Marie Brizard

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REFERENCE

DOCUMENT
Year 2001

-1-
COMMISSION DES OPERATIONS DE BOURSE
(FRENCH STOCK EXCHANGE REGULATORY COMMISSION)

↔ In application of its regulation no. 95-01, the Commission


des Opérations de Bourse has registered the present
reference document on 10.12.2002 under the number 02-
285. It cannot be used to support a financial operation unless
it is completed by an annotation of the operation stamped by
the Commission des Opérations de Bourse. This reference
document has been drawn up by the originator and entails
the responsibility of its signatories. This registration, carried
out after examination of the relevance and coherence of the
information given concerning the situation of the company,
does not imply authentication of the financial and accounting
elements presented. ≈

-2-
CONTENTS

1st PART: PRESENTATION OF THE COMPANY

Those responsible for the reference document ......... Page 5

Attestation of the reference document....................... Page 6

Message of the directors ........................................... Page 8

Key events in the year 2001 ..................................... Pages 9 to 10

Figures for the year 2001........................................... Pages 11 to 13

Belvédère in the Stock Exchange.............................. Pages 14 & 15

Organisation chart of the Group ................................ Page 16

Markets and competition............................................ Pages 17 to 22

Customers and suppliers ........................................... Pages 23 & 24

The brands................................................................. Page 25

The work force ........................................................... Pages 26 & 27

Production processes and commercial


organisation. .............................................................. Pages 28 to 32

Risk analysis.............................................................. Pages 33 to 36

-3-
2nd PART: FINANCIAL INFORMATION

Management report on the operations of the period . Pages 37 to 70

Consolidated accounts of 31 December 2001........... Pages 71 to 96

Report of the Auditors................................................ Pages 97 to 98


on the consolidated accounts

Corporate accounts of 31 December 2001................ Pages 99 to 123

General report of the Auditors ................................... Pages 124 & 125


on the corporate accounts

Special report of the Auditors .................................... Pages 126 to 130


on the regulatory conventions

Supplementary notes on the 2001 accounts ............. Pages 131 to 137

Consolidated accounts of the 1st half of 2002............ Pages 138 to 148

Attestation of the auditors on the situation……………


during the 1st half of 2002........................................... Pages 149 to 152

3rd PART: LEGAL INFORMATION

Draft resolution from the Mixed General Meeting


of 28 June 2002 ......................................................... Pages 153 to 157

Administrative bodies................................................. Pages 158 & 160

Information concerning the company......................... Pages 161 to 162

Information concerning the capital............................. Pages 163 to 172

Pre-emption and concert agreement ......................... Pages 173 & 174

Financial communication timetable............................ Page 175

Table of correspondence COB .................................. Page 176

-4-
Those responsible
for the reference document
1. RESPONSIBLE FOR THE REFERENCE DOCUMENT

Monsieur Jacques ROUVROY


President of the Board of Directors

Monsieur Alexandre PAYET


Financial Director

2. ATTESTATION OF THE PERSON RESPONSIBLE

"To the best of our knowledge, the information contained in the present reference
document corresponds to the reality; it includes all the information necessary for investors
to make their judgements on the property, activity, financial situation, results and future
perspectives of the Company. There are no omissions of a nature likely to modify its
significance."
Beaune, 4 December 2002

The President of the Board of Directors


Monsieur Jacques ROUVROY

3. THOSE RESPONSIBLE FOR AUDITING THE ACCOUNTS

Date of first Date of renewal Date of expiry


nomination
Incumbent:
Cabinet Jean-Louis DURAND AGM AGM AGM
31, rue Auguste Brullé 10.01.91 16.06.97 Deliberating on the accounts
21000 DIJON for the financial year 2002
represented by
Monsieur Jean-Louis DURAND
Deputy:
Monsieur Jean-Claude BOURET AGM AGM AGM
5, chemin de Palente 10.01.91 16.06.97 Deliberating on the accounts
25000 BESANCON for the financial year 2002
Incumbent:
KPMG FIDUCIAIRE DE FRANCE AGM AGM
3, avenue de Châlon 27.09.96 Deliberating on the accounts
Les Chavannes for the financial year 2001
71380 SAINT-MARCEL
represented by
Madame Sylvie MERLE
Deputy:
Monsieur Rémy TABUTEAU AGM AGM
2bis, rue de Villiers 27.09.96 Deliberating on the accounts
92300 LEVALLOIS-PERRET for the financial year 2001

-5-
Belvédère SA

Head office: 10, avenue Charles Jaffelin – 21200 Beaune


Share capital: 2 982 200 €

Attestation of the auditors

In our capacity as auditors to the company Belvédère SA and in application of the


regulation COB 95-01, we have carried out, in accordance with the professional standards
applicable in France, the verification of the information concerning the financial situation
and accounts given in the present reference document.

This reference document has been drawn up under the responsibility of Jacques Rouvroy,
President of the Board of Directors of Belvédère SA. It is our duty to give our opinion on
the veracity of the information it contains concerning the financial situation and the
accounts.

Our work has consisted, in accordance with the professional standards applicable in
France, in evaluating the veracity of the information relating to the financial situation and
the accounts, to verify their coherence with the accounts which have been published in
reports. It has also consisted in reading the other information contained in the reference
document, in order to identify, if necessary, any significant discrepancies with the
information relating to the financial situation and the accounts, and to indicate any
information we may have found to be clearly erroneous on the basis of the general
knowledge of the company we have acquired in the course of our mission.
This document does not contain any isolated pieces of provisional data obtained through a
structured calculation process.

The annual and consolidated accounts for the financial years ending 31 December 2000
and 31 December 2001 adopted by the Board of Directors, have been audited by us, in
accordance with the professional standards applicable in France, and have been certified
without reserve with:

ƒ In the report on the corporate accounts and consolidated accounts of 31 December


2000, observations on:

- the statement on the key events of the period relating to the pursuit of research into
financial restructuring in consultation with the banking pool which caused
uncertainty about very short-term financial commitments, preventing us from
certifying the half-yearly accounts of 30 June 2000 in our attestation dated 25
October 2000
- the account of the Belvédère trade name lawsuit and its consequences
- the balance sheet reclassifying of commercial receivables as financial claims

-6-
KPMG Entreprises Cabinet Jean-Louis
Durand
3, avenue de Chalon 31, rue Auguste Brullé
BP 51 21000 DIJON
71103 CHALON S/SAONE CEDEX

ƒ In the report on the consolidated accounts of 31 December 2000, an observation on the


“comparability of financial information and permanence of methods” which set out the
changes in method resulting from application of the CRC 99-02 with effect from 1
January 2000

ƒ The object of the intermediate accounts shown in the present document, drawn up under
the responsibility of the Board of Directors and covering the period from 1 January to
30 June 2002, is to enable us to conduct an examination on a limited scale in accordance
with the professional norms applicable in France. They have been analysed in view of
the change of accounting method due to the first application of the CRC regulation no.
2000-06 concerning liabilities and its consequences on the opening equity capital and
income statement.

On the basis of our examination, we have no further observations to make concerning the
veracity of the information relating to the financial situation and accounts presented in this
reference document.

Drawn up in Chalon sur Saône and Dijon, 4


December 2002

The auditors

KPMG Entreprises Cabinet


Durand
Division of KPMG S.A.

Sylvie Merle Thierry Lemarquis Jean-Louis


Durand
Associate Associate

-7-
MESSAGE OF THE DIRECTORS

Dear Shareholder,

2001 will be remembered as a decisive year in the history of our group.

In a financial and legal context that remains delicate, we have:


- continued to expand most spectacularly in Poland, where we now represent over
14% of the market,
- ended the conflict with the Millenium company, which has already paid us over
16 million euros in compensation,
- successfully started marketing Bulgarian red wine, and sold 7 million bottles of 75
cl.

Consequently, our turnover has increased by over 24.6 % this year, reaching 162.4
million euros (including alcohol taxes and duties)
Our company has become profitable again, achieving a net result of +1.95 Million euros
compared with a loss of over –13.66 million euros one year ago.
Thanks to the combined effects of our expansion and our restructuring plan started at
the end of 2000, we have improved our operating profit/loss by over 2 million euros,
which now has a debit balance of just 1.58 million euros.

2002 will be a turning point for our group.

We will start this financial year with a brighter outlook.

In terms of image, the end of the conflict with the Millenium company in our favour will
establish the merits of our positions beyond all doubt.

In terms of finance, we will continue to pursue our strategy to get out of debt and
enhance our market position as much as possible. By doing so, we should achieve a
turnover in excess of 230 million euros this year and soon reach our earlier historic
profitability ratios.
What is more, Group profitability has already been given a helping hand through the
sale of the Zoladkowa Gorzka brand to a Polish operator for 38 million Zloty, i.e. approx.
10.3 million euros, on 7 May 2002. The transfer of ownership took place on the date of
payment on 10 September 2002

In terms of strategic development, following the shareholding acquisition in the Alco


Pegro distillery on 28 August 2001, now Krolewska Destylarnia Sobieski; followed by
the privatisation of the Fabryka Wodek Gdanskich distillery in Starogard Gdanski on
17 January 2002; the Group is about to add to its industrial tools by taking over a
majority share in the Destylarnia Polmos Krakow distillery in Cracow, in
October/November 2002.

At the same time, Belvédère has strengthened its strategic position regarding wine
through the acquisition in September 2002 of a winery located in Bulgaria, for the sum
of approximately 5 million euros. This acquisition will secure wine distribution supplies in
Poland as well as in other Eastern European countries.

-8-
Dear Shareholder, once again, thank you most sincerely for your confidence in us over
the years.

Jacques Rouvroy Christophe Trylinski


President and Chief Executive Officer Chief Executive
Officer

KEY EVENTS IN 2001

¾ The end of the Millenium conflict

This conflict came to an end on 21 December 2001 when the Belvedere Vodka and
Chopin Vodka brands were transferred in exchange for the payment on the same date
of 16 million dollars and sequestration in favour of Belvédère of 6 million dollars payable
in three annual instalments in June 2002, June 2003 and June 2004.

¾ Shareholding acquisition in a small distillery: Alco Pegro

Acquisition of 45% of the capital for the sum of 3,700 thousand zloty on 28/08/2001.
Sub-subsidiary of Belvédère Dystrybucja, the company is both a distillery and
bottling plant.
The purpose of this shareholding acquisition was to secure Belvédère Dystrybucja's
position in terms of supplies in case it failed to acquire a State-owned distillery. The
successful privatisation of Starogard Gdanski does not make Alco Pegro any less
interesting from an industrial point of view, since its geographical location in the
Mazovsze region, reputed for its rye and storage capacities free of alcohol duties,
represents two major assets

¾ Award of a distillery: Polmos Starogard Gdanski

In June 2001, the Polish government chose Belvédère for the privatisation of Polmos
Starogard Gdanski. The definitive transfer of ownership took place in January 2002
The distillery achieves 80% of its turnover in Northern Poland thanks to its main brands
shown below:

. Gdanska vodka
. Krupnik vodka
. Zolakkowa Gorzka vodka
. Starogardzka Cysta vodka

-9-
As a result of this acquisition, the Belvédère group increases its market share to 14%,
becoming the 4th operator on the Polish market.
The classification at the end of July was as follows:

¾ 1st Polmos Bialystok (State owned) .................. 22.9%


¾ 2nd Unicom Bols (Rémy-Cointreau group) ........... 14.9%
¾ 3rd Polmos Poznan (Pernod-Ricard group) ....... 14.4%
¾ 4th Belvédère + Starogard Gdanski ................. 14.0%
¾ 5th Polmos Zielona Gora (State owned) ................ 7.1%
¾ 6th Polmos Jozefow (UDV Smirnoff)..................... 4.5%
¾ 7th Polmos Lublin .................................................. 3.7%

¾ Introduction of a restructuring plan

Following the poor results of 2000, the Group introduced a drastic plan in order to
recover its equilibrium, involving the following measures in particular:
- Putting on hold or even closing non-profitable subsidiaries.
- Strategic repositioning consisting of choosing partnerships in the West with local
operators who are well established in supermarket distribution, and of concentrating
our efforts in Eastern countries in order to increase market share.
- Reducing our operating expenses, above all in terms of work force.
- Tightening customer credits
- Just-in-time stock management

- 10 -
EVOLUTION IN TURNOVER AND PROFITABILITY
(consolidated data in millions of euros)

1996 1997 1998 1999 2000 2001


Consolidated 14.04 25.6 55.5 123.4 137.8 162.2
turnover incl.
excise
Operating 3.1 6.4 5.5 8.2 -3.48 -1.58
profit/loss
Financial -0.26 0.28 -1.09 -1.04 -10.70 -7.51
profit/loss
Current balance 2.9 6.7 4.4 7.2 -14.07 -9.1
Non-recurring 0 -0.05 -1.48 -1.23 -2.45 14.07
profit/loss
Net Group 1.6 4.2 1.6 3.5 -13.66 1.95
profit/loss

EVOLUTION OF DEBT RATIO (consolidated data in million euros)

1996 1997 1998 1999 2000 2001


Equity capital 4.52 22.96 23.50 26.92 13.87 16.29
group share
Net debt - - 12.91 20.63 35.84 23.77

Ratio - - 0.55 0.77 2.58 1.46

NUMBERS OF BOTTLES INVOICED (in thousands of bottles


of 50 cl for spirits and 75 cl for wine)

Volume Volume in Volume


COUNTRY in % thousand % in %
thousan s thousan
ds on ds on
on 31/12/20 31/12/2
31/12/1 00 001
999
POLAND 27 558 85.28 26 231 69.64 % 25 869 66.61 %
%
LITHUANIA 160 0.50 % 7 708 20.46 % 9 197 23.68 %
RUSSIA 2 324 7.19 % 1 453 3.86 % 1 176 3.03 %
FRANCE 260 0.80 % 447 1.19 % 456 1.17 %
CHINA 586 1.81 % 374 0.99 % 406 1.04 %
CZECH REP. 356 1.10 % 319 0.85 % 305 0.78 %

- 11 -
UKRAINE 276 0.85 % 307 0.82 % 408 1.05 %
KAZAKHSTAN 106 0.33 % 156 0.41 % 0 0.00 %
BELARUS 251 0.78 % 138 0.37 % 76 0.2 %
USA 193 0.60 % 109 0.29 % 262 0.68 %
SLOVAKIA 46 0.14 % 98 0.26 % 72 0.19 %
HUNGARY 17 0.05 % 69 0.18 % 79 0.20 %
ARGENTINA 2 0.01 % 61 0.16 % 0 0.00 %
BULGARIA 39 0.12 % 42 0.11 % 358 0.92 %
Volume Volume in Volume
COUNTRY in % thousand % in %
thousan s thousan
ds on ds on
on 31/12/20 31/12/2
31/12/1 00 001
999
GREECE 13 0.04 % 42 0.11 % 2 0.01 %
SLOVENIA 13 0.04 % 39 0.10 % 0 0.00 %
ARMENIA 0.00 % 29 0.08 % 66 0.17 %
SWITZERLAND 2 0.01 % 15 0.04 % 0 0.00 %
DENMARK 1 0.00 % 12 0.03 % 22 0.06 %
BRAZIL 0.00 % 9 0.02 % 0 0.00 %
GERMANY 2 0.01 % 7 0.02 % 27 0.07 %
CANADA 0.00 % 2 0.01 % 0 0.00 %
MEXICO 78 0.24 % 0.00 % 0 0.00 %
CHILE 25 0.08 % 0.00 % 0 0.00 %
JAPAN 6 0.02 % 0.00 % 0 0.00 %
OTHERS 59 0.15 %
TOTAL (IN
THOUSANDS 32 314 37 667 38 839
OF BOTTLES)

BREAKDOWN OF CONSOLIDATED TURNOVER BY COUNTRY


IN THOUSAND EUROS

1999 % 2000 % 2001 %


Poland 109 721 88.92 % 110 883 80.46 % 135 912 83.77 %
Lithuania 0 0.00 % 10 522 7.64 % 11 683 7.20 %
Russia 2 862 2.32 % 6 342 4.60 % 6 197 3.82 %
France 2 481 2.01 % 2 874 2.09 % 1 685 1.04 %
China 1 757 1.42 % 1 387 1.00 % 1 249 0.77 %
Czech rep. 1 634 1.32 % 1 854 1.35 % 1 912 1.18 %

- 12 -
Others 4 933 4.00 % 3 941 2.86 % 3 596 2.22 %

TOTAL 123 388 137 803 162 234

- 13 -
BREAKDOWN OF CONSOLIDATED TURNOVER BY PRODUCT

Year 2001

In million
1999 2000 2001
euros
Luxury empty 8.49 4.27 3.7
bottles
Full bottles 110.83 115.85 98.06

Wine 3.36 17.2 30.98

Distilled 0.72 0.48 29.46


alcohol
TOTAL 123.4 137.8 162.2

China Czech
Russi France
Others
Lithua

Poland

- 14 -
STOCK EXCHANGE SHARE VALUE
(Euroclear Code: 6087)

Reminder of issue price (21 January 1997): 19.06 euros

MONTH FIRST HIGH LOW LAST VOLUME


2000
JANUARY 89.55 90.10 73.00 79.50 116.385
FEBRUARY 79.80 79.80 59.00 61.50 108.211
MARCH 61.10 76.20 59.70 65.30 98.655
APRIL 67.50 68.00 52.15 56.90 65.577
MAY 59.00 68.20 57.50 59.50 42.960
JUNE 59.90 66.00 56.60 65.90 40.681
JULY 65.90 73.85 61.00 69.00 21.841
AUGUST 67.50 68.90 56.50 57.00 24.329
SEPTEMBER 56.80 60.00 49.00 51.65 36.697
OCTOBER 50.10 55.00 12.01 14.10 138.651
NOVEMBER 14.62 18.17 10.00 10.47 68.171
DECEMBER 10.39 24.80 9.00 12.25 90.501
2001
JANUARY 13.00 19.50 12.00 17.50 56.365
FEBRUARY 17.60 17.60 11.30 11.30 48.509
MARCH 11.31 13.45 10.50 11.20 59.489
APRIL 11.40 15.18 9.30 15.18 91.606
MAY 15.10 17.55 14.80 16.10 55.955
JUNE 16.50 32.72 16.00 24.20 92.621
JULY 23.99 28.10 18.20 25.40 153.591
AUGUST 25.90 27.25 22.51 23.42 43.544
SEPTEMBER 21.70 24.00 18.00 18.00 44.793
OCTOBER 18.00 20.98 14.19 20.20 107.389
NOVEMBER 20.20 23.19 18.50 20.80 89.287
DECEMBER 20.41 26.38 19.90 26.19 120.776
2002
JANUARY 26.90 28.00 21.15 23.46 86.648
FEBRUARY 23.50 24.45 20.10 22.36 64.267
MARCH 23.88 24 22.05 23.35 25.414
APRIL 23.50 26.50 23 24 64.187
MAY 22.66 24.95 22.65 24.20 32.831
JUNE 22.82 25.00 22.82 23.80 41.389
JULY 24.00 31.70 24.00 28.88 49.931
AUGUST 28.99 28.99 24.99 25.99 11.688
SEPTEMBER 25.40 29.75 22.87 28.86 48.741

- 15 -
19
97

0,00
20,00
40,00
60,00
80,00
100,00
120,00
140,00
160,00
180,00
200,00
19 /01
97
19 /03

3.635
97
19 /05
97
OCTOBER

19 /07
97
19 /09
97
19 /11
98
19 /01
98
19 /03
28.20

98
19 /05
98
19 /07
98
19 /09
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28.50

99
19 -01
99
19 -03
99
19 -05
99
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28.20

99
19 -09

- 16 -
99
20 -11
00
20 -01

Last price
00
20 -03
00
20 -05
00
20 -07
00
20 -09
00
20 -11
01
28.50

20 -01
01
20 -03
01
20 -05
01
20 -07
Since its introduction on 21 January 1997

01
20 -09
Evolution of the stock exchange rate

01
20 -11
02
20 -01
02
20 -03
02
-0
5 Last price
ORGANISATION CHART
(on 31 December 2001)

Rouvroy family Trylinski family Belvedere self


group group control Public

27,72% * 23,46% * 5,70 % 46,38 % *


* (On 30th June 2001)

BELVEDERE
(The company Belvédère SA is directed and controlled by the Rouvroy and
Trylinski family groups)

POLAND
- EURO-AGRO WARSZAWA 67% 100%
- FRANCE VINS COMPANY 98,8%
- CRIS VIN 90%
- ALCO PEGRO 45%
- BELVEDERE DYSTRYBUCJA 100%

HUNGARY FRANCE CHINA ARGENTINA


- BELVEDERE HUNGARIA 80% - BELVEDERE DIFFUSION SARL 100% - TIANJIN BELVEDERE 95% - BELVEDERE ARGENTINE (A)
INTERNATIONAL Trade
- MAD SARL 100%
Co Ltd
- HOTEL DE L'ABBAYE de 9,97%
RUSSIA Talloires Sa (A) BRAZIL
- Sobieski SARL (B) 100%
Ivan Kalita Moscou (B) 51% 95% - BELVEDERE BRESIL (A)
Youg Rossii (B) 80%

- VREMENA GODA 55%


GERMANY UNITED STATES
100% 99% 90% 100%
- BELVEDERE LOGISTIK - SOBIESKI USA
- BELVEDERE ST
PETERSBOURG (A) - BELVEDERE DEUTSCHLAND (A) 75%

- IVAN KALITA (Sud Russie) (A)


SWITZERLAND
BELARUS - BELVEDERE HELVETIA (A) 100%
- GALLIART (A) 99.5%
- VOIE D'OR (Minsk) (A) 60% GREECE
- CLASSIC DRINKS EPE (A) 100%
ROMANIA
- VINALCOOL (A) 35.8% DENMARK
- Euro Agro Roumania (B) 51% - BELVEDERE Nordic 100%
- ATHENEUM DRINKS INT'L (B) 51%

SLOVAKIA
- BELVEDERE SLOVENSKO (A) 100%

BULGARIA (A) Non consolidated companies


- BELVEDERE BULGARIA 100% (B) Non consolidated companies without activity
CZECH REPUBLIC NB: All the companies are consolidated in overll integration
- VLTAVA PROD. SRO (B) 100% except those marked by (A) or (B)
- BELVEDERE CESKA 98.6%

SLOVENIA
- VINS PRESTIGE 51%

ARMENIA Control of Belvédère Sa


- BELVEDERE ARMENIE (A) 60% The compan is contolled by the Rouvroy and Trylinski families
LITHUANIA who on 31st December 2001 together control
- BELEVEDERE PREKYBA 65.6% 51.18% of the capital and 67.44% of the voting rights.
- BELVEDERE BALTIC 80%

LEBANON
- ALCOMUST SARL (A) 98.5%

YUGOSLAVIA
- BELVEDERE YOUGOSLAVIA (A) 100%

- 17 -
THE MARKETS OF THE BELVEDERE GROUP

1) Vodka on the world alcohol market

Vodka belongs to the white alcohol category and is one of what are known
as the TGVs (tequila gin vodka). The volumes of this group of alcohols sold
in the Western world are on the increase (+2% for vodka between 1995 and
2000), and its image is currently being given a boost, which is beneficial for
the brands. The great comeback of original vodka together with some new
varieties (aromatised) illustrates how the drink is climbing towards the top
of the range.

With over 315 million boxes of 9 litres sold around the world in 2000 (-0.5%
compared to 1999) and 20 different brands of over 1 million boxes, vodka is
by far the best sold spirit in the world, ahead of whisky, rum and gin.

Five vodka brands can be found amongst the 10 highest volumes on the
world spirits market in 2000: Stolichnaya, with 54.5 million boxes,
Moskovskaya with 33 million boxes, Russkaya with 18 million boxes,
Smirnoff with 15.9 million boxes, and Absolut with 7.3 million boxes.

The 10 top alcohol brands in the world in 2000

Volume of sales in 2000


Brand Proprietary Group Type of alcohol
(million boxes of 9l)

1 Stolichnaya VAO Sojuzplodoimport Vodka 54.5


2 Moskovskaya VAO Sojuzplodoimport Vodka 33
3 Ginebra San Miguel La tondena Distillers Inc Gin 25.5
4 Pirassununga 51 Industrial Muller de bebidas Ltda Aguard( i)ente 24
5 Bacardi Bacardi ltd Rum 18.4
6 Russkaya VAO Sojuzplodoimport Vodka 18
7 Smirnoff United Distillers & Vintners ( Diageo) Vodka 15.9
8 Mae Kong Surathip group Thai whisky 10.6
9 Yeni Tekel Raki 7.9
10 Absolut V&S Vin & Spirit AB Vodka 7.3

NB: The classification does not take soju into account Source: Impact, March 2001

Vodka, in its premium segment, is one of the white alcohols whose


consumption has risen the most over recent years, with an average annual
increase of 1.5% per year since 1995. This increase is more than just a
trend, because it is durable.

The appearance of premium brands with a high potential for development,


both in developed countries and in developing countries, should reinforce
this segment's potential for growth.

- 18 -
Average annual development of premium spirits between 1997 and
2000
(in terms of volume)

3%
LIQUEURS -7.33%
-0.33%

-5.33%
BRANDY -1.66%
1.66%
1.03%
VODKA
1.50%
Top 5 brands
GIN -0.66%
-2% Brands 6 to 10
-1.40%
Total category
-0.83%
CANADIAN -0.16%
-0.66%

1%
US WHISKY -2.33%
-0.50%

-2.33%
SCOTCH -3.83%
-3.16%

-8.00% -6.00% -4.00% -2.00% 0.00% 2.00% 4.00%

Source: Analyste, July 2001

2) The world Vodka market

In the year 2000, the top ten vodka brands in the world are in the Top 100
in terms of the value of world spirits brands, and represent a value of 8.4
billion dollars for a volume of 145.7 million boxes, i.e. almost 50% of the
total vodka market.

The top 10 vodka brands in the world in 2000


2000 volume of sales 2000 value Volume rank
Brand Proprietary Group Market
(m. of boxes of 9l) (m $)

1 Stolichnaya VAO Sojuzplodoimport Russia 54.5 1,960 1


2 Smirnoff Diageo World 15.9 1,815 3
3 Absolut V&S Vin & Spirit AB World 7.3 1,360 5
4 Moskovskaya VAO Sojuzplodoimport Russia 33 1,090 13
5 Wyborowa Polmos/Agros Trading co Poland 6.5 665 22
6 Russkaya VAO Sojuzplodoimport Russia 18 485 32
7 Absolwent Polmos Balystok SA Poland 4.7 335 48
8 Finlandia Primalco ltd (Alko) Finland 1.5 265 63
9 Koskenkorva Primalco ltd (Alko) Finland 1.5 230 75
10 Lodowa Poznanski Zaklady Przemslu Spirytusowego Poland 2.8 200 85

Source: Impact, March2001

- 19 -
A brand like "Sobieski" follows this trend, after just four years on the market, in 2001 it
represented: 0.7 million boxes, i.e. 51.9 million $

Russia, Poland and the Ukraine represent 2/3 of the consumption of the 10 main vodka markets,
i.e. 12 billion dollars.

Main vodka markets in 1999


- excluding Eastern Europe -
(Volumes in million boxes of 9 litres)

40

35

30

25

20
36

15

10

5
5,9
3 2,9 1,8 1,8 1,3 1,3 1 1
0
USA GB Brazil
Canada Sweden Italy
GermanyFinland Spain
South Africa

Source: Impact International

In Eastern European countries, vodka represents more than 90% of total alcohol consumption,
compared with 7% in Latin America and less than 1% in Asia. The very low proportion of vodka
in countries outside Eastern Europe suggests that there is an extremely high potential for market
growth. We are currently witnessing the breakthrough of vodka onto a number of markets, above
all in Asia, America, Southern Europe and Japan, to the detriment of other relatively traditional
alcohols. However, in the coming years, vodka will have the most success on its established
markets, i.e. in Eastern Europe, where the largest volumes will be sold, and in the USA in the
case of premium brands.

3. The world wine market

The world wine market, whose estimated value was 275 million hectolitres at the end of 2000,
has evolved considerably over the last twenty years.

For one thing, the three largest traditional producers, France, Italy and Spain, have had to react to
the arrival of new players from the so-called "new world", led by California, Australia and Chile,
which not only have high quality vineyards but also an undeniably aggressive marketing
strategy.

Although Europe is still by far the world leader in terms of production (75%) and consumption
(almost 60%), financial experts expect that the demand for products from the "new players" will
grow by around 5 to 8% versus 2 to 3% of overall growth for the sector in 2002 and 2003.

- 20 -
Eastern Europe is the second wine producing region in the world in terms of volume, with 26.3
million hectolitres in 1999 (source: INEA). The main wine producing countries are Romania,
Hungary and Bulgaria, which feature amongst the 15 leading wine producers in the world.

Since August 2000, the Group has entered the Bulgarian wine sector. Bulgaria has a great
potential despite the fact that its wine-growing material is in need of modernisation, and
produces 4 million hectolitres per year. It has the best rate of growth in Europe, 2.9% on average
over the last ten years.

Wine represents 35% of alcohol consumption in Bulgaria, 32% in Hungary and 9% in Poland.
These markets are relatively stable, despite the modest volumes. Although consumption in
Eastern European countries is stagnating, the producers are focussing more and more on
producing high quality wine, a segment that will enjoy a high level of growth in the medium
term.

Consumption around the world is more and more geared towards high
quality packaged products. The general improvement in wine quality, the
perceptible increase in consumption in areas with a great potential for
development such as the United States, Asia and Northern Europe (where
beer and spirits dominated the market until now) and the positive impact of
the "French Paradox" on the image of wine are all factors that contribute to
the image of wine as a healthy, profitable sector in the medium term.

4) Belvédère's main market: Poland

Poland is the 4th market in the world – after Russia, the Ukraine and the USA – as far as vodka
consumption is concerned, and the second largest producer after Russia.

The growth of vodka consumption seems to suggest a regular decrease in exports, since in the
space of 10 years, the official market has grown from almost 400 million bottles of 50 cl to 285
million in 2000. However, there is so much traffic, fraud and illegal production that it is difficult
to obtain reliable statistics regarding the overall market, which is estimated at 45°-50° million
bottles of 50 cl. Nevertheless, we can expect that sales of bottom of the range vodka will fall in
favour of premium vodkas, as the Polish standard of living improves. What is more, the planned
closure within the next year of the "sieve border" on the Eastern side of Poland should enable the
official market to climb to an estimated number of 450 million bottles.

