markets, notably:

        2

  • changes in trade and tariff policies between certain major economic zones;

  • logistical or industrial disruptions that could affect production or distribution;

  • volatility in the costs of raw materials, packaging (particularly glass) and energy;

  • changes in consumer purchasing power within an uncertain macroeconomic environment.

    At the date of publication of this document, these effects are primarily reflected by:

  • increased volatility in certain international markets;

  • persistent inflationary pressure on certain cost categories;

  • short-term tensions in supply chains and logistics lead times;

  • difficulties regarding the free movement of our employees and stakeholders.

    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.

    1. ‌ Business-related risks

      Risk of dependence on specific customers and brands

      DESCRIPTION OF THE RISK

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

      • In France, the Off-Trade sector accounted for 91.30% of 2025 revenues;

      • Since 2020, the signing of an exclusive distribution agreement for the domestic US market has meant that the Company is 100% dependent on 375 Park Avenue Spirits in this market.

      • Since 2019, in Spain, the exclusive distribution agreement for the domestic and cross-border markets has resulted in significant dependence on Bardinet España, a subsidiary of COFEPP.

      • Furthermore, certain industrial subcontracting agreements are becoming significant in terms of revenues for some of our entities.

        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.

        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 57.2% of the Group's 2025 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.

        RISK MANAGEMENT MEASURES

        The Group has set up a specific structure dedicated to its international business. This structure is tasked with monitoring key markets, developing new ones and diversifying distribution channels.

        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 2025, 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.

        NB: In line with the Group's strategy of developing value-creating initiatives, particularly through partnerships, MBWS continues to pool sales forces in certain countries where it has no distribution subsidiary, in particular for the development of new markets by the export managers of the distribution subsidiaries of MBWS's main shareholder.

        Risk of dependence on specific suppliers

        DESCRIPTION OF THE RISK

        In order to meet its supply needs for its whisky brands, the MBWS Group entered into a new agreement with its main bulk supplier of Scotch whisky on 12 January 2021.

        This long-term agreement defines the minimum annual purchase volume commitments for the MBWS Group, which are expected to decrease slightly over the term of the agreement.

        These purchase commitments currently represent almost all of the Group's Scotch whisky supply requirements.

        Given the minimum contractual purchase commitments listed in the new contract, a renegotiation clause in the event that any significant and unforeseeable events beyond the Group's control affect its ability to meet said volume commitments has been included.

        RISK MANAGEMENT MEASURES

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As regards Scotch whisky, the development of the Group's activities in this area makes it possible to foresee a gradual relaxation of the current constraints linked to the minimum annual purchasing commitments.

This could have a positive impact on overall profitability.

The implementation of synergies within the Group as well as the possibility of resorting to other actors and players in this sector makes it possible to ensure additional supply under commercial market conditions.

Risk to our margins

DESCRIPTION OF THE RISK

Competitive pressure and volatility in raw material prices can have a significant impact on our margins and profitability.

The Group operates in competitive markets. Its competitors exert pressure through aggressive price policies, significant promotional expenditure and innovations catering for trends on the wine and spirits market.

Furthermore, purchases of raw materials constitute a significant expense for the business of MBWS and its subsidiaries. This concerns the following purchases in particular:

  • Liquids;

  • Glass;

  • Capsules, labels, etc.

The Group's exposure to raw material price volatility mainly concerns a significant increase in purchase prices, which could affect Group profitability given the possible difficulty in passing on cost increases to customers.

The unavailability of raw materials may impact the Group's ability to promote MBWS's commercial offering and meet its customers' demand.

The volatility of raw material prices is exacerbated by every geopolitical or health crisis (COVID, conflicts in key economic regions, etc.). While the duration of these crises cannot be predicted, they may generate additional costs for the Group. The Group may not be able to pass on all or part of the price increases or meet customer demand. This could therefore have a material adverse impact on the Group's sales, margins and profitability.

RISK MANAGEMENT MEASURES

The MBWS Group:

  • seeks to build lasting partnerships, either with its majority shareholder or with major commercial partners, in order to create sustainable business relationships;

  • closely monitors the market to identify new players and quickly spot new market trends;

  • is strengthening its policy of differentiation and innovation.

  • In a context of volatile raw material prices, the Group is taking the following action:

  • Each of the Group's subsidiaries is committed to optimising its use of raw materials (reducing material losses, lighter packaging, etc.);

  • Centralisation of certain major purchases at Group level and by the main shareholder, providing greater purchasing volumes and therefore an increased capacity for the Group to influence negotiations with our suppliers (especially for strategic purchases);

  • Review of initiatives, especially downstream, to maintain a sufficient level of profitability to compensate for extraneous, sudden and exceptional cost increases. In addition, in situations where our subsidiaries are dependent on a limited number of suppliers, the Group and its subsidiaries are trying to find alternative solutions (in duplication especially) to secure sources of supply;

Risk related to the quality of our products

DESCRIPTION OF THE RISK

Consumer health and safety are a top priority for the Marie Brizard Wine & Spirits Group (MBWS). As such, the Group ensures that it identifies, assesses and prevents all risks that could affect the quality, safety or regulatory compliance of its products.

In the course of its wine and spirits production, bottling and distribution activities, the Group is exposed to various risks that could impair product quality or compromise compliance with applicable regulations. These risks may relate in particular to:

  • the quality or compliance of raw materials and ingredients used in production processes;

  • failures in manufacturing, packaging or storage processes;

  • defects in packaging materials (particularly glass, corks or labelling);

  • labelling or traceability errors;

  • supply chain disruption or sub-standard transport and storage conditions;

  • practices that breach food hygiene and safety requirements.

    Given the nature of the products marketed by the Group, any deficiencies in terms of quality or safety could have material consequences, including:

  • a risk to consumer health and safety;

  • a reputational impact that could affect the image and brand recognition of the Group's brands;

  • a legal and regulatory impact, which could result in administrative or legal proceedings, penalties or product recalls;

  • a financial impact linked to the costs of product withdrawal or recall, operating losses or potential compensation payments;

  • a human impact, affecting consumers as well as the Group's employees and partners.

Furthermore, against a backdrop of ever-tightening regulatory requirements regarding food safety and consumer information, the Group must also ensure it maintains a high level of compliance with applicable regulations in all countries where its products are sold.

RISK MANAGEMENT MEASURES

In terms of production and distribution, the MBWS Group has implemented rigorous quality controls. Every stage of the production process is governed by strict standards designed to ensure a high level of quality.

The Group's subsidiaries also adhere to demanding standards designed to prevent and identify risks associated with food hygiene practices.

Finally, thanks to an effective traceability system, the Group is able to swiftly withdraw from the distribution network any product likely to be affected by a proven or reported quality defect.