The market comprises 3 main brand categories. The consumer sales price shows their
positioning:

- 21 -
Main brands Sales price incl. tax
Category
(Market share in %) (bottle of 50cl at 40°)

Starogardzka Czysta (2%). Lodowa (6.9%).


Absolwent (19.1%). Premium (4.5%).
Lowest price (>60% market share) 21.5-23.5 PLN
Gorzka Zolad (4.8%). Zytnia Extra
(2%). Wyborowa (2.3%). Smirnoff (3.2%)

Zubrowka (3.4%). Soplica (3.6%).


Standard & premium brands (<30% market share) Luksusowa (4.6%). Bols (11.2%). 23.5-26.5 PLN
Sobieski (5.2%). Zawisza (1.6%)

Chopin. Metropolis. Fiedler.


Luxury (<10% market share) >30PLN
Krowlewska. Absolut. Finlandia
Source: Nielsen, September 2001

The main vodka brands in Poland

% of the
Polmos leader (majority
Brands market
proprietor)
(value)
Zubrowka Bialystok (State owned) 23.6%
Bols Unicom (Rémy Cointreau) 14.8%
Wyborowa Poznan (Pernod Ricard) 14.7%
Groupe Belvédère Starogard Gdanski 14.0%
Luksusowa Zielona Gora (State owned) 7.0%
Source: AC Nielsen, August – September 2001

Market share of the main brands


of vodka in Poland (in terms of value)

Absolwent
Other
Autres 19%
Zawisza 27%
Starogardzka 2%
Bols
Czysta
11%
2%
Lodowa
Wyborowa
7%
2%
Smirnoff Luksusowa
3% 5%

Zubrowka Sobieski
3% Soplica clear Gorzka 5%
4% Premium Zoladkowa
5% 5%

Source: Nielsen, September 2001

- 22 -
Following the privatisation of the twenty or so State owned distilleries
started in the fourth quarter of 1999, the Polish market will in future be
shared between around 10 brands that are already present on this market.
These brands are highly coveted by the main multinational companies in the
spirits sector (Pernod Ricard, Rémy Cointreau, Eckes, Diageo, etc.).

Furthermore, since the equivalent to the Evin law came into force last
September, alcohol advertising has become illegal. Market share will now
come to a standstill and external growth is the only way that new arrivals
will be able to have a significant say in the Polish market.

The Belvédère Group in Poland


Breakdown of 2001 sales in
GDP in2001 (billion $) : 182 Poland
per &product
Wine other products
GDP/inhabitant 2001 ($) : 4 721
Vins & autres
Growth rate in 2002 : 1.4% Empty bottles produits
Turnover in 2001: 110 million euros Bouteilles vides
14%

% of Belvédère's turnover in 2001: (EAW)


1%
83.8%
Volume in 2001 : 25 869 thousand Full bottles

Bouteilles pleines
8 %

Poland is the Belvédère Group's leading market in terms of volume and


value. in 2001, the Group achieved over 80% of its sales in Poland, selling
17.3 million bottles of vodka and 8 million bottles of wine. Since the
integration of Polmos Starogard Gdanski, the Group has a market share of
almost 14% of the vodka market, due to the following:

• the unexpected extent of the success of Sobieski vodka, mid range


controlled origin vodka at an affordable price launched in May 1998,
and which has become an internationally oriented brand in the space
of 15 months (5.2 % market share in Poland),

• the launch of Zawisza at the end of 1999, the second own vodka brand
(1.6% market share in Poland),

• the brands newly acquired via Polmos Starogard Gdanski (Gdanska,


Krupnik, Gorzka Zoladkowa and Starogardzka Czysta representing a
total of 6.7% of the Polish market),

• the reinforcement of the local commercial network (following the


acquisition of Polmos Starogard Gdanski).

- 23 -
THE CUSTOMERS

The end customers of BELVEDERE vary according to the approach to the markets and
the type of marketing agreement signed with our local partners. Invoicing is always
done on delivery.

Supply contracts: With this type of agreement, Belvédère is a supplier of luxury bottles.
The customers are mainly State factories. The parties are interdependent, as Belvédère
is the exclusive supplier and the factory is the exclusive customer. This excludes all
competition. If the contract is terminated, the model can be proposed to another partner.

Sub-contracting contracts: In the cases where Belvédère develops its own distribution
network, it sub-contracts the alcohol production and bottling activities. Its customers are
then generally wholesalers and supermarket distribution.

The distribution of consolidated turnover by type of contract is as follows:

2000 2001
Supply contract: 4.4 ME 3.7 ME
Sub-contracting contract: 112.7 ME 98.6 ME
Sale of wines: 20.1 ME 28.7 ME
Distilled alcohol: - 29 ME
Diverse: 0.4 ME 2.2 ME
TOTAL 136.7 ME 162.2 ME
ME = Million euros

Customer risk

Given the importance of turnover in Poland, a Coface insurance policy has been taken
out to cover the risk of non-payment. Furthermore, the customer risk is well spread out,
as the 10 largest customers represent 22.6% of consolidated turnover compared with
26.4% in 2000, and the largest customer only represents 3.8% compared with 4.7% in
2000.

Customers Turnover in % of total Group


thousand euros turnover (162.2 Million
euros)
1 6 092 3.8%
2 5 005 3.1%
3 4 546 2.8%
4 4 372 2.7%
5 3 600 2.2%
6 3 224 2%
7 2 625 1.6%
8 2 525 1.5%
9 2 341 1.4%
10 2 308 1.4%

- 24 -
Total 36 637 22.6%

Seasonality

The spirits sector is traditionally a seasonal activity, although our activities on the mass
market and wine sales make us less dependent on end of year festivities, with the 4th
quarter providing only 30% of our turnover compared with 40 to 50 % in previous years.

THE SUPPLIERS

The purchases of the Group for 2001 stood at 155.9 million euros, of which

135.9 million euros for the purchase of raw materials (bottles, alcohols, corks etc.) for
which the largest supplier outside the Group represents 30 % of this total.
5.8 million euros for promotional expenses
2.1 million euros approx. for transport
1 million euros lawyer's fees for current affairs
1.7 million euros for car hire.
the remaining 9.4 million euros are spread over various posts connected with operating
expenses.

- 25 -
Brands and licences per Type of Brand per country Type of drink
country drink
POLAND LATVIA
KROLEWSKA Vodka RIGA Vodka
FIDDLER Vodka SWITZERLAND
NORD VODKA Vodka GUILLAUME TELL Kirsch
PREMIUM Vodka LITHUANIA
DWOR ARTUSA Vodka GEDIMINAS Vodka
METROPOLIS Vodka KARVEDYS Vodka
SOBIESKI Vodka PREZIDENTO Vodka
PSZENICZNA Vodka LITUANICA Vodka
AKCYJNA Vodka CHILE
ZAWISZA Vodka MONTURA Pisco
GDANSKA * Vodka MEXICO
JAZZ * Vodka HACIENDA DEL Tequila
CRISTERO
STAROGARDZKA * Vodka SERBIA
ZOLADKONA GORZKA * Vodka KARADZIC Plum
KRUPNIK Vodka REUNION
Pierre Valade Wine LA BUSE Rum
Baron de Paris Wine JAPAN
PATERNEL Wine NIPPON Sochu
FILIPETTI Vermouth ZIPANG Sochu
RUSSIA UKRAINE
IVAN KALITA Vodka HETMAN Vodka
TIHI DON Vodka DERZHAVA Vodka
STAVROPOL Vodka LVISKA Vodka
TCHAÏKOVSKI Vodka ENEIDA Vodka
YOURI DOLGOROUKI Vodka TARAS Vodka
LIKSAR Vodka GREECE
NORD Vodka OUZO CLASSIC Ouzo
STARYI GIN Vodka SLOVENIA
STARAYA MOSKVA Vodka PRESEREN Fruit brandy
SIBIRSKAYA TROIKA Vodka LEBANON
BELARUS BAALBAK Arak
MINSKAYA Vodka CHINA
BALSAM Balsam SPECIAL EMPEROR COLLECTION Sorgho
GOLD CROWN Vodka ROYAL DRAGON Sorgho
TCHARODEI Vodka CAO CAO Sorgho
CZECH REPUBLIC GENGIS KHAN Sorgho
DVORAK Vodka KAZAKHSTAN
VLTAVA Vodka KAZAKSTAN Vodka
SLOVAKIA BERKUT Vodka
KRIVAN Vodka BRAZIL
BENIOVSKI Vodka RIO Cachaca
STEFANIK

- 26 -
BULGARIA
SIMEON Vodka
ROUMANIE
FESTIVAL 39 Vermouth
ATHENEUM Vodka
HONGRIE
LISZT Vodka

* Acquired on 17 January 2002

- 27 -
EVOLUTION IN WORKFORCE

Country Company names


Workfor Workfor Workfor Workfor
ce 1998 ce 1999 ce 2000 ce 2001
Germany BELVEDERE LOGISTIK 3 2 2 2
Germany BELVEDERE DEUTSCHLAND 0 1 1 1
Argentina BELVEDERE ARGENTINE 2 1 1 0
Armenia BELVEDERE ARMENIE 2 1 1 1
Brazil BELVEDERE BRESIL 0 2 2 0
Bulgaria BELVEDERE BULGARIA 3 2 10 25
China TIANJIN BELVEDERE 45 22 6 6
INTERNATIONAL TRADE CO
LTD
Denmark BELVEDERE NORDIC 0 1 1 0
France HEAD OFFICE incl. 2 7 9 9 9
expatriates
France BELVEDERE DIFFUSION SARL 5 7 9 5
France MAD SARL 5 4 3 1
Greece CLASSIC DRINKS EPE 2 1 1 0
Hungary BELVEDERE HUNGARIA 5 2 3 0
Lebanon ALCOMUST 2 1 1 0
Lithuania BELVEDERE PREKYBA 81
Lithuania BELVEDERE BALTIC 3 5 71 5
Poland BELVEDERE DYSTRYBUCJA 93 137 165 119
Poland CRIS VINS 46 44
Poland ALCO PEGRO 40
Poland FRANCE VINS COMPANY 15 13 7 11
Poland EURO-AGRO WARSZAWA 16 8 10 3
Belarus VOIE D’OR + GALLIART 15 26 62 56

Czech BELVEDERE CESKA 12 17 17 17


Republic
Romania ATHENEUM DRINKS INT’L + 5 7 0 0
VINALCOOL
Russia VREMENA GODA 41 44 94 94
Slovakia BELVEDERE SLOVENSKO 3 10 10 10
Slovenia VINS PRESTIGE 10 3 2 2
Switzerland BELVEDERE HELVETIA 0 2 2 0
USA SOBIESKI USA 0 7 7 9
Yugoslavia BELVEDERE YUGOSLAVIA 4 4 2
TOTAL 294 339 547 543

- 28 -
- 29 -
COMPOSITION OF THE GROUP WORKFORCE

1998 1999 2000 2001


Managers 46 59 65 90
Employees 248 280 482 453
Total 294 339 547 543

Administrative * 115 118 165 158


Commercial 179 221 382 385
Total 294 339 547 543

* of which management 3 4 4 7
control function

Average monthly salary 670.47 817.74 878.41 881.00


including social security
charges in euros
Progression 21.97% 7.42% 0.29%

The commitments of the Group in terms of retirement payments remain fairly insignificant. The
other preferential methods of the CRC 99-02 have been applied.

- 30 -
Production process
and commercial organisation
I. PREAMBLE

In recent years, three activities have gradually moved closer and closer together and
extensive transformations have occurred on the markets in Eastern European countries,
i.e. the end of State monopolies, the arrival of modern distribution and the decrease in
consumption of strong alcohols in favour of wine:

¾ The sale of luxury empty bottles (screen printed bottles) via supply contracts with a
local partner.

¾ The production and distribution of spirits in more sober packaging (labelled bottles)

¾ The distribution of wine, particularly Bulgarian wine, which is very popular in Central
Europe.

The three activities listed above are secured through the control of the entire chain of
value, which comprises the following links:

1st link: The brand portfolio.


The Belvédère group develops its own brands and has registered 150 brands around
the world.

2nd link: The distribution network


The group develops its own commercial structures and organises the promotion of its
key brands in developing countries.

3rd link: Strategic supply control.


The group has acquired 2 distilleries that not only ensure the security of supplies but
also allow substantial large scale economies to be made with regard to supplies and
stock management.

- 31 -
II. PRODUCTION PROCESS

Luxury bottle supply activity

Turnover: 3.7 million euros

This activity relies on a network of partner subcontractors who are all specialists from
their particular branch (designers, artists, mould plans, mould makers, glass workers,
decorators, transport).

Duration of process from production to distribution.

Process stages Duration


Start of project: 7 months max.
Market research 1 to 2 months
Design 1 to 3 months
Completion of a prototype 1 month
Fabrication of prototype moulds 1 month
Manufacturing process: 6 months max.
Production of glass – cork 3 to 4 months
Bottle decoration 2 months
Distribution process
Delivery to the customer 1 to 3 weeks
Payment by the customer in cash within 4 weeks

This activity is of an extremely seasonal nature, the 4th quarter represents an average of
50% of annual turnover.

Distribution of spirits activity

Turnover: 98.06 million euros

Duration of process from production to distribution.


For a volume per hour: 13,000 bottles

Process stages Duration


Manufacturing process: 1 ½ months max.
Purchase of basic alcohol (alcohol at 90) from agricultural 1 to 3 days from order to
marketing cooperatives delivery
Vodka production process 3 to 4 days
Production of glass-cork-label 1 month
Bottling Immediate
Storage time in the factory, free from tax on alcohols 1 to 3 days
Storage time in warehouses close to place of 1 to 3 days
consumption
Distribution process
Delivery to the customer 1 to 3 days
Payment by the customer In cash within 90 days

- 32 -
Wine distribution activity

Turnover: 30.98 million euros

Duration of process from production to distribution.

Process stages Duration


Supply process: 1 week max.
Purchase of bottled Bulgarian wine 1 week from order to
delivery
Payment of excise and customer duties At the border
Storage time 1 to 2 weeks
Distribution process
Delivery to the customer 1 to 3 days
Payment by the customer In cash within 90 days

- 33 -
Description of the technological process to produce and
bottle vodka

The production process is divided into 4 main stages:

Blending
This stage consists of mixing the ingredients listed in the recipe for the vodka to be
made.

The recipe for pure vodka contains a specific type of rectified alcohol as well as
demineralised water. When producing high quality vodka, various aromas and natural
substances to enhance the taste are also added.

Rectified alcohol – Alcohol obtained from the seed and other starchy material. It
is obtained by purifying raw alcohol during the rectification process.
In our vodka production process, we use rectified alcohol obtained solely from
high quality seeds (rye from the Mazowsze region)

Water: The water used comes from a source located in the very centre of the
Starogard Gdanski factory. It is first treated as follows;
• Softening – this process involves reducing the hardness of the water down to
1. The softened water is used for rinsing bottles.
• Demineralisation – this process consists of removing most of the various
components contained in the water. Only a very small quantity of salt
remains, which is what makes the water hard.

Demineralising water via reverse osmosis is the most modern technology from an
ecological point of view, as it does not use chemical components that may harm the
environment. This water is used to produce pure water.

The vodka is blended in three vats into which the ingredients are measured manually
before being mixed using purified compressed air inserted via foam traps.
Once the desired sensory and organoleptic parameters have been obtained, in
accordance with the recipe and the Polish norms, they are confirmed in the laboratory.
As soon as the results of the tests are positive, the vodka is filtered.

Filtration process
The vodka is clarified through Chamberland filters that retain particles between 10 and
0.2 µ, thus obtaining a liquid with a high degree of clarity and absorbing the organic
compounds that could have a negative effect on the organoleptic values of the vodka
produced.

- 34 -
Maturing process
The maturing process lasts between 1 day and 2 weeks depending on the product. The
taste becomes more uniform and the specific organoleptic values are established during
this period.

Bottling process
The production line is completely automatic, and can fill bottles of 5 cl 10 cl, 20 cl, 25 cl,
50 cl, 70 cl and 75 cl.
All the bottles used for production are new, although they are still rinsed with
demineralised water.

The quality of the process is guaranteed by automatisation, by the installation of check


points at the different production stages and by quality control tests in the laboratory.

In December 1998, the Starogard Gdanski distillery was awarded the


ISO 9001 norm in recognition of the quality of this process.

- 35 -
Risk
analysis
1. Executive risk
The development of the business depends on its two directors and
majority shareholders; if they disappeared the trademarks, subsidiaries
and the strengthening, currently in progress, of logistical organisation
would enable the business to continue, but development would be slowed
down.

2. Political risk
Certain countries will be confronted with unpredictable political changes.
This risk is limited by:
- The geographical diversification of BELVEDERE sales.
Furthermore, Poland, our main market, is considered to be one of the most stable States in
Eastern Europe.

3. The risk of dependence

Supply risk

- Luxury bottles: Suppliers in the field of luxury decoration and capping are limited in
number, which results in a risk of a break in supply.
The fact that the luxury bottles activity is not predominant limits this risk.

- Wine activity: The distribution of Bulgarian wine relies on a limited number of suppliers.

- Spirits activity: Since our bottles are filled in our own distilleries, there is no supply risk.

Commercial dependence

The customer risk is well distributed in that the 10 main customers represent 22.6% of
consolidated turnover compared with 26.4% in 2000, and the main customer alone
represents only 3.8% compared with 4.7% in 2000.

Risk of financial dependence:

Debt has voluntarily been shared between around ten banks to avoid too
much financial dependence.

Risk of dependence with regard to patents-brands- licences:

- 36 -
The Belvédère company has developed its entire brand portfolio and is not
dependent on any other company.

Risk of dependence on the parent company:

The capital of the parent company is controlled by the main directors who
hold 66.86% of voting rights (on 30 April 2002)

4. Market risks

Risk of lending rates:

Variable rate loans represent 95% of total debt (i.e. 45.613 thousand
euros), and can be broken down as follows:

Average rate
Loan in euros 8,700 Euribor +1 to 2 i.e. approx. 5.6%
Loan in Zloty (Polish 34,646 Polish Wibor +1 to 2 i.e. approx.
currency) 22%
TOTAL 43,346

- Loans contracted in euros do not represent a significant risk in terms


of lending rates given the short loan duration (the oldest loan matures
on 31 July 2004).
- Loans contracted in Zloty do not represent a significant risk in terms of
lending rates either in that Polish debt will mature in less than a year.
What is more, lending rates have started to drop sharply, and the
current value of the Wibor is approximately 9% (14 August 2002).

Exchange risk

- In the context of supply contracts, BELVEDERE invoices its customers


on the basis of a contractual price in euros, thus transferring the
exchange risk to its end customers..
- In the context of subcontracting, BELVEDERE operates using the local
currency and is therefore open to exchange risk; this risk is limited by
the delocalisation of production to Poland and by borrowing from local
lending institutions.
As Poland contributes 84% of Group turnover, each 1% variation in the exchange rate of the
Zloty has an impact on the financial accounts of 31 December 2001 as follows:
- 4 thousand euros on equity capital
- 370 thousand euros on turnover
- 5 thousand euros on operating profit/loss

- 37 -
Share risk:

The only shares owned are those in the company itself i.e. 84,974 Belvédère
shares at a rate of 26.19 euros.

Credit risk:

Short term loans in the form of overdrafts (33.287 thousand euros)


represent 73% of total debt (45,613 thousand euros). This ratio places
the group at a credit risk if the lines are not renewed. This risk declined
considerably in 2002 due to the receipt of funds from the transfer of the
Belvédère and Chopin brands (M$22) which was allocated to short term
debt payment.

Raw materials risk:

The group does not use any raw materials that are affected by ups and
downs of the international markets.
What is more, as a producer, we have no supply risk.

5. Risk of imitation
As with all original, luxury products, BELVEDERE is open to the risk of
imitation of its bottles and unfair trading practices. These products are
legally protected by registration of the trademark and model. The number
of sub-contracting industrial suppliers is limited. The highly technical
nature of production used by BELVEDERE makes imitation more difficult.
Lastly, most countries are stepping up their fight against imitations in the
context of the GATT.

6. Risk of changes in regulations


States may modify customs and tax conditions, or hygiene and food
production standards to the detriment of BELVEDERE products.

7. Risk of legal action by consumers


BELVEDERE may be exposed to complaints from consumers for
production defects which make the product improper or dangerous for
consumption (e.g. pieces of glass in a bottle). Risk covered up to
3,156,998 euros.

8. Risks from agreements signed with partners of the State

- 38 -
This partner is dependent on BELVEDERE over the whole of its production
cycle for use of the concept (registered trademarks and models). This
concept cannot be used without the knowledge of BELVEDERE.

9. Claims and arbitration.

¾ The end of the Millenium conflict

This conflict came to an end on 21 December 2001 when the Belvedere


Vodka and Chopin Vodka brands were transferred in exchange for the
payment on the same date of 16 million dollars and sequestration in favour
of Belvédère of 6 million dollars payable in three annual instalments in June
2002, June 2003 and June 2004.

¾ Euroverrerie claim

Belvédère is involved in a dispute with the Euroverrerie company for abruptly breaking off
commercial relations. Belvédère was sentenced to pay 535 000 euros by the first hearing before
the Commercial Court. Belvédère is appealing against this decision, and is still awaiting the
court's decision. To date, the company considers that it has strong arguments to back its position
and has not allocated any funds to pay the claim in its accounts of 31 December 2001.

As far as the company is aware, there are no other claims or arbitration in


progress or any other events that may have had an effect on or that may
recently have influenced the Group's financial situation, result, activity or
assets and liabilities.

10. Environmental risk

Luxury bottle sector: Subcontractors for screen printing are located in


France and comply with the legislation in force.

Vodka production: By nature, this activity does not cause very much
pollution. The reverse osmosis demineralisation technology used to
demineralise the water is the most modern technology from an ecological
point of view, as it does not use chemical components that may harm the
environment. This water is used to produce pure water.

11. Insurance and coverage of risks

Customer risk:
Given the substantial size of the turnover achieved in Poland, a Coface
insurance policy has been taken out to cover the risk of unpaid distribution
invoices up to 5,397,300 euros (i.e. approximately 21 million Polish Zloty)
which represents 44.7% of the customer portfolio of Belvédère Dystrybucja
on 30 June 2002.

Cover for industrial assets:

- 39 -
On 30 June 2002, Belvédère has two distilleries in Gdansk and Kolaszkowo. Industrial assets are
covered up to 23,477,586 euros (i.e. approximately 90 million Zloty).

Legal risk regarding products


In the event of a customer complaint, this risk is insured up to 3,156,998 euros

General risks
Business risks, particularly regarding stocks in the storage locations and
during transport are totally covered by a business risk insurance policy.

REPORT OF THE BOARD OF DIRECTORS


ON THE OPERATIONS OF THE FINANCIAL
YEAR ENDING 31 DECEMBER 2001

- 40 -
BELVEDERE

Société Anonyme (limited company) with capital of 2,982,200 Euros


Head office: 10 avenue Charles Jaffelin - BEAUNE (Côte d’Or)

380 695 213 R.C.S. BEAUNE

----------------

REPORT OF THE BOARD OF DIRECTORS


ON THE OPERATIONS OF THE FINANCIAL
YEAR ENDING 31 DECEMBER 2001

Ladies and Gentlemen,

We have convened this Mixed General Meeting, in application of the statutes and the
code of Commerce, in order to:

ƒ present to you an account of the activity of our Company, its subsidiaries and the
Group during the financial year ending 31 December 2001, the results of this activity
and the perspectives for the future, and to submit the financial statement, the annual
accounts and consolidated accounts for the said period for your approval and
distribution of results,

ƒ propose that you:

- renew the mandate of an incumbent co-auditor and deputy co-auditor.

- renew the authorisation given to the Company to buy back its own shares on
the Stock Exchange, particularly with a view to stabilising the share price,

- extend the authorisation conferred on the Board of Directors with a view to the
increase of share capital during the period of any take-over bid or exchange bid
directed at the shares of the company,

- authorise the revision of the company statutes in order to comply with the
provisions of the law dated 15 May 2001 with regard to the New Economic
Regulations.

The legally required convocations have been sent to you in due form, and all the
documents and papers specified by the regulations in force have been made available
to you before the set deadlines.

I – ACTIVITY OF THE COMPANY, ITS SUBSIDIARIES AND THE GROUP

- 41 -
A – ACTIVITY OF THE PARENT COMPANY

Our company has a holding activity controlling a network of 24 operational subsidiaries


compared with 32 in 2000, as a result of the restructuring plan.

Essentially, these subsidiaries play a marketing role.


Belvédère also has an activity of design and development of projects, opening markets
and negotiating with the network of subcontractors and suppliers.

B – ACTIVITY OF SUBSIDIARIES AND SHAREHOLDINGS


ME = Million euros

The turnover given for each consolidated subsidiary corresponds to its contribution to
the consolidated turnover; for non-consolidated subsidiaries, the turnover given
corresponds to its corporate turnover

1) – FRANCE

ƒ BELVEDERE DIFFUSION

Turnover for the year 2001 attained 1.68 ME (455.641 bottles of 50 cl) compared with
2.47 ME (447.000 bottles of 50 cl) for the previous period.

Created at the end of 1996, the mission of this subsidiary is to promote Belvédère
Group brands for French super-and hypermarkets and cafés, hotels and restaurants.

The objective for 2001 was to achieve a balanced situation once again. This objective
was not achieved due to a drop in turnover with regard to a decrease in activity in the
café, hotel and restaurant sector, in which solvency is not always guaranteed. This fall
in activity prompted us to reduce the by 3 people in 2001, and the company is
envisaging the possibility of drastic reductions in operating expenses in 2002.

In 2001, the cost of the restructuring plan came to 76.8 thousand euros.
In 2002, the effects of the restructuring plan will represent a saving of
approximately 380 thousand euros in operating expenses.

ƒ MAD

The mission of this subsidiary was to design bottle moulds with the creation of the
desired decoration for each brand, the sub-contracting of mould production, the supply
of blank glass from European glass-makers and sub-contracted screen-printing
decoration.

- 42 -
Since this subsidiary does not have any other activity outside the group, the corporate
turnover of 3,47 ME is annulled in consolidation. The delocalisation of the manufacture
of dry materials to Eastern European countries has resulted in a reduction in activity.

In 2001, the cost of the restructuring plan came to 91.5 thousand euros.
In 2002, the effects of the restructuring plan will represent a saving of
approximately 560 thousand euros in operating expenses.

ƒ L’ABBAYE DE TALLOIRES SA (non consolidated)

This Company, acquired at the beginning of 1998, operates a 4 star Hotel Restaurant
on the banks of the lake of Annecy, which constitutes a commercial showcase much
appreciated by our foreign customers and a communication tool for our financial
meetings.

Turnover on 31 December 2001 (financial period exceptionally lasting 13 months due to


the change of the date of closure decided by the General Meeting held on 29 June
2001) was 1.81 ME compared with 1.52 ME on 30 November 2000, i.e. an increase of
19%.
The net profit/loss stood at –0.1 ME at the end of December 2001, of which 0.2 ME
were amortizations compared with –0.7 ME on 31/12/2000 of which 0.2 ME were
amortizations.

2) – POLAND

ƒ EURO-AGRO WARSZAWA

Turnover for the year 2001 was 1.15 ME (704,378 bottles of 50 cl) compared with 0.96
ME (731,000 bottles of 50 cl) for the previous period.
The mission of this subsidiary is the sale of empty bottles to distilleries under supply
contracts.
Thanks to the synergies created between our various Polish subsidiaries, we were able
to reduce the workforce by 4 people in 2001, and intend to reduce the workforce further
by 1 more person in 2002. The work force will then comprise 2 people: 1 Director + 1
secretary.
In 2001, the cost of the restructuring plan came to 21.8 thousand euros.
In 2002, the effects of the restructuring plan will represent a saving of
approximately 106 000 euros in operating expenses.

ƒ BELVEDERE DYSTRYBUCJA

Turnover, including excise, for the financial year 2001 was 92.55 ME (18,057,060
bottles of 50 cl) compared with 104.15 ME (23,719,000 bottles of 50 cl) for the
previous period.

- 43 -
This subsidiary constitutes the 4th Polish vodka distribution network.

The reduction in turnover is mainly due to the decrease in vodka consumption as a


result of the significant increases in taxes on alcohol. On the other hand, the gross
margin continued to grow due to the reduction in production costs; the net margin per
bottle therefore stood at 0.65 euros in 2001 compared with 0.46 euros in 2000. In 2002,
the market should maintain the same level as in 2001, at around 285 million bottles of
50 cl, before recovering significantly in 2003 on account of 2 major factors:
¾ The end of the distillery privatisation programme and therefore the end of a policy of
price dumping.
¾ The reinforcement of customs checks for illegal vodka at the borders with Belarus
and the Ukraine.
In an official vodka market which is declining strongly, Belvédère Dystrybucja continues
to progress in terms of market share, and today occupies 6.1% of market share
compared with 6.9% in 2000. (Nielsen survey).
Following the acquisition of the Starogard Gdanski distillery, our market share stands at
14%, and we rank 4th on the list of operators.

We should note that the drop in vodka consumption in 2001 was most profitable for the
wine sector, which we entered in 2000 via our subsidiary Cris Vins (see below).

The Group had to introduce a restructuring plan in 2001 in order to rebalance the
situation:
- Reducing the workforce by 46 people.
- Reducing customer credits.
- Optimising stock management.
In 2001, the cost of the restructuring plan came to 205.35 thousand euros.
In 2002, the effects of the restructuring plan will represent a saving of
approximately 1,500,000 euros in operating expenses.

The perspectives for 2002 look better, given the reduction in bank rates in Poland,
which are today at around 9% (April 2002) compared with 22% at the start of 2001.
In the course of 2002, the acquisition of the Starogard Gdanski factory will generate
savings on a large scale, evaluated at approximately 3 ME. Bottling the Zawisza brand
in our factory started in early April 2002.

ƒ FRANCE VINS COMPANY

Turnover for the year 2001 was 0.51 ME (115,003 bottles) compared with 0.49 ME for
the previous period (91,000 bottles).

This subsidiary specialises in the sale of fine wines to Cafés – Hotels – Restaurants.

It constitutes an essential relay for Belvédère Dystrybucja for access to this clientele.
However, the "fine wine" sector has proved insufficient to make this structure profitable.
In 2002, France Vins will therefore have to change its focus to Supermarket Distribution
by means of the mass market wine "Baron de Paris".

- 44 -
ƒ CRIS VIN

Specialising in the distribution of Bulgarian wine, this Company was purchased on 1


August 2000. It is a subsidiary of BELVEDERE DYSTRYBUCJA.

The acquisition was decided as one of the measures to help develop our Bulgarian wine
activity, which has largely counterbalanced the drop in consumption of strong alcohol.
Margins on wine have increased significantly, rising from 0.24 euros per bottle in 2000
to 0.39 euros per bottle in 2001. What is more, this activity requires 10 times less
working capital than the vodka activity.

Turnover for the year 2001 was 12.66 ME (6,992,572 bottles) compared with 5.29 ME
for five months (2,455,000 bottles) in the previous period.

ƒ ALCO PEGRO

45% of this subsidiary is owned by Belvédère Dystrybucja following a capital


increase on 28/08/2001 and 55% is owned by Krzysztof TRYLINSKI. It is both a
distillery and bottling plant.

The purpose of this shareholding acquisition was to secure Belvédère Dystrybucja's


position in terms of supplies in case it failed to acquire a State-owned distillery. The
successful privatisation of Starogard Gdanski does not make Alco Pegro any less
interesting from an industrial point of view, since its geographical location in the
Mazovsze region, reputed for its rye and storage capacities free of alcohol duties,
represents two major assets

Turnover for the year 2001, the 1st year of consolidation, stood at 29.05 ME which
corresponds to the supply of rectified alcohol.

3) – CZECH REPUBLIC

ƒ BELVEDERE CESKA

Turnover for the year 2001 was 1.91 ME (334,595 bottles) compared with 1.86 ME for
the previous period (319,000 bottles).

The French Wines activity is predominant, with turnover of 1.80 ME. This subsidiary is
today one of the leading importers of French wines into the Czech Republic.

4) – BULGARIA

ƒ BELVEDERE BULGARIA

- 45 -
Turnover for the year 2001 was 0.88 ME (357,857 bottles of 50 cl) compared with 0.15
ME (26,000 bottles of 50 cl) for the previous period.

This increase in turnover is the result of a new commercial organisation introduced in


2000.

This geographical region is regarded as the strategic platform of our Bulgarian wine
activity.

5) – ROMANIA

ƒ ATHENEUM DRINKS

The Company had no activity in 2001.

ƒ VINALCOOL

The Company had no activity during the financial year 2000.


This Company was purchased on 12 February 1999 in the context of privatisation.
BELVEDERE holds 35.85 % of its capital. We no longer feel that this geographical area
is strategic given the current economic situation. We are negotiating for the sale of our
shareholding and should find a solution in 2002.

6) – HUNGARY

ƒ BELVEDERE HUNGARIA

Turnover for the year 2001 was 0.28 ME (79,337 bottles) compared with 0.30 ME
(69,000 bottles) for the previous period.

7) – SLOVENIA

ƒ VINS PRESTIGE

Turnover for the year 2001 was 0 ME compared with 0.17 ME for the previous period.

- 46 -
8) – CHINA

ƒ TIANJIN BELVEDERE INTERNATIONAL TRADE co ltd

Turnover for the year 2001 was 1.25 ME (294,784 bottles of 50 cl) compared with
1.39 ME (374,000 de bottles of 50 cl) for the previous period.

Given that we do not have enough financial or human resources, we have fallen back
on the activity of supplying empty bottles in association with two large distilleries. As a
result, we have had to close three distribution companies (Dalian, Shangaï, Pekin).
Nevertheless, when the time is right, the Group will extend its range and rebuild a
distribution network.

The cost caused by restructuring totals 305 000 euros.

9) –RUSSIA

ƒ VREMENA GODA

Turnover for the year 2001 was 5.97 ME (1,048,696 bottles of 50 cl) compared with
5.15 ME (1,032,000 bottles of 50 cl) previously.
Activity is gradually improving, but without taking excessive risks due to the political and
economic situations, that are now settling down. As conditions are settling down more
quickly, we are expecting significant changes on this market in 2002 with the arrival of
Supermarket Distribution, above all French, which will mean that we will have to adapt
our sales force to meet the market's new demands.

ƒ BELVEDERE ST PETERSBOURG
(non consolidated sub-subsidiary of Vremena Goda)

Turnover for the year 2001 was 2.83 ME compared with 0.18 ME for the previous
period.

ƒ IVAN KALITA (non consolidated sub-subsidiary of Vreména Goda located in


Krasnodar in Southern Russia)

Turnover for the year 2001 was 1.3 ME compared with 0.58 ME for the previous period.

10) –BELARUS

ƒ VOIE D’OR and GALLIART (non consolidated)

- 47 -
Turnover for the year 2001 was 4 ME compared with 3.7 ME for the previous period.

These two subsidiaries work together. We slowed down our activity due to the
government policies that do not give any guarantees regarding business security.

Given that there are considerable differences in accounting practices in Belarus and
France, these two subsidiaries cannot always be consolidated.

11) –
LEBANON

ƒ ALCOMUST (non consolidated)

This subsidiary no longer has any activity.

In 2001, the cost of the restructuring plan came to 178.400 euros.

12) – GERMANY

ƒ BELVEDERE LOGISTIK

This is the Group’s logistics subsidiary. It is responsible for following up orders with
suppliers and transporting products.

The subsidiary will be closed in June 2002, and logistics will be subcontracted.
Since there is no separate commercial activity, the cost of closure is insignificant.

In 2002, the effects of the restructuring plan will represent a saving of


approximately 150.000 euros in operating expenses for the full year.

ƒ BELVEDERE DEUTSCHLAND (non consolidated)

This subsidiary was created at the end of 1999 to market Group products in Germany.
Turnover was 0.38 ME in 2001 compared with 0.05 ME in 2000.

The subsidiary will be closed in June 2002. We are currently looking for a new partner.

In 2001, the cost of the restructuring plan came to 313.8 thousand euros

13) – SLOVAKIA

ƒ BELVEDERE SLOVENSKO (non consolidated)

- 48 -
Turnover for the year 2001 was 0.43 ME (68,826 bottles of wine) compared with 0.39
ME (69,000 bottles of wine) for the previous period.

Perspectives for the future are limited given the present economic situation. We have
therefore cut down the local structure. Our Czech subsidiary will take charge of this
activity.

In 2001, the cost of the restructuring plan came to 165.2 thousand euros
In 2002, the effects of the restructuring plan will represent a saving of
approximately 70 000 euros in operating expenses for the full year.

14) –GREECE

ƒ CLASSIC DRINKS (non consolidated)

Turnover for the year 2001 was 0 ME compared with 0.15 ME for the previous period.

This subsidiary has been put on hold, and activity will continue via our local partner.

In 2001, the cost of the restructuring plan came to 96,3 thousand euros.
In 2002, the effects of the restructuring plan will represent a saving of
approximately 36.4 thousand euros in operating expenses.

15) – ARMENIA

ƒ BELVEDERE ARMENIE (non consolidated)

Turnover for the year 2001 was 0.05 ME compared with 0.04 ME for the previous
period.

This subsidiary is responsible for supplying apricot and plum alcohol under the Tapan
brand. This product is mainly marketed in Russia, but there could be some interesting
openings in countries with large Armenian communities (France and the US, etc.).

16) – LITHUANIA

A country with 4 million inhabitants but a great potential. The market has started to
change, and the number of operators has dropped from 60 in 1999 to 4 in 2000. As far
as turnover is concerned, we are in 4th place, but we are the only group who operates
under its own brands. The other 3 competitors distribute Western brands under
licence.

- 49 -
Our organisation focuses on two separate activities, which do not compete with one
another:
- Belvédère Baltic manages the supply contracts for luxury bottles for local distilleries.
- Belvédère Prekyba manages the distribution of wine and spirits.

ƒ BELVEDERE BALTIC

Turnover for the year 2001 was 0.58 ME (359,300 bottles of 50 cl) compared with 0.91
ME (277,000 bottles of 50 cl) for the previous period.

ƒ BELVEDERE PREKYBA

Turnover for the year 2001 was 11.11 ME (8,837,563 bottles) compared with 9.60 ME
(7,440,000 bottles) for the previous period.

Until 2001, the mission of this subsidiary was to gain market share rapidly by offering its
clientele a very wide selection at affordable prices (i.e. + 5000 references).
In 2002, the subsidiary entered its second operational stage, which began in early 2002,
and involves reducing the selection by between 50 and 60 references, concentrating on
the Group's products with margins, i.e. vodka, wine and vermouth. This leads to
workforce cutbacks, from 78 to 35-40 people.

In 2002, the effects of the restructuring plan will represent a saving of


approximately 235 thousand euros in operating expenses for the full year.

17) – ARGENTINA

ƒ LIQUEURS BELVEDERE ARGENTINE (non consolidated)

Turnover for the year 2001 was 0 ME compared with 0.14 ME for the previous period.

The country's bankruptcy caused us to depreciate all our assets.

In 2001, the cost of the restructuring plan came to 548.96 thousand euros.

18) – BRAZIL

ƒ BELVEDERE BRESIL (non consolidated)

Turnover for the year 2001 was 0 ME compared with 0.15 ME for the previous period.

- 50 -
The economic situation is similar to that of Argentina. Consequently, we also had to
depreciate all our assets in Brazil.
In 2001, the cost of the restructuring plan came to 383.20 thousand euros.

19) –
SWITZERLAND

ƒ BELVEDERE HELVETIA (non consolidated)

Turnover for the year 2001 was 0 ME compared with 0.26 ME for the previous period.

In order to put our strategic repositioning into practice, we gave up the idea of
developing an activity of our own, which required too much financing. Instead, we
concentrated on our partnership with a local operator.
In 2001, the cost of the restructuring plan came to 609.35 thousand euros.

20) – UNITED STATES

ƒ SOBIESKI USA

Turnover for the year 2001 was 1.39 ME compared with 0.61 ME for the six months
represented by the previous period.

Activity suffered heavily from the American conflict. A turnaround is expected to take
place in the second half of 2002. This is dependent on releasing a promotional budget
and redefining the local organisation.

21) – SERBIA

ƒ BELVEDERE YUGOSLAVIA

Turnover for the year 2001 was 0.24 ME compared with 0.03 ME for the previous
period.
This subsidiary is active in an area covering Croatia, Bosnia and Serbia.
Following the latest events, activity has slowed down considerably and our workforce
has already been reduced in 2000. However, we continue to pay special attention to the
remedying the situation in Serbia and Croatia.

C – ACTIVITY OF THE GROUP

- 51 -
2001: a decisive year

♦ In Poland: The market is radically changing, as expected, and the consumption of


strong alcohol is decreasing in favour of wine. This is why the Group has invested
both sectors. The fall in volumes of Vodka, from 23.7 million bottles in 2000 to 17.5
million bottles in 2001 is compensated partly by the increase in volumes of
Bulgarian wine, which rose from 3.3 million bottles to 8 million bottles, and partly by
the higher margins on vodka and wine.

♦ Other countries: our activity is growing in Lithuania and Russia. On the other hand,
most of the subsidiaries that failed to be profitable in the West were put on hold in
order to concentrate on partnerships with local operators instead from now on.

The financial year 2001 was marked by the following events:

¾ The end of the Millenium conflict

This conflict came to an end on 21 December 2001 when the Belvedere Vodka and
Chopin Vodka brands were transferred in exchange for the payment on the same date
of 16 million dollars and sequestration in favour of Belvédère of 6 million dollars payable
in three annual instalments in June 2002, June 2003 and June 2004.

¾ Shareholding acquisition in a small distillery: Alco Pegro


Acquisition of 45% of the capital for the sum of 3,700,000 Zloty on 28/08/2001.
Sub-subsidiary of Belvédère Dystrybucja, the company is both a distillery and
bottling plant.
The purpose of this shareholding acquisition was to secure Belvédère Dystrybucja's
position in terms of supplies in case it failed to acquire a State-owned distillery. The
successful privatisation of Starogard Gdanski does not make Alco Pegro any less
interesting from an industrial point of view, since its geographical location in the
Mazovsze region, reputed for its rye and storage capacities free of alcohol duties,
represents two major assets

¾ Acquisition of a distillery: Polmos Starogard Gdanski

The distillery achieves 80% of its turnover in Northern Poland thanks to its main brands
shown below:

. Gdanska vodka
. Krupnik vodka
. Zolakkowa Gorzka vodka
. Starogardzka Cysta vodka

- 52 -
As a result of this acquisition, the Belvédère group increases its market share to 14%,
becoming the 4th operator on the Polish market.
The classification at the end of July was as follows:

¾ 1st Polmos Bialystok (State owned) .................. 22.9%


¾ 2nd Unicom Bols (Rémy-Cointreau group) ........... 14.9%
¾ 3rd Polmos Poznan (Pernod-Ricard group) ....... 14.4%
¾ 4th Belvédère + Starogard Gdanski ................. 14.0%
¾ 5th Polmos Zielona Gora (State owned) ................ 7.1%
¾ 6th Polmos Jozefow (UDV Smirnoff)..................... 4.5%
¾ 7th Polmos Lublin .................................................. 3.7%

On 17 January 2002, Belvédère Dystrybucja paid the Polish authorities the sum of
approximately 9 million euros for the acquisition of the Starogard Gdanski factory. This
payment was the condition for the transfer of ownership.

¾ Introduction of a restructuring plan


Following the poor results of 2000, the Group introduced a drastic plan in order to
recover its equilibrium, involving the following measures in particular:
- Putting on hold or even closing non-profitable subsidiaries.
- Strategic repositioning consisting of choosing partnerships in the West with local
operators who are well established in supermarket distribution, and of concentrating
our efforts in Eastern countries in order to increase market share.
- Reducing our operating expenses, above all in terms of work force.
- Tightening customer credits
- Just-in-time stock management

Negotiations during the financial year with the banking pool with regard to balancing our
finances were completed when the Philips Millenium dispute came to an end. In 2002,
the Group will continue its research to ensure long term financial stability.

D – INTERNAL ASPECTS

The reduction in work force for each subsidiary is as follows:

Subsidiary Reduction
ƒ Belvédère Dystrybucja - Poland 45 people
ƒ Euro Agro Warszwa – Poland 3 people
ƒ Belvédère Diffusion – France 4 people
ƒ MAD – France 3 people
ƒ Belvédère Helvétia 2 people
ƒ Classic Drinks – Greece 1 person
TOTAL 58 people

- 53 -
At the same time, to complete its large scale savings programme, at the start of
November 2001, the Group strengthened its financial team with the nomination of a new
Financial Director in Poland.
The new Director is French, and amongst other things, his main mission shall be to
expose the potential synergies across the Group's different distribution networks:

• Belvédère Dystrybucja
• Polmos Starogard Gdanski
• Cris-Vins.

E – ACTIVITY IN THE FIELD OF RESEARCH AND DEVELOPMENT

No activity of this type to be reported.

II – EVENTS OCCURRING AFTER THE END OF THE FINANCIAL YEAR –


PERSPECTIVES FOR 2002

1) – EVENTS OCCURRING AFTER THE END OF THE FINANCIAL YEAR

On 17 January 2002, Belvédère Dystrybucja paid the Polish authorities the sum of
approximately 9 million euros for the acquisition of the Starogard Gdanski factory. This
payment was the condition for the transfer of ownership.

2) – PERSPECTIVES FOR 2002

• The acquisition of the distillery Polmos Starogard Gdanski, that will be integrated
within the perimeter of consolidation as of 1 January 2002, makes Belvédère an
important operator on the Polish Vodka market. The Belvédère group's market
share stands at 14%, i.e. more or less the same level as each of the two French
groups established in Poland (Remy Martin and Pernod Ricard).
The priority within this new perimeter is to reveal possible synergies that could lead to
significant large scale savings:
- optimisation of sales forces
- globalisation of supplies
- rationalisation of production of Group brands
- pooling of marketing, promotional, administrative and financial resources, etc.

• The development of the "wine" sector is the second profitable growth area. In this
branch, extensive synergies are gradually being set up between Belvedere
Dystribucja and Cris Vins, the Bulgarian wine distribution subsidiary acquired in

- 54 -
August 2000. As a reminder, this very lucrative sector requires 10 times as much
working capital as for spirits.

• Now that its disputes have been settled, and with the benefits of three professions
integrating the value chain: luxury bottle designer, wine and spirits distributor and,
from now on, vodka producer, in 2002, the Belvédère Group should establish itself
as a player to be reckoned with on some promising markets.
• Assuming the same exchange rate and when integrating Polmos Starogard Gdanski,
turnover for 2002 should come to around 230 million euros, including tax and duties,
compared with 162 million euros in 2001. The accounts should continue to be
corrected in 2002, particularly as a result of the savings associated with the
restructuring plan, evaluated at 3 million euros.

III – ECONOMIC AND FINANCIAL RESULTS OF THE GROUP

1) – CORPORATE ACCOUNTS (Parent company)

For the financial year ending 31 December 2001:

ƒ net turnover was 6.80 Million euros compared with 11.71 million euros for the
previous financial year, representing a fall of 41.9 %.
This fall is due to:
- on the one hand, the reduction in the parent company's activity as a result of re-
invoicing consolidated subsidiaries with no added value, since the subsidiaries in
question can now obtain their supplies directly.
- on the other hand, the fact that the group has stopped making deliveries to the
subsidiaries that have been closed or put on hold.

ƒ total operating income attained: 7.13 million euros compared with 11.85 million
euros for the previous period,

ƒ operating expenses for the financial period attained 9.96 million euros compared
with 15.49 million euros for the previous period;

ƒ the operating profit/loss was a loss totalling 2.83 million euros compared with a loss
of 3.65 million euros for the previous financial period;
This greater loss can be explained mainly by the reduction of fees paid to sales
representatives, since the Group is now active on all the interesting markets.

ƒ the financial result is a loss of 9.13 million euros compared with a loss of 4.74 million
euros for the previous financial period.

This decline is mainly due to:


- the agreements regarding re-invoicing financial interest by Belvédère Dystrybucja
i.e.: 2.3 million euros.
- depreciation of long term investments of 5.1 million euros.
- depreciation of subsidiary current accounts of 2.3 million euros.

- 55 -
- Furthermore, these charges are compensated by a revision of the provision for own
shares of 1.2 million euros in 2001 compared with a provision of 2.8 million euros in
2000.

ƒ The current result for the financial year shows a loss of 11.97 million euros
compared with a loss of 8.40 million euros for the previous year;

ƒ The non-recurring result for the financial year shows a profit of 14.34 million euros
compared with a loss of 1.27 million euros previously due to the transfer of the
"Belvédère" and "Chopin" brands, less lawyer's fees and the cost of destroying the
stocks in question.

Taking these elements into account, the result for the financial year shows a profit of
1.57 million euros compared with a loss of 7.44 million euros for the previous year.

Attached as an annex to the present report is the table of results in application of article
148 of the Decree of 23 March 1967.

- 56 -
2) – CONSOLIDATED ACCOUNTS

CONSOLIDATED RESULTS
in million euros
2001 % 2000 % Variation

Turnover (1) 162.22 100.0% 137.80 24.42


100.0
%
Gross margin (2) 27.51 16.9% 23.85 17.3% 4.47
External expenses (3) -19.38 -11.95% -17.60 -12.8% -2.59
Tax and social (4) -5.67 -3.5% -6.14 -4.5% 0.47
expenses
Gross Operating 2.46 1.5% 0.11 0.1% 2.35
Profit before mass
layoff and
reclassification
Cost of mass layoff -0.42 -0.3%
and reclassification
Gross Operating 2.04 1.3% 0.11 0.3%
Profit
Expenses for -0.80 -1.84
depreciation and
deferred expenses
Expenses and -2.29 -1.75
reversals of
provisions
Cost of restructuring -0.53
plan
Operating -1.58 -1.0% -3.48 -5.6% 1.90
profit/loss
Financial (5) -7.51 -4.6% -10.59 -15.0% 3.08
profit/loss
Current profit/loss -9.09 -5.6% -14.07 -20.6% 4.98
Non-recurring (6) 14.07 -2.44 -3.6%
profit/loss
Consolidated -0.42 -0.18
goodwill
Minority interests -0.15 0.32
Profit/loss, group 4.41 2.7% -16.37 -20.0%
share before
corporation tax
Corporation tax (7) -2.46 2.71
Net profit/loss, group 1.95 -13.66 -20.0%
share

- 57 -
(a) Turnover increased by 24.42 million euros mainly due to the integration of a Polish
subsidiary within the perimeter. Excluding excise, turnover stood at 84.46 million euros
compared with 68.31 million euros previously. This increase is mainly due to the wine
activity.

(b) The gross margin increased due to the rise in turnover. After taking into account
costs directly associated with sales, the direct cost margin comes to 23 million euros
compared with 16.5 million euros in 2000, i.e. a margin rate on turnover excluding
excise of 27.2% compared with 24.2 % in 2000.

(3) External expenses increased by 2.6 million euros due to the extension of the
perimeter.

(4) This drop is mainly due to workforce cutbacks in Poland.

(5) The financial result includes bank interest of –6.5 million euros, provisions for –2.3
million euros of depreciations of financial assets associated with stopping the activity of
certain subsidiaries, and a recovery of internally controlled provisions of +1.2 million
euros.

(6) The non-recurring result incorporates 17.8 million euros of income from the
settlement of the Phillips Millenium conflict, from which the costs generated, i.e. the
destruction of stocks and legal fees must still be subtracted, i.e. a total of–3.8 million
euros. As a reminder and subject to contract bond, $6 million will be cashed in three
instalments on 29 June 2002/2003/2004.

(7) Corporation tax causes hardly any reduction in the company's cash position due to a
tax credit.

---------------------

The financial year 2001 reflects the effects of the restructuring plan in terms of both
profits and costs.

In terms of profit
Gross operating income before the cost of the mass layoff and reclassification
increased from 0.11 million euros at the end of 2000 to + 2.65 million euros at the end
of 2001, i.e. an improvement of 2.54 million euros.
This improvement is mainly due to the higher prices for vodka and wine in Poland and
the reduction in direct costs.
The operating profit / loss stands at –1.58 million euros but after subtracting the
restructuring costs, it comes to – 0.62 million euros, an improvement of +2.75 million
euros. It must be pointed out that the provision for deferred expenses of –0.80 million
euros is the final annual instalment of the deferment plan started 3 years ago.

In terms of cost
The restructuring plan incurred costs of 3.22 million euros. This figure not only includes
the costs for subsidiaries put on hold during 2001 but also for those that will be put on
hold in 2002, so that the expenses associated with our strategic repositioning plan can

- 58 -
all be taken into account during the financial year 2001. However, in 2002, we will reap
the benefits of the savings obtained by the reorganisation of the Group. The positive
incidence on operating expenses is estimated at 3 million euros for a full year. In
addition, the acquisition of the Starogard Gdanski distillery will generate savings on the
same scale.

Debt situation

- The Group's net debt, which previously stood at 35 million euros (230 million Francs)
at the end of 2000 is reduced to 23 million euros (157 Million Francs) at the end of
2001.
- It only improved at the end of the year once the Group had received the payment in
exchange for the sale of the Belvédère and Chopin brands.
- Financial costs will fall substantially in 2002 due to the decrease in debt and the
sharp drop in interest rates in Poland.
- At the same time, the Group intends to continue reducing its debt.

The following table gives a geographical breakdown of activity:

Country Turnover in % Turnover in %


thousand thousand
euros euros
31/12/2001 31/12/2000

Poland 135 912 83.78% 110 883 80.47%


Lithuania 11 683 7.20% 10 522 7.64%
Russia 6 197 3.82% 6 291 4.57%
Czech rep. 1 912 1.18% 1 854 1.35%
France 1 685 1.04% 2 463 1.79%
USA 1 388 0.86% 604 0.44%
China 1 249 0.77% 1 387 1.01%
Bulgaria 884 0.54% 148 0.11%
Ukraine 642 0.40% 769 0.56%
Belarus 150 0.09% 473 0.34%
Others 532 0.33% 2 405 1.75%

TOTAL 162 234 137 799

IV – PRESENTATION OF CORPORATE AND CONSOLIDATED ACCOUNTS –


EVOLUTION IN THE PERIMETER OF CONSOLIDATION

- 59 -
1) - PRESENTATION OF CORPORATE AND CONSOLIDATED ACCOUNTS

The annual accounts and consolidated accounts of 31 December 2001 which we are
submitting for your approval have been established in accordance with the rules of
presentation and methods of evaluation provided for by the regulations in force.

The rules and methods of evaluation used are identical to those used for the previous
financial year for the corporate accounts.

2) – EVOLUTION IN THE PERIMETER OF CONSOLIDATION

A list of the companies within the perimeter of consolidation of the BELVEDERE Group
is given in the annex to the consolidated accounts.

¾ The following subsidiaries have entered the perimeter of consolidation:

- ALCO PEGRO (Poland), at 45%

¾ The following subsidiaries have left the perimeter of consolidation: None

V – ALLOCATION OF THE RESULT

The company results show a profit of 1,567,785 euros.

We propose to you that the profit shall be allocated to the account "to be carried
forward", which thus changes from -5.203.513,64 euros to -3.635.728,64 euros

In accordance with the provisions of article 243 bis of the Code Général des Impots
(French tax law), we remind you that the sums distributed as dividends for the three
previous financial years have been as follows:

FINANCIAL YEAR DIVIDEND TAX CREDIT DECLARED


DISTRIBUTED PER SHARE INCOME
PER SHARE PER SHARE

1998 0.1524 eur 0.0762 eur* 0.2286 eur*


0.45 eur* 0.2210 eur*

1999 0.3049 eur 0.1524 eur* 0.4573 eur*


0.1219 eur* 0.4268 eur*

- 60 -
2000 Nil Nil Nil

* Depending on the tax category to which the shareholder belongs, according to the
definitions of article 158 bis, amended, of the Code Général des Impôts

VI – RENEWAL OF THE MANDATES OF THE CO-AUDITORS

We request that you renew the mandate of the incumbent co-auditor, the Cabinet
KPMG FIDUCIAIRE DE FRANCE, and the mandate of the deputy co-auditor, Monsieur
Rémy TABUTEAU.

VII – NON TAX-DEDUCTIBLE EXPENSES

In accordance with the provisions of article 223 quater and 223 quinquies of the Code
Général des Impôts, we inform you that the accounts for the financial year include the
sum of 1,441 euros, corresponding to non tax-deductible expenses.

VIII – SUBSIDIARIES AND SHAREHOLDINGS

We have presented the activity of the subsidiaries and controlled Companies to you in
our presentation of the activity of the Company. The table of subsidiaries and
shareholdings is joined as annex to the present report.

We present the following information to you concerning these subsidiaries and


shareholdings:

1) – NEW SHAREHOLDINGS ACQUIRED

During the financial year, our Company acquired shareholdings in the following:

ƒ Alco Pegro (Poland), a subsidiary of Belvédère Dystrybucja at 45 %, by increasing


its capital.

2) – INCREASE IN SHAREHOLDINGS

None

3) – REDUCTION IN SHAREHOLDINGS

Our shareholding in the Abbaye de Talloires dropped from 18% to 9.97% following a
increase in capital proportional to our shares in the company.

- 61 -
IX – COMPANIES CONTROLLED

NAME OF CONSOLIDATED COUNTRY % holding in equity


SUBSIDIARIES capital

Belvédère logistik GERMANY 90.00%


Belvédère Bulgaria BULGARIA 100.00%
Tianjin Belvédère international CHINA 100.00%
Trade Co Ltd
Belvédère Diffusion FRANCE 100.00%
Mad Sarl FRANCE 100.00%
Belvédère Hungaria HUNGARY 80.00%
Belvédère Baltic LITHUANIA 80.00%
Belvédère Prekyba LITHUANIA 65.66%
Belvédère Dystrybucja POLAND 100.00%
Euro-Agro Warszawa POLAND 67.00%
France Vins POLAND 98.80%
Cris Vin POLAND 90.00%
Alco Pegro POLAND 45.00%
Athéneum Drinks Int'l ROMANIA 51.00%
Vremena Goda RUSSIA 55.00%
Vin Prestige SLOVENIA 51.00%
Belvédère Ceska CZECH REP. 98.60%
Sobieski USA USA 100.00%

NAME OF NON-CONSOLIDATED COUNTRY % holding in equity


SUBSIDIARIES capital

Belvédère Deutschland GERMANY 75.00%

Belvédère Arménie ARMENIA 60.00%


Voie d'Or BELARUS 60.00%

Galliart BELARUS 99.50%

ABBAYE de Talloires FRANCE 9.97%


Belvédère St Petersbourg RUSSIA 55.00%
Ivan Kalita RUSSIA 55.00%
(Southern
Russia)
Belvédère Slovensko SLOVAKIA 100.00%

- 62 -
Belvédère Helvétia SWITZERLAND 100.00%
Belvédère Yugoslavia SERBIA 100.00%

NAME OF SUBSIDIARIES COUNTRY % holding in equity


WITHOUT ACTIVITY capital

Belvédère Argentina ARGENTINA 95.00%

Belvédère Brésil BRAZIL 95.00%


Belvédère Nordic DENMARK 100.00%
Sobieski FRANCE 100.00%
Classic Drinks GREECE 100.00%
Alcomust LEBANON 98.50%
Euro-Agro-Roumania ROMANIA 51.00%
Vinalcool ROMANIA 35.85%
Youg Rossii RUSSIA 80.00%
Ivan Kalita RUSSIA 51.00%
(Moscow)
Vltava Prod Sro CZECH REP 100.00%

X – INFORMATION CONCERNING SHARE CAPITAL AND VOTING RIGHTS

ƒ Distribution of share capital and voting rights

In accordance with the provisions of article L 233-13 of the Code de Commerce (French
trade law) and taking into account the information and notifications received in
application of articles L 233-7 and L 233-12 of the said Code de Commerce, we present
to you below the identity of the shareholders possessing more than a twentieth, tenth,
fifth, third, half or two thirds of the share capital or voting rights:

On 31 December 2001:

- The ROUVROY family possesses more than one fifth of the share capital (25.81 %)
and voting rights (32.97 %)

- Monsieur and Madame Krzysztof and Elisabeth TRYLINSKI together possess more
than one fifth of the share capital (23.46 %) and voting rights (33.14 %)

ƒ Modifications in the distribution of share capital and voting rights during the financial
year

- 63 -
No notification concerning the crossing of legal thresholds was received by the
Company.

ƒ Evolution in the Stock Exchange share value

The value of the BELVEDERE share was 12.25 euros on the opening day 1 January
2001, and 26.19 euros on the closing day 31 December 2001.

Since its introduction into the Stock Exchange on 21 January 1997 at 19.06 euros, the
value of the share has increased by 37.5%

XI – INFORMATION REGARDING THE EXECUTIVE OFFICERS

In order to meet the new provisions resulting from the Law on New Economic
Regulations dated 15 May 2001, incorporated into article L 225-102-1 of the Code de
Commerce, we report the following:

1) the total payment and advantages of any kind paid during the financial year to
each executive officer, together with the amount of the payment and advantages
of any kind that each officer received during the financial year from companies
controlled as per article L 233-16 of the Code de Commerce

COMPANY MANDATE AND TOTAL PAYMENT


Company name FUNCTION CARRIED and advantages of any kind
Amount of share capital OUT
Address of head office
City and trade register no.
Jacques Rouvroy President 123,484 euros incl. tax

Krzysztof Trylinski General Manager 114,337 euros incl. tax

Jacques Bergel Director Nil

Jean Moreno Director Nil

- 64 -
2) the list of all the mandates and functions carried out in all the companies
by each of the officers

MANDATES AND
FIRST NAME - COMPANY FUNCTIONS
SURNAME CARRIED OUT

- Abbaye de Talloires - President


Mr Jacques ROUVROY - Sobieski Sarl - Manager
- Euro Agro Warszawa - Co-Manager
- France Vin Cie - Co- Manager
- Belvédère Dystrybucja - Co- Manager
- Financière du Vignoble - Co- Manager
- Abbaye de Talloires - Director
Mr Krzysztof TRYLINSKI - Euro Agro Warszawa - Co-Manager
- France Vin Cie - Co- Manager
- Belvédère Dystrybucja - Manager
- Bergel Srl - Manager
Mr Jacques BERGEL - Abbaye de Talloires - Director

Mr Jean MORENO - Abbaye de Talloires - Director

XII – STOCK-OPTIONS

In accordance with the provisions of article L 225-184 of the Code de Commerce, the
General Meeting is informed of the options plans implemented by means of the special
report, annexed to the present report.

XIII – ACCOUNT OF SHARE PRICE STABILISATION OPERATIONS CARRIED OUT


BY THE COMPANY DURING THE FINANCIAL YEAR

By virtue of the provisions of article L 225-111 of the Code de Commerce and following
the authorisation accorded by the Mixed General Meeting of 29 June 2001, we inform
you that the Company has carried out the following transactions during the financial
year ending 31 December 2001:

- Number of shares purchased during the year: 57.116


- Number of shares sold during the year: 22.336
- Number of shares registered in the company's
name on 31 December 2001: 84.974
- Fraction of capital represented by these shares: 5.70 %
- Estimated value of the shares at purchase price: 4,046,968 euros
- Nominal share value: 2 euros
- Grounds for acquisitions carried out: price stabilisation
- Average purchase price: 17,11 euros
- Average sale price: 21,91 euros
Amount of negotiation fees: 4.624 euros

- 65 -
These acquisitions did not involve any participation contracts via an intermediary.

XIV – RENEWAL OF THE AUTHORISATION GIVEN TO THE COMPANY TO BUY


BACK ITS SHARES ON THE STOCK EXCHANGE

We propose that you once more authorise the Company to operate its own shares on
the Stock Exchange, in the framework of the provisions of article L 225-209 of the Code
de Commerce, with the sole purpose of (in decreasing order of priority):

- Buy and sell company shares according to market situations,

- Keep and sell the shares purchased,

- Transfer the shares as payment or exchange in the context of external growth


operations,

- Grant purchase options to employees and / or executives of the Company and / or


its group.

Other uses for this share buy back programme are not envisaged.

In accordance with the law, an information note certified by the COB will have been
published in the national economic press before the General Meeting.

ƒ Maximum number of shares to be purchased: 149 110 shares (including the shares
already owned)

ƒ Price range limited to 15 euros, minimum sale price, and 150 euros, maximum
purchase price, subject to adjustments resulting from possible operations concerning
the Company capital.

The maximum amount allocated to this programme is 22,366,500 euros, financed by the
own resources.

The buy back of shares may be effectuated by all legal means, on one or several
occasions.

- Validity of the authorisation: until the date of the next General Meeting for approval
of accounts, within the legal limit of eighteen months from the date of the Annual
General Meeting for approval of accounts of 31 December 2001.

The Board of Directors must, if you adopt this resolution, give you an account each year
of the use they have made of this authorisation.

- 66 -
XV – EXTENSION OF THE AUTHORISATION TO INCREASE THE CAPITAL
DURING THE PERIOD OF ANY TAKE-OVER BID OR EXCHANGE BID DIRECTED
AT THE SHARES OF THE COMPANY.

We suggest that you should give the Board of Directors express permission, until the
date of the next General Meeting for the approval of annual accounts, to use the
delegations conferred on it by the General Meeting of 29 June 2001 to increase the
share capital by all legal means, during the period of any take-over bid or exchange bid
directed at the shares of the Company.

XVI – VERIFICATION BY THE AUDITORS

We shall read the following to you:

ƒ the general report of your co-auditors on the corporate accounts,

ƒ the report of your co-auditors on the consolidated accounts,

ƒ their special report on the conventions referred to in articles L 225-38 and the
following articles of the Code de Commerce,

XVII – PROPOSAL TO UPDATE THE COMPANY STATUTES IN ORDER TO


ENSURE THAT THEY COMPLY WITH THE LAW OF 15 MAY 2001 WITH REGARD
TO THE NEW ECONOMIC REGULATIONS

Within the framework of the application of the provisions of the law of 15 May 2001 with
regard to the new Economic Regulations, we suggest that the company statutes should
be updated and, to be precise, that the following modifications should be made:

- The maximum number of Directors allowed is now 18, except in the event of specific
provisions during a merger;

- The number of mandates of Directors, members of the Board of Trustees and


permanent representative of a legal entity, Director of member of the Board of
Trustees is limited to five,

- The definition of the role of the President of the Board of Directors;

- The redefinition of the role of the Board of Directors regarding company


management. In future, the Board of Directors is in charge of management control
allotted to the General Manager, and decides on the strategic orientations of the
company;

- 67 -
- The conditions under which the Board can choose between the President or a
specific General Manager, the person to take charge of the general management of
the company.

- As far as summoning the Board of Directors is concerned:

The possibility for Directors forming at least a third of the members of the Board to
ask the President to summon the Board if the latter has not met for over two months.
In this case, the Directors may no longer summon the Board directly.

The possibility for the General Manager to ask the President to summon the Board
of Directors.

- The possibility for Directors to take part in some sessions of the Board of Directors
meetings by video link. We must specify that taking part in the Board of Directors
meetings by video link shall be forbidden, in accordance with the law, when making
resolutions regarding the closure of the corporate accounts or consolidated
accounts, the nomination or revocation of the President of the Board of Directors,
the General Manager or the Delegate General Managers.

- The new provisions applicable to the conventions signed with regard to a legal entity
with its members and managers extend, particularly the field of application of articles
L 225-38 and the following articles of the Code de Commerce, to shareholders
whose share of voting rights exceeds 5%,

- The compulsory approval of the consolidated accounts by the General Meeting.

CONCLUSION

Belvédère has kept its promises and has proved, during 2001, that it is capable of
making a profit again.
We would like to thank our colleagues and shareholders for their confidence in us and
for the perseverance they have shown throughout the year.

THE BOARD OF DIRECTORS


12 April 2002

- 68 -
SPECIAL REPORT ON THE STOCK OPTIONS PLAN

Names Plan no.1 Plan no.2


dated dated
16/12/98 17/11/2000

Financial year date 16/12/01 17/11/03


Financial year price 49.85 15.25
Waldemar RUDNIK 3 500
Catherine PACZESNIAK 1 000 1 500
Ning Yu ZHOU 3 000 1 000
Jean Pierre HOTTINGER 500 1 000
Alexandre PAYET 1 500 1 000
Roberto POSTERNAK 1 000
Dunja KIRCHNER 1 000 500
Christophe MONDOROWICZ 500 500
Clément PARAKIAN 500
Jaroslaw MROZIEWICZ 500
Nicholay DALAKOV 500
Darius ZAROMSKI 500
Piotr COFALA 500
Anatolii BONDARTCHUK 1 500
Alexandre ASLANIAN 1 500
Gregori AVANESSIAN 1 500
Gagik ZAGRABIAN 1 500
Nomber of options annulled 1 500 2 500
TOTAL 15 000 15 000

No shares were subscribed or bought during the financial year.

- 69 -
Financial results of the Company during the last five financial years
(Art. 133, 135 and 148 of the Decree on Commercial Companies)

Nature of the information 1997 1998 1999 2000 2001

I Year end financial situation


a. Share capital 2 273 167 2 273 167 2 273 167 2 273 167 2 982 200
b. Number of shares issued 1 491 100 1 491 100 1 491 100 1 491 100 1 491 100

II. Overall result of effective


operations
a. Turnover before tax 21 639 182 21 319 488 15 887 157 11 711 823 6 786 519

b. Profits before tax, depreciation and other 6 672 176 3 778 518 - 2 653 089 - 5 260 518 11 660 292
provisions

c. Income tax expense 2 343 623 690 633 - 37 615 - 2 231 008 805 110

d. Profits after tax, depreciation and other 4 176 413 962 613 - 2 356 301 - 7 439 225 1 567 786
provisions

e. Total profits allocated. 681 950 227 317 454 633 454 633 -

III. Results of operations per


single share
a. Profits after tax, but before depreciation and 2.90 2.07 - 1.75 - 2.03 7.28
other provisions

b. Profits after tax, depreciation and other 2.80 0.65 - 1.58 - 4.99 1.05
provisions

c. Dividend paid to each share 0.46 0.15 0.3 0.3 -

IV. Personnel

a. Number of employees 5 6 8 9 10

b. Total wage bill 338 419 365 031 426 534 495 630 531 504

c. Total paid in social charges (social security, 162 634 171 823 170 302 205 679 213 170
social welfare, etc

- 70 -
Table of subsidiaries and shareholdings

NAME OF COUNTRY CAPITAL Equity % holding Gross Net Turnover NET Loans
CONSOLIDATED capital in equity share share PROFIT/ Guarant & Observation
SUBSIDIARIES capital value value LOSS ees & advanc s
sureties es
before
prov.
Belvédère logistik GERMANY 25.00 51.00 90.00% 26.17 858.00 0.00 204.52
26.17
Belvédère BULGARIA 27.00 -232.75 100.00% 0.00 884.02 -412.51 756.31
Bulgaria 27.79
Tianjin Belvédère CHINA 632.04 1 100.00% 152.45 1 248.83 29.02 742.00
71

international 828.83 152.45


Trade Co Ltd
Belvédère FRANCE 458.00 -777.00 100.00% 0.00 1 681.00 -653.00 76.23 529.47
Diffusion 457.35
Mad Sarl FRANCE 76.00 -455.42 100.00% 0.00 3 472.00 -978.42 1
387.59 228.73
Belvédère HUNGARY 12.24 60.42 80.00% 8.68 284.09 4.58 44.21 55.00
Hungaria 8.68
Belvédère Baltic LITHUANIA 113.55 55.92 80.00% 45.18 728.40 -18.16
73.18
Belvédère LITHUANIA 1 809.64 1 65.66% 984.62 11 105.35 -84.38
Prekyba 695.24 984.62
Belvédère POLAND 5 298.53 3 100.00% 4 4 94 -3 237.30
Dystrybucja 567.07 806.22 553.22 699.82
Euro-Agro POLAND 1.43 52.64 67.00% 0.97 1 264.03 5.45
Warszawa 0.97
France Vins POLAND 57.22 -181.27 98.80% 0.00 1 583.66 -44.43 580.09
60.28
Cris Vin POLAND 715.24 1 90.00% 1 12 680.06 228.83 Subsidiary of
089.75 001.34 Dystrybucja
Alco Pegro POLAND 2 346.00 252.97 45.00% 1 48 810.12 62.71 Subsidiary of
058.56 Dystrybucja
Athéneum Drinks ROMANIA 3.80 -28.10 51.00% 32.55 Subsidiary
Int'l 19.17 put on hold
Vremena Goda RUSSIA 4.84 -85.86 55.00% 0.00 5 971.55 461.65 2
9.56 029.68
Vin Prestige SLOVENIA 17.03 -1.20 51.00% 0.00 0.00 -19.16 83.70
12.81
Belvédère Ceska CZECH 109.50 217.79 98.60% 107.45 1 902.10 55.13 657.00
REP. 107.45
Sobieski USA USA 2.27 808.01 100.00% 3 807.65 1 402.22 -368.72 9.15
111.65
NAME OF NON COUNTRY CAPITAL Equity % holding Gross Net Turnover NET Loans
CONSOLIDATED capital in equity share share PROFIT/ Guarant & Observation
SUBSIDIARIES capital value value LOSS ees & advanc s
sureties es
Belvédère GERMANY 75.00 0.00 75.00% 0.00 385.36 0.00 214.06 50%
Deutschland * 37.50 subsidiary
with
Dystrybucja
Belvédère ARMENIA 44.54 27.06 60.00% 27.44 56.32 -2.60 58.00
Arménie 27.44
Voie d'Or BELARUS 0.24 371.43 60.00% 16.34 3 770.37 10.22 792.30
16.34
Galliart BELARUS 3.57 26.64 99.50% 22.09 271.44 4.05 136.55
22.09
ABBAYE de FRANCE 2 134.29 -628.79 9.97% 212.74 1 778.21 -111.96 7.42
Talloires 212.74
Belvédère St RUSSIA 2.98 -122.92 55.00% 0.00 1 541 -100.09 Subsidiary of
Petersbourg 3.00 Vremené
Goda
Ivan Kalita RUSSIA 3.73 0.30 55.00% 3.77 561 5.47 Subsidiary of
(Southern 3.77 Vremené
Russia) Goda
Belvédère SLOVAKIA 40.35 -227.86 100.00% 0.00 432.70 -52.09 206.00
Slovensko 48.94
Belvédère 12.35 -452.47 100.00% 0.00 0.00 0.00 33.74 527.58 Subsidiary
Helvétia SWITZELA 12.30 put on hold
ND
Belvédère SERBIA 10.83 42.37 100.00% 0.00 240.88 85.25 51.17
Yugoslavia 9.15
NAME OF COUNTRY CAPITAL Equity % holding GROSS Net Turnover NET Loans
INACTIVE capital in equity SHARE share PROFIT/ Guarant & Observation
SUBSIDIARIES capital VALUE value LOSS ees & advanc s
sureties es
Belvédère 38.11 0.00 95.00% 0.00 0.00 0.00 510.85 Subsidiary
Argentina * ARGENTIN 38.11 put on hold
A
Belvédère Brésil * BRAZIL 93.30 0.00 95.00% 0.00 0.00 0.00 294.66 Subsidiary
88.55 put on hold
Belvédère Nordic DENMARK 0.00 0.00 100.00% - 0.00 0.00 0.00 217.61 Subsidiary
put on hold
Sobieski FRANCE 7.62 5.97 100.00% 7.59 0.00 -0.52 1.85
7.59
Classic Drinks GREECE 69.82 50.16 100.00% 0.00 0.00 0.00 Subsidiary
77.13 put on hold
Alcomust LEBANON 18.13 -116.65 98.50% 0.00 1.96 -55.98 150.88 Subsidiary
27.59 put on hold
Euro-Agro- ROMANIA 51.00% 0.00 0.00 0.00 Subsidiary
Roumania 8.77 put on hold
Vinalcool ROMANIA 114.64 78.36 35.85% 55.62 0.00 0.00 292.62 Subsidiary
55.62 put on hold
Youg Rossii * RUSSIA 76.53 0.00 80.00% 0.00 0.00 0.00 Subsidiary
73.03 put on hold
Ivan Kalita * RUSSIA 11.28 0.00 51.00% 0.00 0.00 0.00 Subsidiary
(Moscow) 12.72 put on hold
Vltava Prod Sro * CZECH 2.90 0.00 100.00% 0.00 0.00 0.00 Subsidiary
REP. 3.05 put on hold
* Estimated data
CONSOLIDATED ACCOUNTS OF 31 DECEMBER 2001

- 77 -
CONSOLIDATED BALANCE SHEET (IN
Thousand EUROS)
ASSETS
31 DECEMBER 2001 31/12/00
Entries GROSS VALUE PROV OR NET VALUE NET VALUE
AMORT
Subscribed capital not called up 0 0
. Preliminary expenses 13 8 5 5
. Research & Development expenses 0 0
. Concessions,Patents,Licences 2 729 502 2 227 2 306
. Trading funds 0 0
. Advances & Down payments 0 0
. Other intangible fixed assets 139 100 39 62
Consolidated goodwill 2 862 772 2 089 1 513
Total Intangible Fixed Assets 5 743 1 383 4 360 3 885
0
. Land 195 30 165 145
. Leased land 0 0
. Buildings 1 273 97 1 176 526
. Leased buildings 0 0
. Tech. Install. Plant & Equipment 3 413 856 2 558 1 269
. Leased Tech. Install. Plant & Equipment 0 0
. Other tangible fixed assets 1 146 393 753 748
. Other leased tangible fixed assets 0 0
. Tangible Fixed assets in progress 118 118 0
. Advances & Down payments 0 0 0 0
Total Tangible Fixed Assets 6 145 1 376 4 769 2 688
0
. Other Equity Interests 826 476 350 523
. Asset backed securities 2 262 1 264 997 5 533
. Other long-term Securities 0 0
. Loans 846 98 748 31
. Others 3 370 254 3 116 1 277
Common Stock Equivalents 0 0
Total Long-term investments 7 304 2 093 5 211 7 365
TOTAL FIXED ASSETS 19 192 4 852 14 340 13 938
0
. Raw materials & supplies. 188 188 0
. Production in progress / Goods 225 225 0
. Production in progress /Services 0 0
. Intermediate & Finished Goods 451 451 0
. Merchandise 17 983 3 848 14 135 19 416
Stock & In-progress 18 847 3 848 14 999 19 416
Advances & Down-payments paid on orders 698 44 654 1 082
. Customer receivables & assigned acc. 36 437 3 450 32 987 41 204
. Others 3 609 3 609 3 870
Diverse receivables 2 889 1 209 1 680 1 912
Capital subscribed, called for and unpaid 0 0
Investment securities: Own shares 4 224 1 822 2 403 615
Investment securities: Other shares 204 204 797
Cash assets 19 962 19 962 2 694
Pre-paid expenses 124 124 75
Trade receivables 68 148 6 524 61 623 52 250
TOTAL LIQUID ASSETS 86 995 10 372 76 623 71 666
Expenses deferred over several periods III 0 0 795
Deferred tax debit / credit IV 517 517 541
Redemption premiums/Obligations V 0 0
Unrealised exchange gains or losses VI -14 -14 0
Eliminations per contra VII 0 0 0

- 78 -
GENERAL TOTAL (0 to VII) 106 691 15 223 91 467 86 939

LIABILITIES
Entries Fin. year 2001 Fin. year 2000
Capital 2 982 2 273
Issue, merger, share premiums 14 274 14 983
Appraisal increase credit
Legal reserve 227 227
Other reserves 429 429
Internal re-evaluation
Balance carried forward -5 204 2 236
Regulatory provisions
Investment subsidies
Consolidated reserves, group share / 1 630 7 384
Unrealised exchange gains or losses
Annual balance, group share 1 949 -13 660
TOTAL CAPITAL AND RESERVES 16 288 13 872
Minority interests / reserves 546 802
Minority interests / unrealised exch. 52 2
profits
Minority interests / annual balance 155 -335
TOTAL MINORITY INTERESTS 753 469
Other equity capital 0
Provisions for risks 375 221
Provisions for expenses 168
Provisions / tax debits 1 010 260
Prov. consolidated goodwill (-) 22 38
TOTAL PROVISIONS 1 407 687
Financial debts: 0
. Refunding bonds 0
. Other bonded debts 0
. Loans & debts / lending institutions 45 614 39 177
. Leased loans 0
. Diverse financial loans & debts 728 772
Advances & down payments rcd on 129 154
orders
Operating debts: 0
. Supplier debts & assigned accounts 15 938 26 884
. Tax & social debts 8 261 1 381
. Others 2 118 3 163
Diverse debts: 0
. debts on fixed assets & assigned acc. 34
. Tax debts (I.S.) 0
. Others 199 312
Pre-paid income 31 35
TOTAL LOANS AND DEBTS 73 018 71 911
Unrealised exchange gains or losses 1 0
- 79 -
Eliminations per contra 0
GENERAL TOTAL LIABILITIES 91 467 86 939

Income statement in thousand euros


Entries 31 December 2001 31 December 2000
Sale of merchandise 161 757 137 623
Production sold: goods & services 478 176
Net turnover 162 235 137 799
Production in stock 0
Production fixed assets 0
Operating subsidies 0
Rev.Prov.& Amort.transf.Expenses 330 270
Other income 945 250
Eliminations per contra 0
TOTAL OPERATING INCOME 163 510 138 320
Purchase of merchandise 135 863 119 767
Variation in stock -1 134 -5 821
Purchase raw materials & other supplies. 46 95
Other external purchases 19 965 17 406
Taxes and assimilated 350 383
Wages. salaries & social charges 5 738 5 766
. Prov. for amortn. / fixed assets. 1 573 1 841
. Provisions / fixed assets 44 0
. Provisions / liquid assets 1 607 1 760
. Provisions / risks & expenses 725 174
Other expenses 315 318
Eliminations per contra 0 2
TOTAL OPERATING EXPENSES 165 091 141 692
OPERATING PROFIT/LOSS -1 581 -3 371
.Equity interests 0
. other securities. fixed asset receivables 6 8
. other interests. assimilated income 1 598 1 447
. Rev./ prov. & transf. expenses 1 458 26
Exchange gains 217 696
. Net income / sale of securities 17 8
. Eliminations per contra 0 0
TOTAL FINANCIAL INCOME 3 297 2 184
. Amortizations & provisions 2 504 3 611
. Interests & assimilated expenses 8 158 7 585
. Financial expenses. leases 0
. Exchange losses 45 1 527
. Net expenses / sale of securities. 99 159
. Eliminations per contra 0
TOTAL FINANCIAL EXPENSES 10 806 12 882
FINANCIAL BALANCE -7 509 -10 698
CURRENT PRE-TAX BALANCE -9 090 -14 069
. On management operations 188 52
. On capital operations 18 081 215
. Rev. / Prov. & transfers of expenses 187 204
. Eliminations per contra 0
TOTAL NON-RECURRING INCOME 18 456 471
. On management operations 1 081 2 676
. On capital operations 190 59
. Amortization & provisions 3 112 187
. Eliminations per contra 0
TOTAL NON-RECURRING EXPENSES 4 383 2 923

- 80 -
NON-RECURRING BALANCE 14 073 -2 451
Employee shareholding (IX) 0
Income tax (X) 1 692 -1 937
Tax credit or debit (XI) 772 -778
BALANCE COs INTEG. 2 520 -13 805
( Bef.Amt.Conso.Goodwill.)
SHARE/BALANCE Cos MEE 0
(Bef.Amt.CG)
CONSOLIDATED PROFIT (Bef. Amt.CG) 2 520 -13 805
. Minority int. share. (Bef. Amt. CG) 155 -335
. Parent Co. share (Bef. Amt. CG) 2 365 -13 470
Alloc/Rev. Amt / Prov. CG Cos INT 415 189
Alloc/Rev. Amt / Prov. CG Cos MEE 0
NET CONSOLIDATED BALANCE 2 104 -13 994
. Minority int. share 155 -335
. Parent Co. share 1 949 -13 660
- Net profit/loss per share 1 .31 -9.16

- 81 -
On 31 December 2001

ANNEX TO THE CONSOLIDATED ACCOUNTS

- 82 -
1. KEY EVENTS DURING THE FINANCIAL YEAR

The year 2001 was marked by the following events:

¾ The end of the Millenium conflict

This conflict came to an end on 21 December 2001 when the Belvedere


Vodka and Chopin Vodka brands were transferred in exchange for the
payment on the same date of 16 million dollars and sequestration in
favour of Belvédère of 6 million dollars payable in three annual
instalments in June 2002, June 2003 and June 2004.

¾ Shareholding acquisition in a small distillery: Alco Pegro

Acquisition of 45% of the capital for the sum of 3,700,000 Polish Zloty,
i.e. approx 1 million euros on 28 August 2001.
Sub-subsidiary of Belvédère Dystrybucja, the company is both a
distillery and bottling plant.
The purpose of this shareholding acquisition was to secure Belvédère
Dystrybucja's position in terms of supplies in case it failed to acquire a
State-owned distillery. The successful privatisation of Starogard Gdanski
does not make Alco Pegro any less interesting from an industrial point of
view, since the storage capacities free of alcohol duties and its
geographical location in the Mazovsze region, reputed for its rye,
represent two major assets

¾ The acquisition of a distillery: Polmos Starogard Gdanski

Thanks to this acquisition, the Belvédère Group increases market share


to 14% and becomes the 4th operator on the Polish market.

¾ Introduction of a restructuring plan

Following the poor results of 2000, the Group introduced a drastic plan in order to recover its
equilibrium, involving the following measures in particular:
- Putting on hold or even closing non-profitable subsidiaries.
- Strategic repositioning consisting of choosing partnerships in the West
with local operators who are well established in supermarket
distribution, and of concentrating our efforts in Eastern countries in
order to increase market share.
- 83 -
- Reducing our operating expenses, above all in terms of work force.
- Tightening customer credits
- Just-in-time stock management

Negotiations during the financial year with the banking pool with regard to
balancing our finances were completed when the Philips Millenium dispute
came to an end. In 2002, the Group will continue its research to ensure
long term financial stability.

- 84 -
2. ACCOUNTING PRINCIPLES AND PERIMETER OF
CONSOLIDATION

The Group has complied with regulation CRC 99-02 homologated by the
order of 22.06.99.

General accounting conventions have been applied, in respect of the


principle of diligence, in accordance with the basic principles:
- continuity of operation;
- permanence of accounting methods from one financial year to the
next;
- independence of each financial year.

And in accordance with the general rules for drawing up and presenting
annual accounts.

The accounts of foreign subsidiaries have been converted using the last
closing exchange rate for the balance sheet and the average exchange
rate for the income statement. The difference in the result has been
entered in the exchange reserve.

2.1 Perimeter of consolidation

The following criteria are used for inclusion of subsidiaries in the perimeter
of consolidation:
- the relative importance of the subsidiary:
- the managerial control exercised on the subsidiary by the parent
company.

The companies which do not present the criteria of inclusion are excluded
from the perimeter defined above. The non-consolidation of these
companies is of little significance.
The impact of their exclusion from the perimeter of consolidation can be summed up as follows:
- impact on consolidated turnover, of the order of 3.7 %
- impact on the equity capital of the group, of the order of 1.3 %
- impact on the result of the group, of the order of 3.7 %
The companies included in the perimeter are consolidated by full consolidation.
Company name Date of Country % of Closing date
creation or interest
purchase
BELVEDERE 1991 France 100 % 31
December
MAD 1995 France 100 % 31
December
BELVEDERE DIFFUSION 1996 France 75 % 31
December

- 85 -
BELVEDERE LOGISTIK 1994 90 % 31
German December
y
EURO-AGRO WARSZAWA 1992 Poland 66 % 31
December
FRANCE VINS COMPANY 1991 Poland 98,8 % 31
December
BELVEDERE DYSTRYBUCJA 1992 Poland 100 % 31
December
VINS DE FRANCE PRAHA 1991 Czech 98,6 % 31
rep. December
EURO-AGRO SOFIA 1992 Bulgaria 100 % 31
December
ATHENEUM DRINKS INT’L 1995 Romania 51 % 31
December
BELVEDERE HUNGARIA 1992 Hungary 80 % 31
December
VINS PRESTIGE 1995 Slovenia 51 % 31
December
TIANJIN BELVEDERE
INTERNATIONAL TRADE CO 1995 China 100 % 31
LTD December
CRIS VINS 2000 Poland 90% 31
December
BELVEDERE BALTIC 1999 80% 31
Lithuani December
a
PREKYBA 2000 60% 31
Lithuani December
a
SOBIESKI USA 2000 United 100% 31
States December
VREMENA GODA 1998 Russia 55% 31
December
ALCO PEGRO 2001 Poland 45% 31
December
The list of non-consolidated interests is given at the end of the annex.

2.2 Closing date of accounts

The companies are consolidated on the basis of their corporate accounts


made up on 31 December 2001, brought into keeping with the accounting
principles used by the Group

2.3 Accounting principles and methods of consolidation

Consolidation of new subsidiaries

Following the entry in 2000 of Cris Vins, Belvedere Baltic, Prekyba,


Sobieski USA and Vremena Goda and the entry in 2001 of Alco Pegro, into
- 86 -
the perimeter of consolidation, the tables below indicate the impact of
these modifications of the perimeter of the balance sheet and income
statement on the basis of an annual contribution on 31 December 2000
and 31 December 2001:

Proforma of accounts for 2000, considering 12 months of activity for the


subsidiaries acquired in 2000 and 12 months for Alco Pegro:

Assets Liabilities
Consolidated goodwill 2.3 Group capital and reserves 27.5
Intangible fixed assets 2.4 Profit/loss 2000 - 13.8
Tangible fixed assets 5.1 Group equity capital 13.7
Long term investments 7.1 Minority interests 0.6
Fixed assets 14.6 Provisions for risks and expenses 0.7
Stocks 21.4 Financial debts 47.5
Customer receivables 44.3 Suppliers 26.9
Others 11.9 Other debts 5.1
Total 94.5 Total 94.5

Income statement Over 12 months


Turnover 171.2
Operating profit/loss -3.7
Current profit/loss -13.9
Non-recurring profit/loss -2.5
Corporate tax expenses 2.8
Provision for goodwill -0.4
Net profit/loss -14.0
Group share -13.7
Minority share -0.3

- 87 -
Proforma of accounts for 2001, considering 12 months of activity for Alco
Pegro:

Assets Liabilities
Consolidated goodwill 2.0 Group capital and reserves 14.4
Intangible fixed assets 2.3 Profit/loss 2001 1.8
Tangible fixed assets 4.7 Group equity capital 16.2
Long term investments 5.2 Minority interests 0.8
Fixed assets 14.2 Provisions for risks and expenses 1.4
Stocks 15.0 Financial debts 46.3
Customer receivables 33.0 Suppliers 15.9
Others 29.2 Other debts 10.8
Total 91.4 Total 91.4

Income statement Over 12 months


Turnover 162.2
Operating profit/loss -1.6
Current profit/loss -9.1
Non-recurring profit/loss 14.1
Corporate tax expenses 2.5
Provision for goodwill 0.4
Net profit/loss 2.0
Group share 1.8
Minority share 0.2

Intangible fixed assets

This essentially involves patent registration costs and design costs of trademarks and models:

⇒ patent registration costs

These are amortized over 10 years, period during which they protect the trademark and
model thus registered.

⇒ design costs of models and trademarks:


They can, if necessary, be subject to depreciation when their commercial performance falls
below the criteria used by the profession in transactions.

Tangible fixed assets

These are recorded at the value of their acquisition costs (purchase price
and additional expenses).
The rate of amortization is determined according to the expected life of
the good, namely:

- buildings 20 years
- fittings and fixtures 8 to 10 years
- 88 -
- plant and equipment 4 to 8 years
- office and computing equipment 5 years
- furniture 8 years

No fixed assets have been the object of a transfer within the Group.

Securities

The gross value is constituted of the subscription cost.

A provision may be recorded, in the event of the value falling below the
purchase price of the securities.

Stock

The stocks of bottles and wines are valued at their purchase price plus
additional costs. A provision on stock may be recorded if:
- The purchase price becomes inferior to the possible realisable value
- The product is defective
- The marketing project is abandoned
- Product rotation is weak, in this case the rule is the following:
- No rotation over the last 3 years: depreciation of 33.1/3 %
- over the last 4 years: depreciation of 66.2/3 %
- over the last 5 years: depreciation of 100 %
- Belvédère and Chopin decorated bottles: depreciation of 100 %

Margins on internal group stocks have been eliminated with regard to the
margins actually realised by BELVEDERE and MAD for the consolidated
marketing subsidiaries.

Receivables

Receivables are valued at their face value. Provision for depreciation is


made when the perspectives of recovery are uncertain.

Invoices of the parent company to non-consolidated Group subsidiaries


are either drawn up in euros or in US dollars.

Investment securities

Gross value is constituted by the purchase price excluding additional


expenses. When the market value of the investments is inferior to the
gross value, a provision for depreciation is made, equal to the difference
between the two

Own shares: they are valued at average weighted cost.


- 89 -
Other investment securities are valued by the first in first out method.

The net value corresponds to the closing price of the securities on 31


December 2001.

Foreign currency

Expenses and income in foreign currency are registered at their equivalent


value on the date of the operation.

Debts and receivables appear in the balance sheet at their equivalent


value on the closing date of the financial year, or a provision is made in
the event of unrealised loss. The difference resulting from the settlement
of debts and receivables in foreign currency is registered as financial
profit/loss.

Provisions

The provisions comply with the constitution conditions set out by CRC 00-
06 with regard to liabilities.

Tax credit/debit

The method used corresponds to the liability method. The calculations are
therefore carried out on the basis of known conditions at the end of the
financial year.

Deferred expenses

Deferred expenses correspond to the spreading out over several years of


the costs launching products.

Retirement payments

There is no outlay to register, because:

- The majority of the work force is abroad


- In France, the directors of the Group have no right to such payments,
given their status; as for the other employees in France, they have
only recently been recruited.

3) INFORMATION RELATING TO BALANCE SHEET ENTRIES

3-1) Design-patent-licence costs

- 90 -
The entry for Concessions, Patents, Licences, gross value 2.7 million
euros, can be broken down as follows:

1.8 million euros on registration fees for trademarks and models, depreciated over 10 years,
i.e. the period of protection of the trademark.
0.8 million euros on design expenses for trademarks and models.
0.1 million euros on software

As a result of the end of the Philips Millenium conflict, the registration fees
and design costs for trademarks and models of the bottles "Belvédère"
and Chopin have been removed from the assets, gross value 222 000
euros.

A provision of 44 000 euros has been allocated for design expenses for
brands that will not be used.

3-2) Consolidated goodwill

This entry is connected with either the purchase of minority interest or the
take-over of companies.

Subsidiaries concerned Gross Amortization Net consolidated


consolidated goodwill
goodwill
MAD 219 219 /
CRIS VINS 278 84 194
SOBIESKI USA 1 314 393 921
BELVEDERE 38 11 27
DIFFUSION
Tianjin Belvédère 48 48 /
International Trade
Co. Ltd
BELVEDERE PREKYBA 36 14 22
ALGO PEGRO 1 012 65 947

The period of amortization is 5 years, corresponding to the pro forma


duration of returns on investment.

- 91 -
3-3) Table of fixed asset movements

Gross value

31.12.2000 Purchases Sales and Variation of Exchange 31.12.2001


and reclassificat perimeter gain/loss
reclassificat ions
ions
Preliminary 12 1 13
expenses
Concessions, 2 652 295 222 4 2 729
patents &
similar rts
Other 104 26 2 11 139
intangible
fixed assets
Consolidated 1 851 1 010 2 861
goodwill
Advances and
down
payments
Intangible
fixed assets 4 619 1 332 224 15 5 742

Land 206 51 37 3 195


Buildings 601 89 728 33 1 273
Technical
material
Plant and 1 841 29 1 488 113 3 413
equipment
Other fixed 963 64 21 56 84 1 146
assets
Fixed assets 118 118
in progress
Advances and
down
payments
Tangible
fixed assets 3 612 64 190 2 427 233 6 145

Other 693 133 826


holdings
Asset-backed 2 494 232 2 262
receivables
Loans, other 4 648 432 4 216
long-term
investments
Long-term
investments 7 835 133 664 7 304

Total 16 066 1 529 1 078 2 427 248 19 192

- 92 -
- 93 -
Amortizations

31.12.2000 Long term Long term 31.12.2001


investments investments
Preliminary 8 8
expenses
Concessions, 347 149 38 458
patents &
similar rts
Trading funds
Other
intangible 42 53 5 100
fixed assets
Consolidated 338 434 772
goodwill
Intangible 734 636 38 5 1 337
fixed assets
Land 61 29 60 30
Buildings 75 30 9 1 97
Plant and 573 332 95 45 855
equipment
Other 215 195 31 14 393
tangible fixed
assets
Tangible
fixed assets 924 586 195 60 1 375
Total 1 658 1 222 233 65 2 713

3-4 Securities

In 2001, a total depreciation of 476 000 euros on securities was recorded,


of which 306 000 euros was incorporated in the financial year. The main
securities for which provisions were allocated in 2001 were Belvédère
Brésil (88 000 euros), Belvédère Argentine (38 000 euros), Classic Drinks
Greece (77 000 Euros), following the decision made in 2001 to close these
subsidiaries. The other securities were not subject to depreciation for the
following reasons:

- either the net worth of the subsidiary at closing is greater than the
value of the securities;
- or the subsidiary presents intangible elements (namely: import
licences, trademarks, business created) which are not posted in the
accounts but which increase the value of the subsidiary;
- or the subsidiary is in start-up phase and the losses which may be
recorded are for that reason normal and do not require depreciation,
given the perspectives for short term profitability.

- 94 -
3-5 Financial receivables

Historically, the policy of the group when opening a subsidiary is to


contribute a minimum of capital.
In order to ensure the development of its subsidiaries and to finance their
working capital needs, the parent company is therefore led to grant its
subsidiaries medium and long term trading credits.

For implantations in developing countries, this means of financing remains


the most suitable.
For management reasons, the directorate of Belvédère SA has decided,
from 2000 on, to reclassify trading receivables in the balance sheet, in
order to permit a better appreciation of the financing made available to
subsidiaries. These receivables from non-consolidated subsidiaries
represent a gross value of 2.2 million euros, and 1 million euros after
provisions.

The main provisions observed concern Belvédère Argentine (250 000


euros), Belvédère Brésil (294.000 euros) and Belvédère Slovensko (206
000 euros).

Except for particular cases, the amounts maintained in long term


receivables correspond to the financing of:

- the structural costs of the subsidiary for one year


- the value of permanent stock
- the cost of investments.

And this deduction made from the capital contributions and possibly in
current accounts in the form of financial advances made by Belvédère SA.

Furthermore, a total of 20 MF has been left at the disposal of the


Ukrainian customer to ensure the financing of the introduction of a
distribution network, the strategy being to reproduce in the Ukraine the
commercial developments achieved in Poland with a mid range vodka.
This financing is carried out in anticipation of a common subsidiary being
created in the Ukraine. This transaction did not take place in 2001 due to
the end of the Philips Millenium conflict in December 2001, and it has
been postponed until 2002.

3-6 Receivables

Customer receivables are considered at less than one year.

The other receivables consist of:

31.12.2000 31.12.2001
- 95 -
Carry back receivables 2 450 KE 1 832 KE
Other receivables 3 556 KE 3 456 KE
Tax credits 540 KE 517 KE
Total 6 546 KE 5 805 KE
KE = thousand euros

3-6 Investment securities

On 31 December 2001, the group held 93 928 own shares and 207 other
securities.

CATEGORY Price Gross value Provision Net value


31/12/01
Own shares 26.19 E 4 224 KE 1 821 KE 2 402 KE
Other securities 204 KE 204 KE
4 428 KE 1 821 KE 2 606 KE
KE = thousand euros

- 96 -
3-7) Tax credits/debits

Tax credits, 517 000 euros, correspond essentially to the re-evaluation of the margin on stock.

Tax debits, 1 010 000 euros, correspond essentially to re-evaluation


observed during consolidation.

3-8) Deferred expenses

Nature Gross Provision Net value


value 2001 2001
Launch of new products 795 795 /

- 97 -
4) INFORMATION RELATING TO BALANCE SHEET LIABILITIES

4-1) Corporate capital

Number of shares Nominal value


Shares at beginning of 1 491 100 1.52
year
Shares at end of year 1 491 100 2.0

4-2) Variation in equity capital

Group share Minorities Total


Net consolidated worth 31.12.00 13 872 468 14 340
Entries into perimeter 63 63
Unrealised capital exchange 510 67 577
gains/losses
Other movements (43) / (43)
Consolidated profit/loss 2001 1 949 155 2 104
Net consolidated worth
31.12.01 16 288 753 17 041

- 98 -
4.3 Provisions entered in the balance sheet

31.12 Provisi Reversa Exchan 31.12.


.00 ons ls ge 01
gains/l
osses
Provisions for risks/expenses
. for tax 168 1 010 168 1 010
. for other risks 221 205 41 - 10 375
. due to negative goodwill 38 16 22
Sub-total 427 1 215 225 - 10 1 407
Provisions for depreciation
. on other intangible assets 44 44
. on long term investments 751 1 341 2 092
. on stock 744 3 226 78 3 892
. on customer accounts 1 752 1 938 240 3 450
. on own shares 3 043 1 222 1 821
. on diverse receivables 126 1 238 155 1 209
Sub-total 6 416 7 787 1 695 / 12 508

Total 6 844 9 002 1 920 - 10 13 915

Operating 2 376 259


Financial 2 504 1 458
Non-recurring 3 112 187
Consolidated 16
goodwill
Tax credit 1 010
Total 9 002 1 920

4.4 Financial debts

Loans and debts with Short term Medium & long term
lending institutions
45 613 33 287 12 326

The average rate of indebtedness for the most substantial financial debts
are the following:
- Belvédère SA: 5.56% (i.e. euribor + 1 to 2 points)
- 99 -
- Belvédère Dystrybucja: 21.49% (i.e. Wibor + 1 to 2 points)

4.5 Other debts

They are all at less than one year

- 100 -
5 INFORMATION RELATING TO THE INCOME STATEMENT

5.1 Breakdown of turnover and operating profit/loss per


country

Incl. excise (in thousand Operating profit/loss (in


euros) thousand euros)
Poland 135 912 1 861
Lithuania 11 683 (114)
Russia 5 971 901
France 1 681 (3 222)
Czech Rep. 1 912 (8)
China 1 248 (12)
Others 3 828 (987)
Total 162 235 (1 581)

5.2 Average work force

Managers Employees Total


90 453 543

- 101 -
5.3 Financial balance

The financial result is – 7.5 ME. It can be broken down as follows::


(in million euros)
- Reversals of provisions for own shares 1.2 million
euros
- Bank interest: (6.5) million
euros
- Depreciation of financial assets: (2.3)
million euros
- Others: 0.1 million
euros
TOTAL: (7.5) million euros

5.4 Non-recurring profit/loss

This represents 14 million euros in 2001 compared with – 2.4 million euros in 2000.

The key elements can be broken down as follows:

- net profit/loss / sale of Belvédère and Chopin brands 17.6


million euros
- provision of stock of Belvédère and Chopin decorated bottles
(3.0) million euros
- legal fees (0.8) million euros

5.5 Taxes

Tax expenses can be broken down as follows:


2000 2001
Taxes due (1 937) (1 692)
Tax credit/debit (777) (772)
Total (2 714) (2 464)

Tax proof

Accounting profit/loss before tax 4 982 000 E


Average tax rate 30 %
Theoretical tax (credit) 1 495 000 E
Recorded tax credit 2 464 000 E
Difference 969 000 E

- 102 -
The difference can be broken down as follows:

- Connected with the non posting of tax credits on loss-making


subsidiaries of 1.8 million euros
- connected with the recording of tax debit on re-evaluation of 1 million
euros

- 103 -
5.6 Net profit/loss per share

The net profit/loss per diluted share taking stock options into account is currently the same as
the net profit/loss, i.e. 1.31 Euros, in that the 1st plan does not present any advantages and the
2nd plan has not yet matured.

6 FINANCIAL COMMITMENTS

6.1 Commitments given

MAD tools commitments, i.e. 667 000 euros.

Parent Company commitments

NAME OF COUNTRY START END OF TOTAL IN TOTAL IN


BENEFICIARY OF GUARA FOREIGN EUROS
GUARAN NTEE CURRENCY
TEE
FEDERAL ALCOHOL AUTHORITY SWITZERLAND 50 000 CHF 33 743
UNLIMITE
27/10/19 D
99
HUNGARIAN CUSTOMS HUNGARY 44 210
30/09/200
02/08/19 2
99
COMMERZBANK GERMANY 204 517
15/03/200
24/08/20 2
00
ANGOULEME CUSTOMS FRANCE 1997 15 245
UNLIMITE
D
DANISH CUSTOMS DENMARK 15/02/00 2002 26 902
ETOILE COMMERCIALE FRANCE 228 674
UNLIMITE
26/03/19 D
99
CIC BRO FRANCE 76 225
UNLIMITE
17/12/19 D
99
TOTAL 629 516

6.2 Commitments received

Within the framework of the settlement of the conflict with Phillips


Millenium, Belvédère has received a commitment regarding the payment
of a total supplementary price of 6 million dollars to be paid in June 2002,
- 104 -
June 2003 and February 2004. These payments will be made as soon as
the suspensive conditions specified in the settlement agreement have
been met (destruction of Belvédère and Chopin bottles, ending of all
litigation)

7 SECTOR BASED INFORMATION

Breakdown per country (in ME)


On 31.12.2001 31.12.2000
Subsidiary Total turnover Operating profit/loss Total turnover Operating profit/loss
China 1.2 / 1.4 /
Poland 135.9 1.9 120.5 1.1
France 1.7 - 3.2 6.7 - 5.3
Czech rep. 1.9 / 1.8 /
Lithuania 11.7 - 0.1 0.9 /
Russia 6 0.9 5.1 0.7
Others 3.8 - 1.1 1.4 0.1
Total 162.2 - 1.6 137.8 - 3.4

Breakdown per sector of activity (in million euros)


On 31.12.2001 31.12.2000
Subsidiary Total turnover Operating profit/loss Total turnover Operating profit/loss
Vodka and spirits 134.3 - 2.0 117.4 - 3.7
Wine and other 27.9 0.4 20.4 0.3
alcohol
Total 162.2 - 1.6 137.8 - 3.4

Breakdown of assets per country (in million euros)


on 31 December 2000 on 31 December 2001
Country
Stock Customers Fin. Invest. Total Stock Customers Fin. Invest. Total
Poland 8.6 32 40.6 6.7 23.0 29.7
France 4.2 0.7 0.2 5.1 2.6 1.7 0.4 4.7
Ukraine 1.9 3.0 4.9 1.9 3.0 4.9
China 2.9 0.6 3.5 2.4 0.9 3.3
Russia 1.7 1.6 0.1 3.4 1.3 1.0 2.3
USA 1.0 1.0 0.3 2.3 0.6 0.7 1.3
Belarus 0.5 1.4 1.9 0.9 0.9 1.8
Slovakia 0.2 0.4 0.6 0.4 0.2 0.6
Others 0.9 2.8 2.0 5.7 1.4 3.2 4.6
Total 19.3 41.3 7.4 68.0 15.0 33.0 5.2 53.2

Breakdown of consolidated assets per sector of activity (in million euros)


on 31 December 2000 on 31 December 2001
Country
Stock Customers Fin. Invest. Total Stock Customers Fin. Invest. Total
Vodka and 16.4 36.8 6.3 59.5 12.4 27.5 4.6 44.5
spirits
Wine and 2.9 4.5 1.1 8.5 2.6 5.5 0.6 8.7
other alcohol
Total 19.3 41.3 7.4 68.0 15.0 33.0 5.2 53.2

- 105 -
8 DIVERSE INFORMATION

8.1 Euroverrerie dispute

Belvédère is involved in a dispute with the Euroverrerie company and was sentenced to pay 535 000 euros by the
first hearing before the Commercial Court. Belvédère is appealing against this decision, and is still awaiting the
court's decision. To date, the company considers that it has strong arguments to back its position and has not
allocated any funds to pay the claim in its accounts of 31 December 2001.

8.2 Sensitivity of the Financial Accounts to variations in exchange rates

To deal with exchange rate fluctuations, the Group has opted for localised production, which reduces the
sensitivity of financial accounts. Consequently, the use of financial instruments remains limited.

As Poland contributes 84% of Group turnover, each 1% variation in the exchange rate of the Zloty has an
impact on the financial accounts of 31 December 2001 as follows:
- 4 thousand euros on equity capital
- 370 thousand euros on turnover
- 5 thousand euros on operating profit/loss

- 106 -
NON-CONSOLIDATED SUBSIDIARIES

NAMES OF NON- COUNTRY CAPITAL Equity % holding Gross Net Turnover NET Loans
CONSOLIDATED Capital in equity share share PROFIT/ Guarant & Observation
SUBSIDIARIES capital value value LOSS ees & advanc s
sureties es
Belvédère GERMANY 75.00 0.00 75.00% 0.00 385.36 0.00 214.06 50%
Deutschland * 37.50 subsidiary
with
Dystrybucja
Belvédère ARMENIA 44.54 27.06 60.00% 27.44 56.32 -2.60 58.00
Arménie 27.44
Voie d'Or BELARUS 0.24 371.43 60.00% 16.34 3 770.37 10.22 792.30
16.34
Galliart BELARUS 3.57 26.64 99.50% 22.09 271.44 4.05 136.55
22.09
ABBAYE de FRANCE 2 134.29 -628.79 9.97% 212.74 1 778.21 -111.96 7.42
Talloires 212.74
Belvédère St RUSSIA 2.98 -122.92 55.00% 0.00 1 541 -100.09 Subsidiary of
Petersbourg 3.00 Vremené
Goda
Ivan Kalita RUSSIA 3.73 0.30 55.00% 3.77 561 5.47 Subsidiary of
(Southern 3.77 Vremené
Russia) Goda
Belvédère SLOVAKIA 40.35 -227.86 100.00% 0.00 432.70 -52.09 206.00
Slovensko 48.94
Belvédère SWITZERLAND 12.35 -452.47 100.00% 0.00 0.00 0.00 33.74 527.58 Subsidiary
Helvétia 12.30 put on hold
Belvédère SERBIA 10.83 42.37 100.00% 0.00 240.88 85.25 51.17
Yugoslavia 9.15
NAME OF COUNTRY CAPITAL Equity % holding GROSS Net Turnover NET Loans
INACTIVE capital in equity SHARE share PROFIT/ Guarant & Observation
SUBSIDIARIES capital VALUE value LOSS ees & advanc s
sureties es
Belvédère 38.11 0.00 95.00% 0.00 0.00 0.00 510.85 Subsidiary
Argentina * ARGENTIN 38.11 put on hold
A
Belvédère Brési *l BRAZIL 93.30 0.00 95.00% 0.00 0.00 0.00 294.66 Subsidiary
88.55 put on hold
Belvédère Nordic DENMARK 0.00 0.00 100.00% - 0.00 0.00 0.00 26.90 217.61 Subsidiary
put on hold
Sobieski FRANCE 7.62 5.97 100.00% 7.59 0.00 -0.52 1.85
7.59
Classic Drinks GREECE 69.82 50.16 100.00% 0.00 0.00 0.00 Subsidiary
77.13 put on hold
Alcomust LEBANON 18.13 -116.65 98.50% 0.00 1.96 -55.98 150.88 Subsidiary
27.59 put on hold
Euro-Agro- ROMANIA 51.00% 0.00 0.00 0.00 Subsidiary
Roumania 8.77 put on hold
Vinalcool ROMANIA 114.64 78.36 35.85% 55.62 0.00 0.00 292.62 Subsidiary
55.62 put on hold
Youg Rossii * RUSSIA 76.53 0.00 80.00% 0.00 0.00 0.00 Subsidiary
73.03 put on hold
Ivan Kalita * RUSSIA 11.28 0.00 51.00% 0.00 0.00 0.00 Subsidiary
(Moscow) 12.72 put on hold
Vltava Prod Sro * CZECH 2.90 0.00 100.00% 0.00 0.00 0.00 Subsidiary
REP. 3.05 put on hold
* Estimated data
VARIATION IN CONSOLIDATED CASH
SITUATION BELVEDERE

Figures in thousand euros 2001 2000


OPERATING TRANSACTIONS
Net profit/loss 2 104 -14 001
Provision for amortizations 2 006 2 047
Variation of provisions classified as working 1 600 613
capital
Transfer gains or losses -17 891 -155

Self-financing capacity (a) -12 181 -11 497

Increase in stocks and in-progress -4 417 4 994


Increase in customer receivables -8 217 -11 907
Increase in other receivables -909 1 639
Increase in debts to suppliers 10 946 2 449
Increase in other debts -6 411 -2 085
Variation in working capital needs (b) -9 008 -4 910

Variation in cash situation resulting from -3 173 -6 587


operating transactions (c) = (a) - (b)
INVESTMENT TRANSACTIONS
Income from the sale of fixed assets 18 555 687
Expenditure from the purchase of tangible and -3 956 -10 709
intangible fixed assets
Variation in other long-term investments
Variation in cash situation resulting from 14 599 -10 023
investment transactions (d)
FINANCING TRANSACTIONS
Variation in exchange gains / losses 582 1 144
Variation perimeter entry 63 695
Variation loans 1 147 4 298
Others -440

Variation in cash situation resulting from 1 792 5 697


financing transactions (e)
VARIATIONS IN CASH SITUATION (c) + (d) + 13 218 -10 913
(e)

- 111 -
CASH SITUATION AT THE BEGINNING OF THE -23 936 -13 023
FINANCIAL YEAR
CASH SITUATION AT THE END OF THE -10 718 -23 936
FINANCIAL YEAR

SA Belvédère

Report of the Auditors

on the consolidated accounts

Financial year ending 31 December 2001


SA Belvédère
10, avenue Charles Jaffelin - 21200 Beaune
This report contains pages
SM/ SAM

- 112 -
SA Belvédère

Head office: 10, avenue Charles Jaffelin - 21200 Beaune


Share capital: 2 982 200 euros
Report of the Auditors on the consolidated accounts

Financial year ending 31 December 2001

Ladies and Gentlemen,

In execution of the mission entrusted to us by your General Meeting, we have carried


out an audit of the consolidated accounts drawn up in euros of the Belvédère SA
relating to the financial year ending 31 December 2001, such as they are joined to
the present report.

The consolidated accounts have been made up by your board of directors. It is our
duty, on the basis of our audit, to express our opinion of these accounts.

We have carried out our audit according to the professional standards applicable in
France; these standards require the implementation of all due diligence to obtain the
reasonable assurance that the consolidated accounts do not contain any significant
discrepancies. An audit consists in examining, by investigation, the probative
elements which justify the information contained in the accounts. It also consists in
evaluating the accounting principles followed and the significant estimations used to
make up the accounts and to evaluate their overall presentation. We consider that
our examination supplies a reasonable basis for the opinion expressed hereafter.

We certify that the consolidated accounts drawn up in accordance with the principles
of accounting generally acknowledged in France are truthful and correct and give a
faithful picture of the property, of the financial situation and of the overall result
constituted by the companies included in the consolidation.

Furthermore, we have also verified the information given in the report of management
of the group. We have no observation to make concerning their truthfulness and their
coherence with the consolidated accounts.

- 113 -
Drawn up in Chalon sur Saône and Dijon, 10 June 2002

KPMG Entreprises Cabinet Jean-Louis Durand

Sylvie Merle Thierry Lemarquis Jean-Louis Durand


Associate Associate

- 114 -
CORPORATE ACCOUNTS OF 31 DECEMBER 2001

S.A. BELVEDERE (In thousand euros)


BALANCE
SHEET

ASSETS Year N Year N-1

Gross Amortn and Net on Net on


provisions 31/12/01 31/12/00
Subscribed capital not called up

FIXED ASSETS
Intangible fixed assets: 2 663 504 2 160 2 247
Preliminary expenses 0
R & D expenses 0
Concessions, patents 2 663 504 2 160 2 247,29

Trading funds 0
Other intangible fixed assets / advances & 0
down payments
Tangible fixed assets: 141 81 60 43
Land 8 8 8,23

Buildings 69 27 42 21,47

Plant and equipment 3 3 0 0,19

Other tangible fixed assets 60 51 9 12,70

Fixed assets in progress / 0 -


Advances & down payments
Long term investments: 21 280 5 662 15 618 23 334
Interests and asset-backed 17 814 5 310 12 504 20 159
securities
Other long term securities 0 0
Loans 98 98 0 23
Other long term investments 3 368 254 3 114 3 153

Total 24 084 6 246 17 838 25 624

LIQUID ASSETS
Stocks and in progress: 3 050 1 424 1 626 1 760
Raw materials, supplies. 0
Production in progress goods 0
Production in progress services 0
Intermediate and finished goods 0
Merchandise 3 050 1 424 1 626 1 760
Receivables: 17 489 5 201 12 289 16 923
Customers and assigned 11 359 2 830 8 529 9 569

- 115 -
accounts
Supplier receivables 366 366 342
Personnel 5 5 4
State, income tax 1 685 1 685 2 329
State, tax on turnover 691 691 563
Other receivables 3 384 2 370 1 013 4 116
Diverse: 22 487 1 821 20 666 2 225
Advances and down payments on orders 0
Investment securities 4 251 1 821 2 430 1 412
Cash assets 18 236 18 236 813

Total 43 026 8 446 34 580 20 907

ACCRUALS 32
Pre-paid expenses 44 44 20
Expenses deferred over several periods 0
Redemption premiums 0
Unrealised exch. profit/loss 2 2 12

Total 47 0 47 32

TOTAL 67 157 14 693 52 464 46 564


ASSETS

- 116 -
S.A. BELVEDERE (In thousand euros)
LIABILITIES Net on 31/12/2001 Net on 31/12/2000
EQUITY CAPITAL
Share or individual capital 2 982 2 273
Issue, merger, share premiums 14 274 14 983
Appraisal increase credit -
Reserves: - 4 548 2 892
Legal reserve 227 227
Statutory or contractual reserves -
Regulatory reserves -
Others 429 429
Balance carried forward - 5 204 2 236
ANNUAL BALANCE 1 568 - 7 439
Investment subsidies -
Regulatory provisions -
Total 14 277 12 709

OTHER EQUITY CAPITAL


Revenue from the issue of shares
Advances on security
Total

PROVISIONS FOR RISKS AND EXPENSES


Provisions for risks 7 38
Provisions for expenses 168
Total 7 205

DEBTS
Refunding bonds -
Other bonded debts -
Lending institution loans and debts -
Loans 11 544 11 084
Overdrafts, accommodation 14 289 12 366
Diverse loans and financial debts -
Diverse -
Associates 534 619
Advances and down payments received / orders in progress -
Supplier debts and assigned accounts 11 095 8 444
Tax and social debts -
Personnel 55 62
Social organisms 100 97
State, income tax -
State, tax on turnover 5 0
State, guaranteed bonds -
Other tax and social debts 50 75
Debts on fixed assets and assigned accounts 322
Other debts 50 22
Total 37 723 33 090

ACCRUALS
Pre-paid income -
Unrealised exchange gains or losses 458 560
TOTAL LIABILITIES 52 464 46 564

- 117 -
Income statement in thousand euros
Entries 31 December 2001 31 December 2000
Sale of merchandise 6 309 11 554
Production sold: goods & services 478 157
Net turnover 6 787 11 712

Production in stock
Production fixed assets
Operating subsidies
Rev.Prov.& Amortn. 323 134
Other income 17 2
Eliminations per contra 0
TOTAL OPERATING INCOME 7 127 11 848

Purchase of merchandise 5 828 8 704


Variation in stock -1 161 -549
Purchase of raw materials + other supplies. 46 100
Other external purchases 2 989 5 243
Taxes and assimilated payments -6 12
Salaries, wages and social security 746 709
Amortizations / provisions 1 203 967
Other expenses 315 315
TOTAL OPERATING EXPENSES 9 960 15 500

OPERATING PROFIT OR LOSS -2 833 -3 652

Financial revenue 2 030 808


Financial expenses 11 164 5 553
FINANCIAL BALANCE -9 134 -4 745

CURRENT BALANCE BEFORE TAX -11 967 -8 397

Non-recurring income 18 133 238


Non-recurring expenses 3 793 1 512
NON-RECURRING BALANCE 14 340 -1 273

TAX -805 2 231

NET PROFIT OR LOSS 1 568 -7 439

- 118 -
ANNEX TO THE CORPORATE ACCOUNTS OF 31.12.2001

- 119 -
ANNEX TO THE CORPORATE ACCOUNTS OF 31.12.2001

S.A. BELVEDERE

10 AV.CH.JAFFELIN
21200 BEAUNE

Annex to the annual accounts


Financial year 01/01/01 to 31/12/01

Accounting rules and methods


Other significant elements
Notes on the Balance Sheet Assets
Notes on the Balance Sheet Liabilities
Notes on the Income Statement
Other information
Details of income and expenses

- 120 -
The year 2001 was marked by the following
events:

¾ The end of the Millenium conflict

This conflict came to an end on 21 December 2001 when the Belvedere


Vodka and Chopin Vodka brands were transferred in exchange for the
payment on the same date of 16 million dollars and sequestration in
favour of Belvédère of 6 million dollars payable in three annual
instalments in June 2002, June 2003 and June 2004.

Presentation of intermediate management balances in EUROS:

2001 2000
Turnover 6 786 518 11 711 823
Gross margin 1 642 020 3 400 044
Value added - 914 943 - 1 785 754
Gross operating income - 1 654 962 - 2 506 450
Operating profit/loss - 2 833 267 - 3 651 772
Current balance before - 11 967 408 - 8 396 844
Corp. tax
Non-recurring profit/loss 14 340 303 - 1 273 389
Taxes 805 109 - 2 231 008
Net balance 1 567 785 - 7 439 224

Balance sheet total before allocation: 52 464 312 EUROS


Annual balance: profit of: 1 567 785 EUROS

The notes presented hereafter are an integral part of the annual accounts
made up on 12/04/2002 by the Board of Directors.

- 121 -
The annual accounts have been drawn up and presented in accordance
with current law. They result from the orders of the Commission on
accounting regulation.

1: ACCOUNTING RULES AND METHODS

The accounting conventions have been applied in respect of the principle


of due diligence, in accordance with the basic hypotheses:
- continuity of operation.
- permanence of accounting methods from one financial period to
the next.
- independence of financial periods,
- respect of the general rules for drawing up and presenting annual
accounts.

The basic method chosen for the evaluation of the elements posted in the
accounting is the historical cost system.

PRINCIPAL METHODS USED:

• Method of amortizations and provisions for tangible and intangible fixed assets:

The amortizations are calculated following the straight line or diminishing balance method
according to the expected length of life.

Concerning trademarks and models:

⇒ registration costs:

They are amortized over 10 years, the period during which they protect a trademark or
model thus registered.

⇒ Design costs of models and trademarks:

- 122 -
They are, if necessary subject to depreciation if their marketing perspectives are uncertain.

The duration of amortization by category can be broken down as follows:

- 123 -
Method Duration
Buildings Straight line 20 years
Fittings and fixtures Straight line 10 years

Plant and equipment Straight line 5 years

Transport equipment Straight line 5 years


Office and computing equipment Diminishing balance 3 years
Office furniture Straight line 5 years
Other tangible fixed assets Straight line 6 years
Registration of trademarks and Straight line 10 years
models

• Method of evaluating equity interests and provisions:

The gross value of equity interests is constituted by the subscription cost.

Depreciation may be recorded, if the market value of the securities of the subsidiary is lower
than the cost of acquisition.

• Method of evaluation and depreciation of stock:

⇒ It is evaluated at the purchase price of the merchandise following the first in first out
method.

⇒ a provision may be recorded if :

- the purchase price becomes inferior to the possible sale price,

- the product is defective,

- the marketing project is abandoned,

- rotation of the product is weak, in which case the following rule is


observed:
∗ no rotation for the last 3 years: depreciation of 33.1/3 %
∗ no rotation for the last 4 years: depreciation of 66.2/3 %

- 124 -
∗ no rotation for the last 5 years: depreciation of 100 %

⇒ depreciation of 100% for Belvédère and Chopin decorated bottles

• Receivables and debts:

⇒ customer receivables:

The receivables are evaluated at their nominal value.


A provision for depreciation is made when the perspectives of recovery are
uncertain.

⇒ receivables and debts denominated in foreign currency:

Receivables and debts in foreign currencies are recorded for their


equivalent value in francs on the date of the operation.
At the end of the financial year, they are re-evaluated on the basis of the
last rate of exchange; unrealised exchange gains and losses are recorded
in the balance sheet in the accruals entry. If the difference between the
accounting value and the inventory value shows an unrealised loss, a
provision is then constituted.

• Investment securities:

The gross value is constituted by the purchase price excluding additional


costs. When the market value of the securities is lower than the gross
value, provision for depreciation is made for the sum total of the
difference.

⇒ own shares: they are evaluated at average weighted unit cost.

⇒ other securities are evaluated following the first in first out method.

The net value corresponds to the closing price of the securities on 28


December 2001.

2 : NOTES ON THE BALANCE SHEET ASSETS

Fixed assets :

Variations in fixed assets in 2001 involved the following entries:

EUROS Opening Increase Reduction Closing


value value

- 125 -
Intangible fixed assets
Registration costs, trademarks 1 792 628 247 956 205 558 1 835 026
and models
Design costs, trademarks and 776 613 34 835 16 486 794 961
models
Software 33 316 33 316
TOTAL 2 602 555 282 791 222 044 2 663 303

Opening value Increase Reduction Closing


value
Tangible fixed assets
Land 8 232 8 232
Buildings 32 943 26 679 59 622
Fittings and fixtures 9 622 9 622
Plant and machinery 3 021 3 021
Fittings 2 515 2 515
Transport equipment 854 854
Computer equipment 45 664 3 955 49 619
Furniture 3 919 1 969 5 888
Other tangible fixed 613 788 1 401
assets.
TOTAL 107 383 33 391 140 774

In EUROS Opening Increase Reduction Closing


value value

Long term investments


Equity interests 10 918 583 106 028 11 024
612
Asset-backed debts 9 685 848 1 175 187 4 071 739 6 789 296
Loans 98 084 98 084
Deposits and sureties 318 903 318 903
Other long term financial 3 048 980 3 048 980
claims
TOTAL 24 070 399 1 281 215 4 071 739 21 279
876

- 126 -
Notes on shareholdings:

- increase in the capital of the HOTEL DE L’ABBAYE DE TALLOIRES by 1 524 490.17


euros, which takes our shareholding to 9.97 % instead of 17.50 %.

- release of the total capital of BELVEDERE PREKYBA (Lithuania) by compensation for


receivables.

- Belvédère Nordic (Denmark), subsidiary without share capital.


Notes regarding design costs, patents and licences:

The concessions, patents and licences, gross value 2.6 million euros, can
be broken down as follows:

- 1.8 million euros on registration fees for trademarks and models, depreciated over 10
years, i.e. the period of protection of the trademark.
- 0.8 million euros on design expenses for trademarks and models.
- 0.03 million euros on software

As a result of the end of the Philips Millenium conflict, the registration fees
and design costs for trademarks and models of the bottles "Belvédère"
and Chopin have been removed from the assets, gross value 222 000
euros.

A provision of 44 000 euros has been allocated for design expenses for
brands that will not be used.

Notes regarding financial receivables:

Historically, the policy of the group when opening a subsidiary is to


contribute a minimum of capital.
In order to ensure the development of its subsidiaries and to finance their
working capital needs, the parent company is therefore led to grant its
subsidiaries medium and long term trading credits.
For implantations in developing countries, this means of financing remains
the most suitable.
For management reasons, the directorate of Belvédère SA has decided,
from 2000 on, to reclassify trading receivables in the balance sheet, in
order to permit a better appreciation of the financing made available to
subsidiaries.

Except for particular cases, the amounts maintained in long term receivables correspond to the
financing of:

- the structural costs of the subsidiary for one year


- the value of permanent stock
- the cost of investments.

- 127 -
And this deduction made from the capital contributions and possibly in
current accounts in the form of financial advances made by Belvédère SA.

Furthermore, a total of 3 048 000 euros has been left at the disposal of
the Ukrainian customer to ensure the financing of the introduction of a
distribution network, the strategy being to reproduce in the Ukraine the
commercial developments achieved in Poland with a mid range vodka.

- 128 -
Variations in amortizations and provisions on fixed assets:

Opening Increase Closing


value Reductio value
n
Intangible fixed
assets
Software 33 113 202 33 315
Trademarks & Models 322 148 185 990 37 910 470 228
SUB-TOTAL 355 261 186 192 37 910 503 543
Tangible fixed assets
Buildings 16 311 4 831 21 141
Fittings and fixtures 4 788 962 5 751
Plant and equipment 2 831 190 3 021
Fittings and fixtures 2 234 403 2 637
Transport equipment 285 285 570
Computing equipment 35 160 8 658 43 818
Furniture 2 951 800 3 751
Other tangible fixed 240 285 524
assets
SUB-TOTAL 64 799 16 414 81 213

Opening Increase Closing


value Reductio value
n
Financial investments
Equity interests 164 912 3 831 480 3 996 392
Loans 75 217 22 867 98 084
Deposits and sureties 215 045 38 827 253 872
Asset-backed receivables 280 804 1 255 461 223 033 1 313 232
SUB-TOTAL 735 978 5 148 635 223 033 5 661
580

Equity interests: See attached table of subsidiaries

Depreciations on securities are as follows:

Depreciations of 100 % have been registered for the following subsidiaries:

- 129 -
- Belvédère Deutschland (Germany) - Alcomust (Lebanon)
- Liqueurs Belvédère (Argentina) - Belvédère Brésil
- Belvédère Bulgaria (Bulgaria) - Vin Prestige (Slovenia)
- Belvédère Diffusion (France) - Mad (France)
- Vréména Goda (Russia) - Athénéum Drinks (Romania)
- Classic Drinks (Greece) - France Vins Company (Poland)
- Vltava Prod (Czech rep.)

The depreciations of 100% registered previously have been maintained, concerning the
following subsidiaries:

- Euro-Agro Roumania (Romania) - Belvédère Slovensko (Slovakia)


- Youg Rossii (Russia) - Ivan Kalita (Russia)
- Belvédère Helvétia (Switzerland) - Belvédère Yu (Yugoslavia)

The other depreciations concerned the following subsidiaries:

- Belvédère Baltic (Lithuania), at 38.26 %


- Belvédère Dystrybucja (Poland), at 5.26 %
- Sobieski USA at 74.04 %

The other securities do not justify provisions for depreciation for the
following reasons:

- Either the net worth of the subsidiary on closing date is greater than
the value of the securities held

- Or the subsidiary possesses intangible elements (namely: import


licence, trademark, business created) which are unrecorded but which
increase the value of the subsidiary

- Or the subsidiary is in start-up phase and any losses recorded are


therefore normal and do not require provision for depreciation, given
the future perspectives of profitability.

State of receivables:

Gross value Gross value At 1 year or At more than 1


less year
Fixed assets
Asset-backed securities 6 789 297 6 789 297
Loans 98 084 98 084
Other long-term investments 3 367 884 3 367 884
Liquid assets and pre-
paid expenses

- 130 -
Customer receivables 11 359 053 11 359 053
Other receivables 6 130 133 4 445 573 1 684 560
Pre-paid expenses 44 380 44 380
TOTAL 27 788 831 15 849 006 11 939 825

NB: 9 838 thousand euros of receivables held on the subsidiaries have been reclassified as long
term financial advances in order to finance permanent financial needs.

Investment securities:

On 31 December 2001, BELVEDERE held 84 974 own shares and 25 other


securities.

CATEGORY Price Gross value Provision Net value


31/12/01
Own shares 26.19 4 046 968 1 821 499 2 225 469
Other securities 8 259.88 204 483 204 483
TOTAL 4 251 451 1 821 2 429 952
499

Accrued assets included in balance sheet entries:

Long term investments (Interest/loans): 3 566 euros


Customers & assigned accounts (FAE / customers): 10 517 euros
Other receivables (RRR due / FRS): 32 098 euros

Pre-paid expenses: 44 380 euros

3: NOTES ON THE BALANCE SHEET LIABILITIES

Share capital: shares


Number Nominal value
Shares at beginning of year 1 491 100 1.52
Shares issued
Shares redeemed or
nnulled
Shares at end of year 1 491 100 2

- 131 -
Allocation of the annual balance 2000:

- Annual Balance 2000: -

The General Meeting has decided to allocate the year’s loss in the following manner:

the total loss for the financial year to be charged to the post “balance carried forward”:

- 132 -
Provisions for risks and expenses and for depreciation of assets:
14 159 492 euros.

The posts of provisions can be broken down in the following manner:

Opening Increase Closing


value Reductio value
n
Provisions for risks
and expenses
Provisions for lawsuits 5 336 3 201 3 811 4 726
Provisions for exchange 12 475 2 439 12 475 2 439
losses
Provisions for taxes 167 690 167 690 0
Other provisions for risks 19 818 19 818 0

SUB – TOTAL 205 319 5 640 203 794 7 165


Opening Increase Closing
value Reductio value
n
Provisions for
depreciation
Provision on intangible 44 332 44 332
fixed assets
Provision / securities 164 912 3 831 480 3 996 392
Provision / assigned 280 804 1 255 461 223 032 1 313 232
receivables
Provision / other long- 290 262 61 694 351 956
term invts
Provision / subsid. 120 736 2 249 624 2 370 360
current accs
Provision / customers 795 780 2 274 839 240 336 2 830 283
Provision / own shares 3 043 521 1 222 1 821 499
022
Provision / stock 129 035 1 373 533 78 295 1 424 273
SUB - TOTAL 4 825 050 11 090 963 1 763 14 152 327
685
TOTAL 5 030 369 11 096 603 1 967 14 159
479 492

State of debts: 37 722 553 euros.

Gross At 1 year or 1-5 years More than


value less 5 years

- 133 -
Lending institutions 25 833 21 846 773 3 986 812
585
Div. financial debts 534 300 534 300
Suppliers 11 095 11 095 192
192
Tax & social debts 209 636 209 636
Debts / long term
invts.
Other debts 49 840 49 840
Pre-paid revenues
TOTAL 37 722 33 735 741 3 986
553 812

- 134 -
DETAILS OF BANK LOANS

DESIGNATION INITIAL END OF CAPITAL


AMOUNT YEAR OUTSTANDING
CAPITAL
31/12/00
- 1 YEAR + 1 YEAR 5 YEARS

Fixed rate loan 6 097 961 2 267 261 1 987 719 279 542
4.70%
Variable rate 3 048 980 1 839 924 1 334 104 505 820
loan Pibor 3
months + 0.6
Variable rate 6 860 250 6 860 250 3 658 800 3 201
loan 450
EURIBOR
monthly average
at 3 months +
1.15 points
TOTAL 6 980 623 3 986
812

Debts represented by trading effects:

Suppliers: 1 254 355 euros

Expenses to be paid included in the balance sheet posts:

Loans & debts lending instit.: 882 602 euros


Suppliers: 666 376 euros
Tax & social debts: 116 453 euros

Pre-paid revenues: Nil

4: NOTES ON THE INCOME STATEMENT

Breakdown of turnover:

- 135 -
EUROS
France 197 004
Rest of the world 6 589 515
TOTAL 6 786 519

Breakdown of income tax:

Pre-tax balance Tax Post-tax


balance
Current balance - 11 967 408 + 3 974 512 - 7 992 896
Non-recurring 14 340 303 - 4 779 622 + 9 560 681
profit/loss
Employees
shareholding
TOTAL 2 372 896 805 110 1 567 786

Incidence of dispensatory tax evaluations:

Annual balance: + 1 567 786 euros

Income tax: 805 110 euros

Pre-tax balance: + 2 372 896 euros

Variation in regulatory provisions: 0 euros

Pre-tax balance excl. dispensatory tax evaluations: + 2 372 896 euros

- 136 -
Increases and reductions in future tax debt:

Total Tax
Increase:

Reduction:
Unrealised appreciation 459 866 153 289
Long term losses 3 987 622 757 648
Provisions not deductible the year of 11 223 3 741
their accounting

5: OTHER INFORMATION

Payment of directors:

This information is not communicated as it would necessitate the divulgation of


individualised information.

Average workforce:

Employees: 1
Managers: 9
TOTAL: 10 including 3 expatriated

Identity of the parent company consolidating the accounts of the


company:

BELVEDERE SA is the consolidating parent company.

Leasing:

Three cars used for the general needs of the business are allocated to the General Management
and Financial Management.

- rental expenses for the year: 24 752 euros


- original value, incl. taxes: 120 086 euros
- provision for depreciation if they had been purchased : 22 029 euros
- fraction re-integrated for tax purposes: 1 441 euros

- 137 -
- length of contracts: variable from 48 to 61 months

Commitments given:

NAME OF COUNTRY START OF END OF AMOUNT AMOUNT


BENEFICIARY GUARANT GUARAN IN IN
EE TEE FOREIGN EUROS
CURRENCY
FEDERAL ALCOHOL 50 000 CHF 33 743
AUTHORITY
SWITZERLA 27/10/199 UNLIMITE
ND 9 D
HUNGARIAN CUSTOMS HUNGARY 44 210
02/08/199 30/09/20
9 02
COMMERZBANK GERMANY 204 517
24/08/200 15/03/20
0 02
ANGOULEME CUSTOMS FRANCE 1997 15 245
UNLIMITE
D
DANISH CUSTOMS DENMARK 15/02/00 2002 26 902
ETOILE COMMERCIALE FRANCE 228 674
26/03/199 UNLIMITE
9 D
CIC BRO France 76 225
17/12/199 UNLIMITE
9 D
TOTAL 629 516

Commitments received:

Within the framework of the settlement of the conflict with Phillips Millenium, Belvédère has
received a commitment regarding the payment of a total supplementary price of 6 million
dollars to be paid in June 2002, June 2003 and February 2004.

6: DETAILS OF INCOME AND EXPENSES

Income due:

- on long-term investments: -
- on customers and assigned accounts:10 517 euros

- 138 -
- on other receivables: 32 098 euros

Pre-paid income: Nil

Pre-paid expenses: 44 380 euros

Expenses owing:

Total expenses owing including in the following balance sheet posts:

Loans and debts, lending institutions:882 602 euros

Bank interest incurred: 882 602 euros

Debts, suppliers and assigned accounts:666 376 euros

Diverse expenses, invoices not received:666 376 euros

Tax and social debts: 116 453 euros

Personnel: 26 733 euros


Provision paid holidays owing:27 902 euros
Soc. Sec. organisms/ leave owing: 11 867 euros
Diverse taxes: 49 951 euros

Total: 1 665 431 euros

Principal elements contributing to the financial balance:

The financial balance, a deficit of 9 134 KE, can be broken down in the following manner:

For the expenses:

- bank interest: 1 349 000 euros

- balance / sales: 82 000 euros

- other financial expenses: 2 250 000 euros

- prov.depreciation subsidiary current accs.:2 237 000 euros

- prov. depreciation / long-term invts.:4 926 000 euros

- 139 -
For the income:

- resulting from exchange: 481 000 euros

- other financial income: 6 000 euros

- prov. reversal / own shares: 1 222 000 euros

Exposure to exchange risks:

Receivables in dollars total: 2 290 000 $

Principal elements contributing to the non-recurring balance:

The non-recurring balance, a profit of 14 340 000 euros, can be broken


down in the following manner:

For the expenses:

- prov. for depreciation: 2 653 000 euros


- Share of Millenium litigation: 916 000 euros
- Other non-recurring expenses: 40 000 euros

For the income:

- compensation: 181 000 euros


- prov.reversal tax disputes: 168 000 euros
- prov. reversal IFA: 19 000 euros
- trademark sale income: 17 581 000 euros

Note on intra-group operations:

Receivables on consolidated subsidiaries: 6 627 281 Euros


Debts on consolidated subsidiaries: 5 972 369 Euros

7: DIVERSE INFORMATION:

- 140 -
Euroverrerie dispute:

Our company is involved in a dispute with the Euroverrerie company and was sentenced to
pay 535 000 euros by the first hearing before the Commercial Court. Belvédère is appealing
against this decision, and is still awaiting the court's decision. To date, we consider that we
have strong arguments to back our position and have not allocated any funds to pay the claim
in our accounts of 31 December 2001.

- 141 -
Table of subsidiaries and shareholdings

NAME OF COUNTRY CAPITAL Equity % holding Gross Net Turnover Net profit Loans
CONSOLIDATED Capital in equity share share or loss Guarant & Observation
SUBSIDIARIES capital value value ees & advanc s
sureties es
before
prov.
Belvédère logistik GERMANY 25.00 51.00 90.00% 26.17 858.00 0.00 204.52
26.17
Belvédère BULGARIA 27.00 -232.75 100.00% 0.00 884.02 -412.51 756.31
Bulgaria 27.79
Tianjin Belvédère CHINA 632.04 1 100.00% 152.45 1 248.83 29.02 742.00
international 828.83 152.45
Trade Co Ltd
Belvédère FRANCE 458.00 -777.00 100.00% 0.00 1 681.00 -653.00 304.90 529.47
Diffusion 457.35
Mad Sarl FRANCE 76.00 -455.42 100.00% 0.00 3 472.00 -978.42 1
387.59 228.73
Belvédère HUNGARY 12.24 60.42 80.00% 8.68 284.09 4.58 44.21 55.00
Hungaria 8.68
Belvédère Baltic LITHUANIA 113.55 55.92 80.00% 45.18 728.40 -18.16
73.18
Belvédère LITHUANIA 1 809.64 1 65.66% 984.62 11 105.35 -84.38
Prekyba 695.24 984.62
Belvédère POLAND 5 298.53 3 100.00% 4 4 94 -3 237.30
Dystrybucja 567.07 806.22 553.22 699.82
Euro-Agro POLAND 1.43 52.64 67.00% 0.97 1 264.03 5.45
Warszawa 0.97
France Vins POLAND 57.22 -181.27 98.80% 0.00 1 583.66 -44.43 580.09
60.28
Cris Vin POLAND 715.24 1 90.00% 1 12 680.06 228.83 Subsidiary of
089.75 001.34 Dystrybucja
Alco Pegro POLAND 2 346.00 252.97 45.00% 1 48 810.12 62.71 Subsidiary of
058.56 Dystrybucja
Athéneum Drinks ROMANIA 3.80 -28.10 51.00% 32.55 Subsidiary
Int'l 19.17 put on hold
Vremena Goda RUSSIA 4.84 -85.86 55.00% 0.00 5 971.55 461.65 2
9.56 029.68
Vin Prestige SLOVENIA 17.03 -1.20 51.00% 0.00 0.00 -19.16 83.70
12.81
Belvédère Ceska CZECH 109.50 217.79 98.60% 107.45 1 902.10 55.13 657.00
REP. 107.45
Sobieski USA USA 2.27 808.01 100.00% 3 807.65 1 402.22 -368.72 9.15
111.65

- 143 -
NAMES OF NON COUNTRY CAPITAL Equity % holding Gross Net Turnover Net profit Loans
CONSOLIDATED Capital in equity share share or loss Guarant & Observation
SUBSIDIARIES capital value value ees & advanc s
sureties es
Belvédère GERMANY 75.00 0.00 75.00% 0.00 385.36 0.00 214.06 50%
Deutschland * 37.50 subsidiary
with
Dystrybucja
Belvédère ARMENIA 44.54 27.06 60.00% 27.44 56.32 -2.60 58.00
Arménie 27.44
Voie d'Or BELARUS 0.24 371.43 60.00% 16.34 3 770.37 10.22 792.30
16.34
Galliart BELARUS 3.57 26.64 99.50% 22.09 271.44 4.05 136.55
22.09
ABBAYE de FRANCE 2 134.29 -628.79 9.97% 212.74 1 778.21 -111.96 7.42
Talloires 212.74
Belvédère St RUSSIA 2.98 -122.92 55.00% 0.00 1 541 -100.09 Subsidiary of
Petersbourg 3.00 Vremené
Goda
Ivan Kalita RUSSIA 3.73 0.30 55.00% 3.77 561 5.47 Subsidiary of
(Southern 3.77 Vremené
Russia) Goda
Belvédère SLOVAKIA 40.35 -227.86 100.00% 0.00 432.70 -52.09 206.00
Slovensko 48.94
Belvédère 12.35 -452.47 100.00% 0.00 0.00 0.00 33.74 527.58 Subsidiary
Helvétia SWITZERL 12.30 put on hold
AND
Belvédère SERBIA 10.83 42.37 100.00% 0.00 240.88 85.25 51.17
Yugoslavia 9.15

- 144 -
NAME OF COUNTRY CAPITAL Equity % holding GROSS Net Turnover Net profit Loans
SUBSIDIARIES Capital in equity SHARE share or loss Guarant & Observation
WITHOUT capital VALUE value ees & advanc s
ACTIVITY sureties es
Belvédère 38.11 0.00 95.00% 0.00 0.00 0.00 510.85 Subsidiary
Argentina * ARGENTIN 38.11 put on hold
A
Belvédère Brésil * BRAZIL 93.30 0.00 95.00% 0.00 0.00 0.00 294.66 Subsidiary
88.55 put on hold
Belvédère Nordic DENMARK 0.00 0.00 100.00% - 0.00 0.00 0.00 26.90 217.61 Subsidiary
put on hold
Sobieski FRANCE 7.62 5.97 100.00% 7.59 0.00 -0.52 1.85
7.59
Classic Drinks GREECE 69.82 50.16 100.00% 0.00 0.00 0.00 Subsidiary
77.13 put on hold
Alcomust LEBANON 18.13 -116.65 98.50% 0.00 1.96 -55.98 150.88 Subsidiary
27.59 put on hold
Euro-Agro- ROMANIA 51.00% 0.00 0.00 0.00 Subsidiary
Roumania 8.77 put on hold
Vinalcool ROMANIA 114.64 78.36 35.85% 55.62 0.00 0.00 292.62 Subsidiary
55.62 put on hold
Youg Rossii * RUSSIA 76.53 0.00 80.00% 0.00 0.00 0.00 Subsidiary
73.03 put on hold
Ivan Kalita * RUSSIA 11.28 0.00 51.00% 0.00 0.00 0.00 Subsidiary
(Moscow) 12.72 put on hold
Vltava Prod Sro * CZECH 2.90 0.00 100.00% 0.00 0.00 0.00 Subsidiary
REP. 3.05 put on hold
* Estimated data

- 145 -
- 146 -
Cabinet Jean-Louis Durand
KPMG Entreprises 31, rue Auguste Brullé
21000 DIJON
BP 51
71103 CHALON SUR SAONE CEDEX

SA Belvédère

General report

of the Auditors

Financial year ending 31 December 2001


SA Belvédère
10, avenue Charles Jaffelin - 21200 Beaune
This report contains pages
SM/SAM

- 147 -
SA Belvédère

Head office: 10, avenue Charles Jaffelin - 21200 Beaune


Share capital: 2 982 200 euros
General report of the Auditors

Financial year ending 31 December 2001

Ladies and Gentlemen,

In execution of the mission entrusted to us by your General Meeting, we


present to you our report relating to the financial year ending 31
December 2001, on:
„ the inspection of the annual accounts of the company Belvédère, established in euros, such as they are
joined to the present report;
„ the specific verifications and information provided for by law.
The annual accounts have been made up by your board of directors. It is
our duty, on the basis of our audit, to express our opinion on these
accounts.
Opinion on the annual accounts
We have carried out our audit in accordance with the professional
standards applicable in France; these standards require the use of all due
diligence in order to obtain the reasonable assurance that the annual
accounts do not contain any significant discrepancies. An audit consists in
examining, by investigation, the probative elements which justify the
information contained in these accounts. It also consists in evaluating the
accounting principles followed and the significant estimations used to
make up the accounts and to evaluate their overall presentation. We
believe that our inspection provides a reasonable basis for the opinion
expressed hereafter.
We certify that the annual accounts, drawn up in accordance with the
accounting rules and principles applicable in France, are truthful and
correct and give a faithful picture of the operating results for the financial
year, and of the financial situation and property of the company at the
end of the financial year.
Specific verifications and information
We have also, in accordance with the professional standards applicable in
France, carried out the specific verifications provided for by law.
We have no observation to make on the veracity and coherence with the
annual accounts of the information given in the management report of the
board of directors and in the documents addressed to shareholders on the
financial situation and the annual accounts.
In application of the law, we have verified that the diverse information relating to shareholdings,
control and the identity of holders of capital have been communicated to you in the management
report.

- 149 -
Drawn up in Chalon sur Saône and Dijon, 10 June 2002

KPMG Entreprises Cabinet Jean-Louis Durand


Division of KPMG S.A.

Sylvie Merle Thierry Lemarquis Jean-Louis Durand


Associate Associate

SOCIETE BELVEDERE

Société Anonyme (Limited Company) with Capital of 2 982 200 Euros

Head Office: 10, Avenue Charles Jaffelin


21200 – BEAUNE

Financial year ending 31 December 2001

SPECIAL REPORT OF THE AUDITORS

ON THE REGULATORY CONVENTIONS

- 150 -
Jean-Louis DURAND KPMG
ENTREPRISES
Auditor Auditor
31, rue Auguste Brullé BP 51
21000 DIJON 71101 – CHALON-SUR-SAONE
CEDEX

- 151 -
Ladies and Gentlemen Shareholders,

In our capacity as Auditors to your company, we present to you our


report on the regulatory agreements.

In application of article L.225-40 of the Code de Commerce, we have


been informed of the agreements which have been subject to prior
authorisation by your Board of Directors.

It is not our duty to search for the possible existence of other


agreements but to communicate to you, on the basis of the information we
have been given, the essential characteristics and conditions of those of
which we have been informed, without expressing our opinion on their
usefulness or justification. It is your responsibility, under the terms of
article 92 of the Decree of 23 March 1967, to evaluate the interest of the
conclusion of these agreements with a view their approval.

We have executed our mission in accordance with the standards of


our profession; these standards require the use of all due diligence to verify
that the information given to us is coherent with the source documents
from which they are drawn.

I/ Operations relating to the new conventions approved during the year

With the SOCIETE BELVEDERE DYSTRYBUCJA (Poland)

Directors concerned: Messieurs. J. ROUVROY and K. TRILINSKI

a) Nature and purpose: Compensation paid to this company

Conditions:

If a transactional agreement is reached with the company PHILLIPS


BEVERAGE COMPANY, your company has undertaken to pay its subsidiary
BELVEDERE DYSTRYBUCJA the following compensation:

- late payment penalty on the debts due to its subsidiary of which the
payment has been differed, calculated at the legal rate valid in Poland.

For this purpose, your company has agreed the sum of


.................................................................... 618 607 E

- 50 % share in the late penalty payment due for excise duties.

- 152 -
For this purpose, your company has agreed the sum of
.................................................................... 1 631 789 E

b) Nature and purpose: share in advertising and publicity expenses


associated with the trademarks incurred by the company concerned

Conditions:

For this purpose, your company has agreed the sum of


.................................................................... 976 257 E

II/ Operations relating to conventions approved previously

Furthermore, in application of the Decree of 23 March 1967, we have


been informed that the execution of the following agreements, approved
during previous financial years, has continued during this financial year.

1) With the SOCIETE FINANCIERE DU VIGNOBLE

Nature and purpose: Remuneration of current account

Conditions:

The Société Financière du Vignoble has agreed an advance to your


Company. .....................................................
On 31 December 2001 the sum total of this advance was
.................................................................... 15 727 E

This advance is not remunerated.

2)/ With Monsieur K. TRILINSKI

Nature and purpose: Rental lease to BELVEDERE of premises for use as


offices
and reception area for customers and directors in WARSAW

Conditions:

- 153 -
The deposit paid at the start of the lease represents the sum of
.................................................................... 16 976 E

The rent for the financial year 2001 represents the sum of
.................................................................... 12 780 E

3)/ With Messieurs J. ROUVROY and K. TRILINSKI

Nature and purpose: Current accounts opened in the books of BELVEDERE

Conditions:

The balances on 31 December 2001 were:

- Monsieur J. ROUVROY, credit .......................... 1 992 E

- Monsieur K. TRILINSKI, credit ........................ 61 283 E

The above-mentioned current accounts are not remunerated

4) With the FINEST partnership

Nature and purpose: Rental lease to BELVEDERE of a building for use as


offices
and Head Office: 10, Avenue Charles Jaffelin in BEAUNE

Conditions:

The balance of the current account on 31 December 2001, is a credit of 49


840 E

Rental for the financial year 2001 excl. tax, represents the sum of
.................................................................... 27 411 E

5) With the Company BELVEDERE DYSTRYBUCJA

- 154 -
Nature and purpose: Non-remunerated current account

Conditions:

The current account, on 31 December 2001, is settled

- 155 -
6) With the Company FRANCE VINS COMPANY

Nature and purpose: Non-remunerated current account

Conditions:

The current account, on 31 December 2001 represents a debit of 99 092 E

7) With the Company SOBIESKI (France)

Nature and purpose: Non-remunerated current account

Conditions:

The current account, on 31 December 2001, represents a debit of 1 852 E

8) With the Company HOTEL DE L’ABBAYE

Nature and purpose: Loan to this company in the form of non-remunerated


current account

Conditions:

The current account, on 31 December 2001, represents a debit of 7 418 E

Drawn up in Dijon and Chalon, 10 June 2002


The Auditors

Cabinet Jean-Louis DURAND KPMG


ENTREPRISES
Division of KPMG
SA

- 156 -
Jean-Louis DURAND S.
MERLE
Associate

SUPPLEMENTARY NOTES ON THE 2001 ACCOUNTS

1. Use of preferential methods

Preferential methods have been applied except for reporting retirement payments
and financial leasing.
The evaluation of retirement payments gives only insignificant sums, since the
seniority of employees working for the Group's French companies is relatively low
(mostly less than 5 years) and the work force is mainly located in developing
countries.

2. Employee shareholding

No expenses have been reported given that there is no legal obligation to introduce
an employee shareholding plan in the countries in which we operate (developing
countries). In France, the applicable work force thresholds have not been exceeded.

3. Sector based information

Intangible and tangible fixed assets can be broken down as follows (in K€):

1) Breakdown of net tangible fixed assets per geographical area and per product

Vodka and spirits Wine and others Total

- 157 -
Poland (*) 3 417 346 3 763
Lithuania 314 314
Russia 129 28 157
France 84 84
Czech. rep. 77 77
China 203 203
Others 172 172

Total 4 005 765 4 770

2) Intangible fixed assets

Intangible fixed assets (excluding consolidated goodwill) are essentially made up of


design and registration costs for Belvédère SA trademarks.

Net consolidated goodwill can be broken down as follows:

Vodka and spirits Wine and others Total


Poland (*) 1 141 1 141
Lithuania -22 -22
United States 921 921
France 27 27
Total 2 089 -22 2 068

(*) entries in Zloty.

4. Own shares maintained as assets

The original reason for buying back the company's own shares is to stabilise the
stock exchange price.

5. Table of variation in equity capital over 2 years

Group share Minorities Total


Net consolidated worth 31.12.99 26 917 26 26 944
Entries into perimeter 769 769
Unrealised capital exchange 1 151 (7) 1 143
gains/losses
Distribution of dividends Belvédère SA (440) (440)
Other movements (97) 15 (82)

- 158 -
Consolidated profit/loss 2000 (13 660) (335) (13 994)

Net consolidated worth 31.12.00 13 872 468 14 340


Entries into perimeter 63 63
Unrealised capital exchange 510 67 577
gains/losses
Other movements (43) / (43)
Consolidated profit/loss 2001 1 949 155 2 104

Net consolidated worth 31.12.01 16 288 753 17 041

6. Debt: breakdown according to fixed/variable rate

Loans and debts / lending Fixed rate Variable rate


institutions
Total 45,613 million 2,267 (fixed rate 4.70%) 43,346
euros

Note: the company does not have any financial leasing commitments with the
exception of a few insignificant amounts for office equipment.

7. Non-recurring classification of provision for stock

The 3 M€ provision for stock has been entered in the non-recurring category in order
to meet the suspensive condition set by the settlement agreement for the sale of the
Belvédère and Chopin brands, i.e. the destruction of bottles for these 2 brands in
stock.
The revenue from the sale of the two brands is classed as non-recurring and all the
costs, of whatever nature, associated with the sale have also been registered as non-
recurring profit/loss.

8. Details of exchange gains or losses and application of § 322 of the R 99-02

- 159 -
Exchange gains or losses come to 169 thousand €: in application of §322 of the R
99-02, we have registered exchange gains or losses associated with long term
receivables on consolidated subsidiaries as equity capital (sum affected in 2001: 54
thousand €). Only exchange gains or losses on short term receivables are taken into
account in the financial result for the period in question.

9. Tax proof

Proof is given in § 5.5 of the consolidated annex and can also be presented as
follows:

Accounting profit/loss before tax 4 982


Average tax rate (*) 30 %
Theoretical tax 1 495
Non-posting of receivables on loss-making 1 800
subsidiaries
Re-evaluation with no impact on tax (1 000)
Others 169
Recorded tax 2 464

(*) on account of the tax rates of foreign subsidiaries (particularly in Poland)

10. Impact of the variation in the Zloty on the financial period (management
report)

Given that the Zloty gained 10% in 2001, the impact on our consolidated accounts
can be summarised as follows (in thousand €):

- on turnover: + 3 700
- on the operating profit/loss: + 50

- 160 -
11. Services rendered by the parent company

Belvédère Sa essentially has a holding activity controlling a network of 24 operational


subsidiaries compared with 32 in 2000, as a result of the restructuring plan.

The parent company also has a secondary activity of purchasing on behalf of its
subsidiaries, particularly wine and dry material produced in the West. For this
import/export activity, it allocates itself a normal margin of approximately 30%.
However, the parent company's import/export activity is gradually decreasing due to
the delocalisation of dry products to Poland. In order to compensate this loss of
revenue as a result of new Group policy, since 1 January 2002, royalties contracts
have been introduced, i.e. 0.15 euros per bottle of 50 cl sold under a group brand.

12. Investments made in 2001 and early 2002

DATA IN FIGURES AND COMMENTS ON INVESTMENTS MADE

STAROGARD GDANSKI: Acquisition of 70% of the capital on 17 January 2002 for


38 million Polish Zloty, i.e. approximately 9 million euros in the context of a
privatisation programme.

In thousand Zloty 2000 2001


Turnover 294 071 381 160
Operating profit/loss 3 787 6 042
Current profit/loss 717 3018
Net profit/loss 423 -325
Equity capital 31 667 31 342
Net debt 15 092 23 479

Volume of pure alcohol in thousand litres 100° 16 016 17 855

Policy envisaged for the future:

In ceasing to be a public company, the distillery will undergo profound restructuring in


order to adapt it to our performance standards. The reorganisation plan started in the
second half of 2002 and will lead to savings on expenses from 2002 onwards.

Means of financing:

- 161 -
This acquisition of 9 million euros was financed out of the capital resources of
Belvédère Sa, in particular thanks to the income from the sale of the Belvédère and
Chopin brands.

ALCO PEGRO: Acquisition of 45% of the capital on 28 August 2001 for 3.5 million
Polish zloty, i.e. approximately 1 million euros.

In thousand Zloty 2000 2001


Turnover 96 335 179 172
Operating profit/loss 712 2 026
Current profit/loss -1 321 2 114
Net profit/loss -1 720 122
Equity capital 4 500 8 200
Net debt 35 404 28 759

Volume of pure alcohol in thousand litres 100° 14 685 8 692

Policy envisaged for the future:

This acquisition constitutes a production tool that is entirely given over to the
distribution subsidiary Belvédère Dystrybucja. It presents two major assets, storage
capacities free of alcohol duties, fairly close to Warsaw, and its geographical location
in the Mazovsze region, reputed for its rye.

Means of financing:

This acquisition of 1 Million euros was financed out of the capital resources of
Belvédère Dystrybucja.

13. Securities

The only securities involve the Group's own shares

Nature of assets Beneficiary Consideration for Amount


guaranteed the guarantee
50.000 own shares Caisse d'Epargne Bank overdraft 662.000 Euros
in Belvédère de Bourgogne

- 162 -
There are no other securities.

14. Table of commitments

Contractual Total in Payments due per period


obligations thousand
euros
At 1 year or 1-5 years More than
less 5 years
Long term debts 12 326 8 339 3 987
Obligations with (a)
regard to leasing-
financing
Simple lease (a)
contracts
Irrevocable 9 000 9 000
obligations to
purchase (b)
Other long term 0
obligations
TOTAL 21 326 17 339 3 987 0

(a): Sums are insignificant and only concern cars and photocopiers.

(b): Concerns the commitment to acquire the Starogard Gdanski distillery awarded in
the context of a privatisation programme. This acquisition was paid for on 17 January
2002.

Other commercial Total in Amount of commitments per period


commitments thousand
euros
At 1 year or 1-5 years More than
less 5 years
Lines of credit 33 287 33 287
Letters of credit 0
Guarantees 0

- 163 -
Obligations to 0
repurchase
Other commercial 0
commitments
TOTAL 33 287 33 287 0 0

There are no other commitments outside the balance sheet.

15. Regulatory convention 2002

After the close of the financial period, a new convention was signed by Belvédère Sa
and Christophe Trylinski, the conditions of which are as follows:
- Date of the convention: Board of directors meeting of 12 April 2002
- Purpose of the convention: Commitment by Christophe Trylinski to sell his share
in Alco Pegro, i.e. 55% of the capital before 30 June 2003.
- Sum: Advance of 50,000 euros credited to Christophe Trylinski's current account.
The total amount payable for the transaction will be decided at a later date.

- 164 -
CONSOLIDATED ACCOUNTS FOR THE 1st HALF OF 2002

- 165 -
Consolidated accounts of 30
June 2002
(Figures in Thousand euros)

INCOME STATEMENT
30/06/02 31/12/01

Entries GROSS DEPREC NET NET

Subscribed capital not called up


Intangible fixed assets:
. Preliminary expenses 4 4 5
. Research & Development expenses
. Concessions, Patents,Licences 7 646 570 7 076 2 227
. Trading funds
. Advances & down payments
. Other intangible fixed assets 424 293 131 39
Consolidated goodwill 2 968 1 108 1 860 2 089
Total intangible Fixed Assets 11 042 1 971 9 071 4 360

. Land 151 42 108 165


. Leased land
. Buildings 4 540 1 818 2 722 1 176
. Leased buildings
. Tech. Install. Plant & Equipment 11 144 7 860 3 284 2 558
. Leased Tech. Install. Plant & Equipt
. Other Tangible Fixed Assets 2 830 1 716 1 114 753
. Other Leased Tangible Fixed Assets
. Tangible Fixed Assets in progress 76 76 118
. Advances & down payments 36 36
Total tangible Fixed Assets 18 777 11 436 7 341 4 769

. Other Equity Interests 866 481 385 350


. Asset backed Securities 2 222 1 299 923 997
. Other Long-term Securities 3 3
. Loans 709 220 488 748
. Others 3 369 288 3 081 3 116
Total Long term investments 7 168 2 289 4 879 5 211
TOTAL FIXED ASSETS 36 987 15 696 21 291 14 340

. Raw materials & supplies 279 279 188


. Production in progress /Goods 1 508 1 508 225
. Production in progress /Services
. Intermediate & Finished Goods 4 807 125 4 682 451
. Merchandise 12 083 2 273 9 811 14 135
Stcoks & In-progress 18 678 2 398 16 280 14 999
Advances & Down payments paid on 370 370 654
orders

- 166 -
. Customer receivables & assigned 37 547 4 455 33 093 32 987
acc.
. Others 4 171 4 171 3 609
Diverse receivables 4 186 1 261 2 925 1 666
Capital subscribed, called for and
unpaid
Investment securities: Own shares 4 061 1 637 2 424 2 403
Investment securities: Other shares 204
Cash assets 1 294 1 294 19 962
Pre-paid expenses 186 186 124
Trade receivables: 51 816 7 352 44 463 61 609
TOTAL LIQUID ASSETS 70 494 9 750 60 744 76 609
Expenses deferred over several periods III
Deferred tax debit /credit IV 866 866 517
Redemption premiums /Obligations V
Unrealised exchange gains or losses
VI
Eliminations per contra VII
GENERAL TOTAL (0 to VII) 108 347 25 447 82 900 91 467

- 167 -
Consolidated accounts of 30 June
2002
(Figures in Thousand euros)

LIABILITIES
Entries 30/06/02 31/12/01
Capital 2 982 2 982
Issue, merger, share premiums 14 274 14 274
Appraisal increase credit
Legal reserve 227 227
Other reserves 429 429
Internal re-evaluation
Balance carried forward -3 636 -5 204
Regulatory provisions
Investment subsidies
Consolidated reserves, group share 45 477 46 264
Unrealised exchange gains or losses -45 342 -44 634
Annual balance, group share -2 088 1 949
TOTAL CAPITAL AND RESERVES 12 324 16 288
Minority interests / reserves 4 054 546
Minority interests / unrealised exch. profits 157 52
Minority interests / annual balance -93 155
TOTAL MINORITY INTERESTS 4 118 753
Other equity III
Provisions for risks 492 375
Provisions for expenses 372
Provisions / tax debits 1 904 1 010
Prov. consolidated goodwill (-) 20 22
TOTAL PROVISIONS 2 788 1 407
Financial debts:
. Refunding bonds
. Other bonded debts
. Loans & debts / lending institutions 38 356 45 614
. Leased loans
. Diverse financial loans & debts 491 728
Advances & down payments rcd on orders 158 129
Operating debts:
. Supplier debts & assigned accounts 10 378 15 938
. Tax & social debts 10 425 8 261
. Others 1 412 2 118
Diverse debts:
. debts on fixed assets & assigned acc.
. Tax debts (I.S.)
. Others 2 409 199
Pre-paid income 26 31
TOTAL LOANS AND DEBTS 63 654 73 018
Unrealised exchange gains or losses VI 16 1

GENERAL TOTAL (I to VII) 82 900 91 467

- 168 -
Consolidated result on
30 June 2002
(Figures in thousand euros)

INCOME STATEMENT

Entries 30/06/02 30/06/01 31/12/01


OPERATING INCOME:
Sale of merchandise 102 176,82 67 117,36 161 757
Production sold: goods & 201,08 92,69 478
services
Net turnover 102 377,90 67 210,05 162 235
Production in stock
Production fixed assets
Operating subsidies
Rev.Prov.& 146,40 85,83 330
Amort.,transf.Expenses
Other income 363,82 228,22 945
Eliminations per contra 0,12
Total I 102 888,24 67 524,10 163 510,00
OPERATING EXPENSES:
Purchase of merchandise 85 525,37 54 073,06 135 863
Variation in stock -1 129,59 -79,43 -1 134
Purchase raw materials & other 46
supplies.
Other external purchases 119,92
Taxes and assimilated 11 515,56 8 494,46 19 965
Purchase of merchandise 125,96 192,54 350
Personnel expenses:
. Salaries and wages 3 854,96 2 268,14 4 592
. Social security (1) 963,02 625,19 1 146
Prov. for amortn.:
. Prov. for fixed assets. and 1 047,74 1 176,45 1 573
deferred expenses
. Prov. for amortn. / fixed assets 44
. Provisions / liquid assets 542,25 1 159,83 1 607
. Provisions / risks & expenses 10,07 61,44 725
Other expenses 177,85 120,43 315
TOTAL II 102 753,11 68 092,11 165 092
OPERATING PROFIT/LOSS (I- 135,13 -568,01 -1 582
II)
FINANCIAL INCOME:
- other securities, fixed asset receivables 6
. other interests, assimilated 392,73 995,03 1 598
income
. Rev./ prov. & transf. expenses 184,81 1 234,68 1 458
. Exchange gains 881,39 357,19 217
. Net income / sale of securities 21,86 14,94 17
TOTAL V 1 480,79 2 601,84 3 297
FINANCIAL EXPENSES:
. Amortizations & provisions 452,79 971,25 2 504
. Interests & assimilated 3 749,69 3 303,27 8 158

- 169 -
expenses
. Exchange losses 522,21 366,79 45
- Net expenses / sale of 388,81 99
securities.

TOTAL VI 5 113,50 4 641,31 10 806


FINANCIAL BALANCE (V-VI) -3 632,71 -2 039,47 -7 509
CURRENT PRE-TAX -3 497,58 -2 607,48 -9 090
BALANCE
NON-RECURRING INCOME:
. On management operations 12,71 181,26 188
. On capital operations 2 041,02 0,46 18 081
. Rev./Prov.& transf. expenses 1 920,10 167,69 187
- Eliminations per contra 5,84

TOTAL VII 3 979,67 349,41 18 456


NON-RECURRING
EXPENSES:
. On management operations 2 208,51 468,78 1 081
. On capital operations 27,00 0,30 190
. Amortizations & provisions 138,28 3 112

TOTAL VIII 2 373,79 469,08 4 383


NON-RECURRING BALANCE 1 605,88 -119,67 14 073
(VII-VIII)
Income tax (X) 172,97 799,90 1 692
Tax credit or debit (XI) -248,65 -240,55 772
BALANCE COs INTEG. -1 816,02 -3 286,50 2 520
( Bef.Amt.Conso.Goodwill.)
Prov./Rev. 364,08 176,84 415
Amt/Prov.Conso.Goodwill.COs
INTEG.
NET CONSOLIDATED -2 180,10 -3 463,34 2 104
BALANCE
. Minority int. share -92,59 178,67 155
. Parent co. share -2 087,51 -3 642 1 949
Result per share -1,40 -2,44 1,31
Diluted result per share -1,37 -2,40 1,28
(1) including employee shareholding

- 170 -
ANNEX TO THE CONSOLIDATED HALF YEARLY
ACCOUNTS

1. Key events

The first half of 2002 was marked by the following events:

ƒ On 17 January 2002, Belvédère Dystrybucja, distribution subsidiary in


Poland, acquired the Starogard Gdanski plant for 30 million zloty i.e.
approximately 8 million euros.

ƒ On 7 May 2002, Starogard Gdanski signed a preliminary agreement to sell


the Zoladkowa Gorzka brand to a Polish operator for the sum of 38 million
Zloty i.e. approximately 10.3 million euros. The transfer of ownership took
place on the date of payment on 10 September 2002

ƒ The definitive closure on 30 June 2002 of the MAD subsidiary located in


France, that was responsible for monitoring the bottle production activity
that has now been delocalised to Poland.

ƒ The first steps to close the subsidiary Belvédère Diffusion, whose


distribution activities in France have been taken over by the Auxil Sa
company, subsidiary of the Todhunter-Angostura group founded back in
1824 and whose products are today marketed throughout the world.

2. Perspectives for 2002 and 2003

ƒ Growth of sales:

As a result of the 30% decrease in excise effective on 1 October 2002 in


Poland, sales have increased sharply since October. The drop in duties is part
of the political approach in support of the official vodka market in an effort to
marginalize illegal imports of vodka, which disorganise the market.

ƒ Introduction of an industrial policy:

Following the shareholding acquisition in the Alco Pegro distillery on 28 August


2001, now Krolewska Destylarnia Sobieski; followed by the privatisation of
the Fabryka Wodek Gdanskich distillery in Starogard Gdanski on 17 January
2002; the Group is about to add to its industrial tools by taking over a majority
share in the Destylarnia Polmos Krakow distillery in Cracow, in
October/November 2002.

As a result of the group's acquisitions, market share will once again exceed
12%. At the same time, specific activities will be developed for each
production unit.

- 171 -
Simultaneously, efforts have been made in terms of reorganisation in order to
make as many savings as possible on a large scale. Synergies started to
emerge in the second half of 2002, for example by globalisation of supplies,
pooling of sales forces, marketing and administrative resources, etc.

ƒ Development of the wine activity

Belvédère has strengthened its strategic position regarding wine through the
acquisition in September 2002 of a winery located in Bulgaria, for the sum of
approximately 5 million euros. The company in question has 2 production sites
in Ménada and Oriahovitza. It has a vinification potential of 20 million bottles.
This acquisition will secure wine distribution supplies in Poland as well as in
other Eastern European countries.

3. Comparability of financial information: proforma on 30 June 2001 after


integration of new subsidiaries

If Starogard Gdanski and Alco Pegro had been integrated in the accounts of 30 June
2001, the group's financial statement and consolidated profit/loss would have been
as follows:

Financial statement
Assets Liabilities
Consolidated goodwill 2 056Capital and reserves 15 127
Intangible fixed assets 7 467Profit or loss -3 929
Tangible fixed assets 8 263Group equity capital 11 198
Long term investments 6 891Minority interests 4 045
Fixed assets 24 676Financial debts 50 767
Stocks 24 979Suppliers 21 811
Other debts and
Customer receivables 47 827 provisions 17 882
Other receivables 8 928
Financing of take-
Cash and investments 4 519 overs 5 224
110 928 110 928

Balance

Turnover 120 037


Operating profit/loss -116
Current balance -2 629
Non-recurring result -383
Non-recurring balance 525
Tax expenses 273

- 172 -
Net balance -3 810
Group share -3 929
Minorities share 119

4. Information on the accounting rules and principles

The consolidated half-yearly accounts of 30 June 2002 have been drawn up and
presented in respect of the regulations in force (CRC99-02) and in agreement with
the evaluation methods set out by the Conseil national de la comptabilité (National
Accounting Commission) no. 99-R-01.
The accounting principles and methods applied are identical to those used for the
annual accounts.
Preferential methods have been applied except for reporting retirement payments
and financial leasing.
The evaluation of these 2 entries gives only insignificant sums.

Change in accounting methods:


Regulation no. 2000-06 of the Comité de la réglementation comptable (Committee for
Accounting Regulations) regarding liabilities has been applied since 1 January 2002.
The change in method does not have any impact on the equity capital at the start of
the financial year. It does not have any significant impact on the comparative results
shown.
No other significant change in method has taken place during the 1st half of 2002.

5. Table of variation in equity capital

(in thousand euros) Group share Minorities Total


Net consolidated worth 31 December 2000 13 872 468 14 340
Entry into perimeter of Starogard Gdanski 63 63
Unrealised capital exchange 510 67 577

gains/losses
Other movements (43) (43)

Consolidated profit/loss 2001 1 949 155 2 104


Net consolidated worth 31 December 2001 16 288 753 17 041
Consolidated half-yearly profit/loss 2002 (2 088) (93) (2 181)
Entry into perimeter of Starogard Gdanski 4 054 4 054
Unrealised capital exchange (1 919) (593) (2 512)

gains/losses
Other movements 43 (2) 41
Net consolidated worth 30 June 2002 12 324 4 118 16 442

- 173 -
6. Non-recurring profit/loss

This represents a profit of 1.6 million euros and can essentially be broken down as
follows:

Revenue from Philips Millenium dispute 2 020


Non-recurring costs for the Gorzka trademark (sold in 2nd half of year) (263)
Divers (151)
--------
Non-recurring profit/loss 1 606

7. Diverse information

7.1 Commitments received


Within the framework of the settlement of the conflict with Phillips Millenium,
Belvédère has received a commitment regarding the payment of a total
supplementary price of 6 million dollars to be paid in June 2002, June 2003 and June
2004. The payment expected in June 2002 was definitively made at the start of July
2002. The other 2 payments expected in 2003 and 2004 will be made provided that
the suspensive conditions specified in the settlement agreement are met, and have
therefore not been included in the accounts.
Following the preliminary agreement regarding the sale of the Gorzka brand signed
in May 2002, the group has cashed the income from the sale of the brand at the start
of September 2002 for the sum of 10.3 million euros. The income from the sale will
be taken into account in the second half of 2002.

7.2 Euroverrerie dispute


The company is involved in a dispute with the Euroverrerie company and was
sentenced to pay 535 000 euros by the first hearing before the Commercial Court.
Belvédère is appealing against this decision, and is still awaiting the court's decision.
To date, the company considers that it has strong arguments to back its position and
has not allocated any funds to pay the claim in its accounts of 31 December 2001.

7.3 Sensitivity of the Financial Accounts to variations in exchange rates


To deal with exchange rate fluctuations, the Group has opted for localised
production, which reduces the sensitivity of financial accounts. Consequently, the use
of financial instruments remains limited.

As Poland now contributes 90% of Group turnover, each 1% variation in the


exchange rate of the Zloty has an impact on the financial accounts of 30 June 2001
as follows:
- 147 K€ on equity capital
- 975 K€ on turnover
- 2 K€ on operating profit/loss

7.4 Take-over in progress


Belvédère is currently taking over a customer company in the Ukraine. The long term
receivables with regard to this customer, equivalent to a total sum of 3 million euros,
have been maintained as fixed asset receivables on 30 June 2002.

- 174 -
8. Sector based information

Breakdown per country (in K€)


On 30 June 2002 On 30 June 2001
Total turnover Operating Total Operating
Subsidiar profit/loss turnover profit/loss
y
China 1 189 198
Poland 92 723 817 53 128 137
France 1 332 -848 1 479 -1 433
Czech rep. 684 -25 808 46
Lithuania 3 035 -99 5 580
Russia 3 659 645 3 430 595
USA 446 -240 1 067 -107
Others 499 -115 533 -4
Total 102 378 135 67 214 -568

Breakdown per sector of activity (in K€)


On 30 June 2002 On 30 June 2001
Total Operating Total Operating
turnover profit/loss turnover profit/loss

Vodka and 93 065 95 53 921 -915


spirits

Wine and other 9 313 40 13 294 347


alcohols

General total 102 378 135 67 215 -568

Breakdown of consolidated assets per sector of activity


On 31 December 2001 On 30 June 2002

In K€ Stock Customers Tangible Fin. Total Stock Tangible Fin. Total


fixed invest. Custom fixed invest.
assets ers assets

Vodka and 13 235 29 229 4 215 4 868 51 547 14 557 30 595 6 868 4 527 56 547
spirits
Wine and 1 764 3 758 437 5 959 1 723 2 498 360 12 4 593
other
alcohols
General 14 999 32 987 4 652 4 868 57 506 16 280 33 093 7 228 4 539 61 140
total

- 175 -
9. Table of variation in cash situation
Figures in thousand euros 30/06/2002 30/06/2001
OPERATING TRANSACTIONS
Net profit/loss -2 181 -3 463

Provision for amortizations 1 297 1 385

Variation of provisions classified as working capital -12 181

Transfer gains or losses -1 358 68

Self-financing capacity (a) -2 254 -1 830

Reduction in stocks and in-progress -2 401 -183

Reduction in customer receivables -11 274 -5 147

Reduction in other receivables -86 290

Reduction in debts to suppliers 7 488 7 251

Reduction of other debts 4 312 1 837

Variation in working capital needs (b) -1 961 4 048


Variation in cash situation resulting from operating transactions (c)
-293 -5 877
= (a) - (b)
INVESTMENT TRANSACTIONS
Income from the sale of fixed assets 2 041
Expenditure from the purchase of tangible and intangible fixed
-1 335 -116
assets
Entry into perimeter of Starogard -9 568

Variation in other long-term investments 333 -258


Variation in cash situation resulting from investment transactions
-8 529 -374
(d)
FINANCING TRANSACTIONS
Variation in exchange gains / losses -2 522 723

Variation perimeter entry


Variation loans -7 778 -519

Breakdown of assets per country (in K€)


On 31 December 2001 On 30 June 2002

Country Stock Tangible Fin. Total Stock Tangible Fin. Total


Customer fixed assets invest. Customer fixed assets invest.
s s
Poland 6 720 23 063 3 685 4 33 472 8 378 24 910 6 264 46 39 598
France 2 659 5 514 143 133 8 449 1 820 5 514 71 42 7 447
Ukraine 3 048 3 048 3 048 3 048
China 2 351 877 203 13 3 444 2 083 776 180 3 039
Russia 1 278 1 041 157 30 2 506 2 090 232 103 8 2 433
USA 648 48 5 740 1 441 270 79 4 495 848
Lithuania 421 1 565 326 2 312 687 1 004 341 2 032
Belarus 900 900 900 900
Others 922 879 133 1 934 952 578 265 1 795
Total 14 999 32 987 4 652 4 868
- 17657- 506 16 280 33 093 7 215 4 539 61 140
Others -13 -519

Variation in cash situation resulting from financing transactions (e) -10 313 205

VARIATIONS IN CASH SITUATION (c) + (d) + (e) -19 135 -6 047


CASH SITUATION AT THE BEGINNING OF THE FINANCIAL
-10 718 -23 936
PERIOD
CASH SITUATION AT THE END OF THE FINANCIAL PERIOD -29 853 -29 983

- 177 -
KPMG Entreprises Cabinet Jean-Louis
Durand
3, avenue de Chalon 31, rue Auguste
Brullé
BP 51 21000 DIJON
71103 CHALON S/SAONE CEDEX

SA Belvédère

Report

on the limited examination


of the consolidated half-yearly accounts

Financial period from 1 January 2002 to 30 June 2002


SA Belvédère
10, avenue Charles Jaffelin – 21200 Beaune
This report contains 15 pages
SM/SAM

- 179 -
KPMG Entreprises Cabinet Jean-Louis
Durand
3, avenue de Chalon 31, rue Auguste Brullé
BP 51 21000 DIJON
71103 CHALON S/SAONE CEDEX

SA Belvédère

Head office: 10, avenue Charles Jaffelin – 21200 Beaune


Share capital: 2 982 200 €
Report on the limited examination of the half-yearly accounts

Financial period from 1 January 2002 to 30 June 2002

Ladies and Gentlemen,


In our capacity as Auditors and in application of article L. 232-7 of the
Code de Commerce, we have carried out:
ƒ limited examination of the table of activity and results presented in the
form of consolidated intermediate accounts of the company Belvédère,
drawn up in euros, relating to the 1st half year 2002, such as they are
joined to the present report;
ƒ verification of the information given in the half-yearly report.
These consolidated intermediate accounts have been drawn up under the
responsibility of the Board of Directors. It is our duty, on the basis of our
limited examination, to express our conclusions regarding these accounts.
We have carried out this examination in accordance with the professional
standards applicable in France; these standards require us to implement
limited diligence to obtain the assurance, less certain than that of a full
audit, that the consolidated intermediate accounts do not contain any
significant discrepancies. An examination of this nature does not include
all the verifications proper to an audit, but is limited to the use of analytic
procedures and to obtaining from the directors and any other competent
person the information which we judge to be necessary.
On the basis of our limited examination, we have found no significant
discrepancy of a nature to bring into doubt the veracity and correctness of
the consolidated intermediate accounts, drawn up according to the
accounting rules and principles applicable in France, and the faithful image
they give of the property, the financial situation and the overall results
produced by the companies within the perimeter of consolidation at the
end of the half year.
Without bringing into doubt the conclusion expressed above, we bring
your attention to note 4 of the annex, which indicates a change in the
accounting methods associated with the first applicable of the CRC
regulation no. 2000-06 for liabilities dated 7 December 2000 and its
consequences on the opening equity capital and income statement.

- 180 -
KPMG Entreprises Cabinet Jean-Louis
Durand
3, avenue de Chalon 31, rue Auguste Brullé
BP 51 21000 DIJON
71103 CHALON S/SAONE CEDEX

We have also, in accordance with the professional standards applicable in


France, carried out verification of the information given in the half-yearly
report commenting on the consolidated intermediate accounts which have
been the subject of our limited examination.
We have no observation to make on their veracity and their coherence
with the consolidated intermediate accounts.

Drawn up in Chalon sur Saône and Dijon, 31


October 2002

The auditors

KPMG Entreprises Cabinet Durand


Division of KPMG S.A.

Sylvie Merle Thierry Lemarquis Jean-Louis Durand


Associate Associate

- 181 -
TEXT OF THE RESOLUTIONS TO BE PUT BEFORE THE
MIXED GENERAL MEETING OF 28 JUNE 2001

- 182 -
BELVEDERE

Société Anonyme (Limited Company) with capital of 2 982 200 Euros


Head Office: 10 avenue Charles Jaffelin - BEAUNE (Côte d’Or)

380 695 213 R.C.S. BEAUNE

----------------

TEXT OF THE RESOLUTIONS TO BE


PUT BEFORE THE MIXED GENERAL MEETING
OF 28 JUNE 2002

I – RESOLUTIONS OF AN ORDINARY CHARACTER

FIRST RESOLUTION

The General Meeting, having heard the reading of the report of the Board of
Directors and the general report of the co-Auditors on the accounts for the financial
year ending 31 December 2001, approves the annual accounts such as they have
been presented as well as the operations represented by these accounts or
described in these reports.

The General Meeting also approves the total amount of expenses and costs not
deductible from profits submitted to corporation tax representing the sum of 1 441
euros.

Consequently, the Meeting discharges the Directors for the execution of their
mandate during the said financial year.

SECOND RESOLUTION

The General Meeting, with full knowledge of the special report of the co-Auditors
drawn up in application of article L 225-38 and following articles of the Code de
Commerce, approves all the operations and agreements described therein.

- 183 -
THIRD RESOLUTION

The General Meeting, upon the proposal of the Board of Directors, decides to
allocate the profits for the financial year of 1 567 785 euros, to the negative entry
“Balance Carried Forward”, the debit balance of which thus decreases from 5 203
513,64 euros to 3 635 728,64 euros.
The General Meeting observes that the company has carried out the following
distributions of dividends over the last three financial years:

YEAR DIVIDEND TAX CREDIT INCOME


DISTRIBUTES PER SHARE DECLARED
PER SHARE PER SHARE

1998 0.1524 € 0.0762 €* 0.2286 €*


0.45 €* 0.2210 €*

1999 0.3049 € 0.1524 €* 0.4573 €*


0.1219 €* 0.4268 €*

2000 Nil Nil Nil

* depending on the tax category to which the shareholder belongs, as defined by


article 158 bis, amended, of the Code Général des Impôts (General Tax Code).

FOURTH RESOLUTION

The General Meeting approves the consolidated accounts of 31 December 2001


presented to it and observes that the report of the Board of Directors includes the
report of the management of the Group.

FIFTH RESOLUTION

The General Meeting, on discovering that the mandate of the incumbent co-auditor
from the Cabinet KPMG Sa expires during the present General Meeting, decides to
renew the said mandate for another period of six financial years, i.e. until the
conclusion of the General Meeting regarding the accounts for the financial year
ending 31 December 2007.

SIXTH RESOLUTION

The General Meeting, on discovering that the mandate of the deputy co-auditor,
Monsieur Rémy TABUTEAU, expires during the present General Meeting, decides to
renew the said mandate for another period of six financial years, i.e. until the

- 184 -
conclusion of the General Meeting regarding the accounts for the financial year
ending 31 December 2007.

SEVENTH RESOLUTION

The General Meeting, upon the proposal by the Board of Directors, decides to renew
the authorisation given to the Company by the Mixed General Meeting of 29 June
2001, in the framework of the provisions of article L 225-209 of the Code de
Commerce, to buy its own shares on the Stock Exchange, to the limit of a number of
share certificates representing a maximum of 149 110 shares, with a view to:
ƒ Buying and selling Company shares in function of market situations,

ƒ Keeping and selling the shares bought,

ƒ Transferring the shares in payment or exchange in the context of external growth


operations,

ƒ Granting options of purchase to employees and / or executives of the Company


and / or its group.

The purchase of shares effectuated by virtue of this authorisation and their possible
resale will be carried out within the following price limits: the purchase price must not
exceed 150 euros per share and the sale price must not be lower than 15 euros per
share.

Given that the maximum price authorised is 150 euros, the maximum theoretical
amount that the Company is likely to pay comes to 22 366 500 euros.
The purchase of shares may be effectuated by all legal means, on one or several
occasions, including during a take-over bid.

In the event of an operation on the capital notably by capitalisation of reserves and


free allocations, division or grouping of shares, the price and number of shares
specified above will be modified accordingly.

To this end, all powers are conferred on the board of Directors to effectuate all orders
on the Stock Exchange, to conclude all agreements with a view, notably, to the
keeping of registers of purchase and sale of shares, to effectuate all declarations to
the Commission des Opérations de Bourse (French Stock Exchange Regulatory
Commission), to the Conseil des Marchés Financiers (Financial Markets Council) and
to all other bodies, to complete all other formalities and, generally, to do everything
necessary.

This authorisation is given until the date of the next General Meeting for the approval
of accounts, within the legal limit of eighteen months from this day.

Each year, the Board of Directors will inform the Ordinary General Meeting of the
operations carried out in the context of the present authorisation.

- 185 -
II – RESOLUTIONS OF AN EXTRAORDINARY CHARACTER

EIGHTH RESOLUTION

The General Meeting expressly authorises the Board of Directors, until the date of
the next General Meeting for the approval of annual accounts, to use the delegations
conferred on it by the General Meeting of 15 May 2001 to increase the share capital
by all legal means, during the period of any take-over bid or exchange bid directed at
the shares of the Company.

NINTH RESOLUTION

The General Meeting decides to update the company statutes in order to ensure that
they comply with the provisions of the law dated 15 May 2001 with regard to the New
Economic Regulations by modifying the said statutes, article by article, which will
remain annexed to the present minutes, without there resulting the creation of a new
legal entity.

TENTH RESOLUTION

The General Meeting confers all powers to the bearer of the original, copies or
extracts of the present minutes with a view to accomplishing all formalities of deposit
and others which it may be his duty to perform.

- 186 -
Administrative
bodies
1. BOARD OF DIRECTIONS (on 5 October 2001)

Monsieur Jacques ROUVROY President – General Manager


since 8 February 1991
- Is also President of the Board of Directors of the hotel L’Abbaye de Talloires Sa
- Manager of the subsidiary Sobieski Sarl
- Co-manager of the subsidiaries Euro-Agro-Warszawa, France Vin Cie and
Belvédère Dystrybucja

Monsieur Krzysztof TRYLINSKI Director–General Manager since


8 February 1991
- Is also a Director of the hotel L’Abbaye de Talloires Sa.
- Co-manager of the subsidiaries Euro-Agro-Warszawa and France Vin Cie
- Manager of the subsidiary Belvédère Dystrybucja

Monsieur Jean RENO Director


since 30 June 1999
- Is also a Director of the hotel L’Abbaye de Talloires Sa.

Monsieur Jacques BERGEL Director


since 27 April 1999
- Is also a Director of the hotel L’Abbaye de Talloires Sa.
- Manager of the company Bergel Srl

2. EXECUTIVE MANAGEMENT
President – General Manager: Jacques ROUVROY
General Manager: Krzysztof TRYLINSKI
Financial Manager: Alexandre PAYET

3. PROFESSIONAL EXPERIENCE OF THE DIRECTORS


Monsieur Jacques ROUVROY occupied various management posts within the
French subsidiary “H de Villamont”, established in Burgundy, of the SCHENK Group
before becoming President in 1983. This Swiss group specialises in the trade and
export of wine.

Monsieur Krzysztof TRYLINSKI, of Polish nationality, is engineer by training (Major of


the Warsaw Polytechnic College) and masters the majority of Slavic languages. He is
a former Polish international handball player.

- 187 -
Monsieur Alexandre PAYET was financial auditor in the Salustro-Reydel company for
5 years and then financial and accounting manager in the company Eco-Emballages
for 5 years before joining the Group as Financial Manager on 1 April 1997.

4. PAYMENT OF MEMBERS OF THE BOARD OF DIRECTORS AND


EXECUTIVE MANAGEMENT
For the year 2001, the payments allocated to the Executive Officers (President and
General Manager, Financial Manager) in the form of salary represented 314,808
euros (gross incl. tax), no payment in kind was accorded.

The Company did not pay attendance fees to the Directors for the financial year
2001.

1) the total payment and advantages of any kind paid during the financial year to
each executive officer, together with the amount of the payment and
advantages of any kind that each officer received during the financial year
from companies controlled as per article L 233-16 of the Code de Commerce

COMPANY MANDATE AND TOTAL PAYMENT


Company name FUNCTION CARRIED and advantages of any kind
Amount of share capital OUT
Address of head office
City and trade register no.
Jacques Rouvroy President 123,484 euros gross incl.
tax
Krzysztof Trylinski General Manager 114,337 euros gross incl.
tax
Jacques Bergel Director Nil

Jean Moreno Director Nil

- 188 -
5. THE GOVERNING BODY OF THE COMPANY
Directing and controlling the company's activity are the responsibility of the weekly
Board of Directors meeting as far as the current business management is concerned,
and of the quarterly Board of Directors meeting as far as the group's strategic
orientation is concerned.

In 1999, the company decided to admit personalities from outside the Group and
from a range of different horizons to the Board of Directors in order to make for more
interesting debates. Two new independent Directors have since joined the Board:
Monsieur Jacques Bergel who has extensive experience in international trade and
Monsieur Jean Moreno who brings an outside view to debates despite his
background being very different to our activity.

None of the Directors are paid for carrying out their mandate.

What is more, the auditors are invited to each Board meeting.

- 189 -
Information
concerning the company
1. INFORMATION OF A GENERAL NATURE CONCERNING
THE COMPANY
Company name:
BELVEDERE S.A.

Head office:
10, avenue Charles Jaffelin – 21200 BEAUNE

Legal form:
Société anonyme (Limited Company) with Board of Directors governed by the law of
24 July 1966 and the decree of 23 March 1967.

Nationality:
French

Date of creation of the Company:


8 February 1991

Duration:
99 years

Object of the company (article 2 of statutes):


The objects of the company are:
- The import and export of all agricultural and industrial food products and all
manufactured products and articles, either on its own account or in the
capacity of agent;
- Direct or indirect holdings acquired by the Company by contributions in
kind, purchase or subscription of securities, shares or other interests,
merger, joint venture or other means in all companies or businesses having
similar or connected objects;
- And generally all commercial, industrial, movable, fixed and financial
operations directly or indirectly connected with the objects of the Company
and capable of contributing to the development of the Company. .

French Register of Commerce and Companies:


RCS Beaune B 380 695 213

APE Code: 513 T (Code of activity)


Place in which the documents and information relating to the Company may be
consulted.
The statutes, accounts and reports, minutes of General Meetings may be consulted
in the head office of the Company.

- 190 -
Financial period:
1 January to 31 December.

General Meetings:

Prior to operations of convocation, the Company publishes a notice in the “Bulletin


des Annonces Légales Obligatoires” (Bulletin of Obligatory Legal Announcements),
thirty days before the date of the Meeting, containing notably the text of projects of
resolution to be submitted to the Meeting.
Shareholder Meetings are convened by announcement published in a legal
publication accredited for the publication of legal announcements in the department
(administrative region) of the Head Office and in the Bulletin des Annonces Légales
Obligatoires.

Shareholders of registered shares owned for more than one month before the date of
publication of the notice of convocation are convened by letter, sent by registered
post if they send the value of the cost of the registered letter to the Company.
The same rights belong to all joint holders of registered full shares under the same
period of ownership conditions defined above. In the event of ownership of the
shares being stripped, these rights belong to the owner of the voting right.
When a Meeting cannot deliberate in a valid manner because the required quorum is
not present, the second Meeting is convened under the same conditions as the first
and the notice of convocation mentions the date of the first Meeting. The same
applies to the convocation of a Meeting which has been subject to prorogation in
accordance with the law.
The period of time between the date of either the last announcement containing the
notice of convocation or the sending of registered letters and the date of the Meeting
is fifteen days for the first convocation and six days for subsequent ones.

Admission to Meetings
With the exception of the Ordinary General Meeting, where the minimum number of
shares required is ten, all shareholders have the right to participate in General
Meetings or to be represented by another shareholder or by their spouse, whatever
number of shares they possess, as long as these shares are duly paid up.
All shareholders may also vote by post, in accordance with the conditions defined by
law and regulations.
However, the right to participate in Meetings is subject, for registered shares, to the
inscription of the shares in the share register; and for bearer shares, to the deposit, in
the places specified in the notice of convocation, of the certificate of the authorised
intermediary recording the unavailability of the shares inscribed in the share register,
from the date of deposit until the date of the Meeting.
These formalities must be completed no later than five days before the date of the
Meeting. The Board of Directors may reduce this period by a general measure
applicable to all the shareholders.

Double voting rights (established by the Extraordinary General Meeting of 27


September 1996)
The voting right attached to capital or dividend shares is proportional to the share of
capital they represent and each share gives the right to one vote.

- 191 -
However, a voting right worth twice that conferred on other shares, in relation to the
share of capital they represent, is allocated to all fully paid up shares for which it can
be proved that they have been inscribed in the share register for at least four (4)
years in the name of the same shareholder.
This right is also conferred, from the date of their issue, in the event of an increase in
capital by capitalisation of reserves, profits or issue premiums, to registered shares
allocated free of charge to a shareholder, by reason of old shares for which he
benefits from this right.

Allocation of profits (article 20 of the statutes):


From the net profits of each financial year, reduced if such is the case by previous
losses, firstly at least five per cent is deducted to constitute the legal reserve fund;
this deduction ceases to be legally obligatory when the said fund reaches an amount
equal to one tenth of the share capital; it becomes obligatory again if, for whatever
reason, the legal reserve falls below this fraction.

The distributable profit is composed of the profit for the financial year reduced by
previous losses and the amount placed in the reserve fund, in application of the law
and the statutes, and increased by previous profits carried forward.
From this profit, the General Meeting, on proposal from the Board of Directors, may
deduct any sums it sees fit to determine, either to be carried forward to the next year
or to be allocated to one or several general or special reserve funds.
The remainder, if there is one, is then divided between the shareholders.

Sale and passing on of shares:


No statutory clause restricts the negotiability of the shares.

Option of stock dividends:


The General Meeting deliberating on the annual accounts may allow to each
shareholder the possibility that all or part of the dividend be paid in cash or shares, of
which the issue price is previously fixed by the methods defined by law. The offer of
payment must be made simultaneously to all shareholders. The request for payment
of the dividend in shares must be made within the period of time determined by the
General Meeting, which cannot be more than three months after the Meeting.
Interim dividends may also be subject to an option between payment in cash or in
shares.

Identifiable bearer shares:


The Company has the right to request, at any moment, under the conditions defined
by the regulations in force, from the Stock Exchange Clearing House, the names or,
in the case of a legal entity the denominations, the nationalities and the addresses of
holders of securities conferring an immediate or future right to vote in its own
shareholder Meetings, as well as the number of securities held by each one and , if
such be the case, the restrictions imposed on the securities.

Crossing the statutory threshold: (article 8 of the statutes)


Any individual or legal entity who becomes the owner, directly or indirectly, alone or
in concert, or a fraction greater than 2.5 % of the capital or voting rights of the
Company, or a multiple of this percentage, must inform the Company with a period of

- 192 -
fifteen days, by registered letter with acknowledgement of receipt addressed to the
head office.
The obligation to notify defined above is also applicable each time the fraction owned
crosses below each threshold of a multiple of 2.5 % of the capital or voting rights of
the Company.
If the shares or voting rights are not declared under the above conditions, those
shares or rights exceeding the fraction to be declared are stripped of their voting
rights in shareholder Meetings, if the failure to declare has been remarked and if one
or several shareholders holding at least 5 % of the capital make such a request,
recorded in the minutes of the General Meeting.
The above provisions are applicable without prejudice to the declaration of crossing
of thresholds provided for by law.

Intervention of the Company with regard to its own shares:

CONDITIONS OF THE SHARE BUY BACK PROGRAMME APPROVED BY THE


COB ON 11 June 2002, VISA N°02-718.
Extract of the publication of 13 June 2002.

1) Maximum share of capital to be acquired and maximum price to be paid by


Belvédère SA
The maximum share of capital whose buy back is authorised by the general meeting
of shareholders is 10 % of the capital of the company (which on this day represents
a total of 1,491,100 shares), i.e. 149,110 shares.
However, the 103,630 own shares already held by the company Belvédère SA on
30/04/2002 (i.e. 6.94% of the capital) must be deducted from this number.
Consequently, the number of shares which may effectively be bought in the context
of this programme is 45,480 shares (i.e. 3.06% of the capital).
The company Belvédère SA undertakes to remain permanently within the direct or
indirect holding limit of 10 % of its capital, in respect of the provisions of the law of 24
July 1966 on commercial companies.
Consequently, the maximum theoretical amount which the company Belvédère SA
may possibly pay, in the hypothesis of share purchase at the maximum price
determined by the meeting (i.e. 150 euros), is 6,822,000 euros (the minimum price
of sale must not be less than 15 euros per share). Shares will be purchased as far as
the available reserves allow, i.e. 14 049 427 euros (excluding legal reserves).
2) Buy back conditions
The shares may be bought back by intervention in the market or by block purchase.
The resolution of the Meeting does not provide for any particular limit for these block
purchases, even in public bid periods, as far as the stock exchange regulations allow.
3) Duration and timetable of the buy back programme
In accordance with the seventh resolution of the General Meeting of 28 June 2002,
the present programme can only be carried out up until the date of the next General
Assembly for approval of the accounts, within the legal limit of eighteen months from
28 June 2002.
4) Financing of the buy back programme
The company Belvédère SA intends to finance the buy back of shares exclusively
from its own resources when the cash position allows; the Group's cash position on
31 December 2001, is 22 569 thousand euros, the group share of equity capital is 16
288 thousand euros and net financial debt is 23 773 thousand euros.

- 193 -
2. INFORMATION OF A GENERAL CHARACTER CONCERNING THE
CAPITAL

Share capital
On 31.12.2001, the share capital is two million nine hundred and eighty two thousand
and two hundred euros (2 982 200 euros).
It is divided into one million four hundred and ninety one thousand one hundred
(1,491,100) shares of 2 euros each, all of the same category and fully paid up.

Potential capital

The following table presents all the subscription options available on 30 June 2001.

DATE OF MEETING
16 June 1997 PLAN N°1 PLAN N°2

Date of Board of Directors meeting 16 Dec 1998 17 Nov 2000

Total number of shares which may be 15 000 15 000


subscribed or bought at the time of
allocation 0 0

- Of which: number of shares which


may be subscribed or bought by the - -
Management Committee (President
and Chief Executive Officer) 16 Dec 2001 17 Nov 2003

Number of directors concerned 16 Dec 2004 17 Nov 2006

Start date for taking up the options 49.85 Euros 15.25 Euros

Expiry date 0 0

Subscription price per share 1 500 2 500

Number of shares subscribed on 13 500 12 500


(most recent date)

Total number of options annulled

Number of options remaining

Total potential dilution resulting from the taking up of options (number of shares):
26.000

- 194 -
Number of
shares Price Date of Plan n°
subscribed expiry (Optional)
or bought
Options attributed during the financial
year to each of the executives by the 0 - - -
company or companies connected to
him as defined in articles L. 225-180 and
the companies controlled as defined in
article L. 233-16.
0
(Nominative list)

Options taken up during the financial


year by each of the executives of the
company or companies mentioned
above.

(Nominative list)

Total Starting date


number of Average of the Plan n°
shares price financial (Optional)
subscribed period for the
or bought plan

Options allocated during the financial 13 500 49.85 E 16 Dec 2001 1


year to the ten non-executive employees 12 500 15.25 E 17 Nov 2003 2
whose number of options thus allocated
is the highest.

Options taken up during the financial 0 - - -


year by the ten company employees,
non-executive employees whose
number of options thus bought or
subscribed are the highest.

In the event of all the options being taken up, the share capital would increase by
26.000 shares of a value of 2 euros each, i.e. 52.000 Euros. This represents a
maximum potential dilution of capital of 1.84%.

- 195 -
In the event of all the options being taken up, the net diluted profit/loss for 2001 after
taking the stock options into account is 1.28 euros.

Authorised capital not issued

"On the date of writing the present reference document, the Board of Directors has
not increased the capital in application of the authorisation given below"

The Mixed General Meeting of 29 June 2001 authorised the Board of Directors to
increase capital, so as to permit the Company, if necessary, to call on the financial
market in order to seize any opportunity for development.

a) – And, consequently:

1 – To authorise the Board of Directors to increase the share capital on one or


several occasions:

1.1 – by the issue of all securities, including independent bonds giving immediate
or future access to a portion of the share capital, with the exception of preferred
shares, preferred dividend shares without voting rights and investment
certificates;

1.2 - and / or by capitalisation of reserves, profits, share premiums or any other


element which may be incorporated into capital.

2 - To set the following limits on operations thus authorised:

2.1 - the maximum total par value of the increase in capital resulting from the
issue of securities as defined in a) 1.1 shall be set at 800 000 euros;

2.2 - the maximum total par value of the increase in capital resulting from the
capitalisation as defined in a) 1.2 shall be set at 800 000 Euros to be added to
the limit defined in the preceding subparagraph;
these limits shall be subject to the total increase in capital, if such is the case,
resulting from the adjustment of the rights of certain security holders in the event
of new financial operations.

Furthermore, the total par value of issues of debt-like securities giving access to
capital shall not exceed 50 000 000 euros.

3 – To decide that:

3.1 - the securities referred to above may be issued in euros, in foreign currency,
or in other monetary units established by reference to several different currencies
to the limit of the maximum value authorised in euros;

- 196 -
3.2 - the securities which, in the context of issues with pre-emptive share rights,
are not applied for as of right by shareholders may be applied for subject to
allocation and / or offered to the public. However, the Board of Directors shall
have the right not to make use of these possibilities when defining the conditions
of the issue.

The present decision shall entail the express abandonment by the shareholders
of their pre-emptive right to all other securities giving access to capital to which
the securities issued may give right.

4 – To authorise the Board of Directors possibly to limit the sum total of each
increase in capital to the value of subscriptions received, on condition that this total
shall be equal to or greater than 75 % of the planned issue of shares.

5 - To delegate all necessary powers to the board of Directors, with the power of sub-
delegation to the President, to carry out these issues within a period of twenty-six
months from the date of the present Meeting, to define the total amount(s) and all
conditions involved, to determine notably the form and characteristics of the
securities to be issued and their issue price, to fix the dated date of the shares
created, even retroactively, to decide that the shareholders’ rights in the event of
share issue by incorporation shall not be negotiable or transferable, possibly to limit,
under the conditions provided for by law, the total value of each increase in capital to
that of the applications received, to certify the realisation of the issues and to modify
the statutes accordingly, to charge the costs of issue to the corresponding premiums
if they see fit, to conclude all agreements necessary for the proper realisation of the
issues and for the quotation and financial service of the securities, and generally to
take all useful measures, all these actions to be carried out in respect of the legal and
regulatory conditions in force at the time of these issues.

b) – And, furthermore, we propose that you:

1 – Authorise the Board of Directors to increase the share capital, on one or several
occasions, by the issue, without pre-emptive share rights on the part of shareholders,
of all securities, including independent bonds, giving immediate or future access to a
portion of the share capital as set out in the above paragraph a) 1.1. The proposal to
suppress pre-emptive share rights is justified by public issue which principally makes
use of this condition.

These securities may, notably, be issued to pay for the transfer of shares to the
Company in response to an exchange bid.

They may also be issued in favour of bearers of securities giving access to the
capital of the Company, issued by Companies of which the company holds, directly
or indirectly, the majority of the capital, when the said bearers exercise the rights
attached to their securities.

2 – To set at:

- 197 -
2.1 – 800 000 euros the maximum total par value of the increase in capital likely
to result from the issue of these securities without pre-emptive share rights on
the part of the shareholders;

2.2 – and at 50 000 000 euros the maximum total par value of issues of debt-like
securities giving access to the capital,

all the above to be limited to the unused fraction of the respective limits defined
in paragraph a) 2.

3 – To decide that:

3.1 - the securities referred to above may be issued in euros, in foreign currency,
or in other monetary units established by reference to several different currencies
to the limit of the maximum value authorised in euros;

3.2 – the Board may confer on shareholders, for the period of time and under the
conditions defined by the Board, a period of priority to apply for the securities
issued, in proportion to their share of the capital, without such conferral giving
rise to the creation of any transferable or negotiable rights.

The present decision shall entail the express abandonment by the shareholders of
their pre-emptive right to all other securities giving access to capital to which the
securities, themselves issued without pre-emptive right on the part of the
shareholders, may give right.

4 - To delegate to the Board of Directors, with the power of sub-delegation to the


President, the same powers as those defined in paragraph a) 5 to carry out these
issues within a period of twenty-six months from the date of the present Meeting.

c) – To authorise expressly the Board of Directors, until the date of the next General
Meeting for the approval of annual accounts, to use the delegations conferred on it
by the present Meeting to increase the share capital by all legal means, during the
period of any take-over bid or exchange bid directed at the shares of the Company.

The Mixed General Meeting of 29 June 2001 authorised the Board of Directors to
increase the capital on one or several occasions, with or without suppression of the
pre-emptive share right of shareholders, by the following methods:
- By the issue of all securities, to the limit of a maximum total par value of
5,000,000 FRF, which may also result from the issue of debt-like securities giving
access to capital.
- By capitalisation of reserves, profits, issue premiums or any other element which
may be incorporated into the capital, to the limit of a maximum total par value of
5,000,000 FRF, which may be added to the above.

- 198 -
Table of the evolution in share capital since the creation of the Company:

Year Evolution in capital Monetary in Issue Contribution Running Nominal


Euros incorporatio total of Accumul share
n in reserves capital ated value
(in francs) number
of shares
in the
company
Nominal Premium
1991 Creation of the 38 112.25 38 112.25 2 500 15.24
company
Incorporation in 152 190 12 500 15.24
10.11. reserves 449.02 561.27
92
Cash contribution 33 538.78 224 14 700 15.24
27.08. 100.05
93
Incorporation in 224 448 29 400 15.24
27.08. reserves 100.06 200.11
93
Cash contribution 49 850.83 377 006.41 498 32 670 15.24
20.09. 050.94
93
Incorporation in 332 830 54 450 15.24
20.09. reserves 033.95 084.90
93
Incorporation in 830 1 660 108 15.24
24.06. reserves 084.90 169.80 900
96
Division of nominal 1 660 1 089 1.52
24.06. value 169.80 000
96
Cash contribution (1) 72 260.83 690 090.97 1 732 1 136 1.52
23.12. 430.63 400
96
Cash contribution 365 4 207 2 098 1 376 1.52
21.01. 877.64 592.88 308.27 400
97
Cash contribution 174 10 316 2 273 1 491 1.52
03.11. 859.02 682.34 167.30 100
97
01-10- Incorporation in 709 032.7 2 292 200 1 491 2
01 reserves 100

- 199 -
(1) The BANQUE DE VIZILLE subscribed this increase in capital, on the basis of an
issue price of 16,08 euros per share, i.e. 1.52 euros nominal value and 14.56 euros
issue premium.
There has been no modification in capital since 01/10/2001.

Shareholders’ agreement
A shareholders’ agreement was signed on 20 December 1996 between the
ROUVROY family (Financière du Vignoble) and the TRYLINSKI family, which
together represented 47.29 % of the capital on 21 March 2000. This agreement
comprises a reciprocal pre-emptive right between the two families if the share of one
of them in the capital of the company should fall below the threshold of 25 % through
the sale of shares, promises to sell with suspensive conditions of death, permanent
incapacity, allotment rights in the event of divorce and a covenant not to compete. A
notice was published by the Council of Financial Markets on 15 May 1997.
The two families hold 26.49% and 23.46%, respectively on 30 April 2002; they did not
wish to implement this clause when their share in the capital fell below the 25 %
threshold

"There are no other shareholders' agreements".

Undertaking and retention of shares of directors


The ROUVROY (Financière du Vignoble) and TRYLINSKI families undertook to
retain, during at least three years, 80 % of the shares held directly or indirectly on the
date of the listing of the company, representing 696 864 shares.
This retention undertaking was notified to the Register Keeper, the LYONNAISE DE
BANQUE.
The Board of Directors meeting of 20 September 1999 released the said families
from this undertaking, in accordance with article 1 of the order NM 3.02 of the
regulation of the New Market.

These shares will remain held under registered form.

Distribution of capital

The last TPI was carried out on 17 October 2001.

- The Rouvroy family group is composed of the Financière du Vignoble (Rouvroy


family Holding) and other members of the family
- The Trylinski family group is composed of Monsieur Trylinski and his wife.

Belvédère share holding on 30 April Shares % capital Votes % votes


2002

ROUVROY family 394 990 26,49 662 408 33,45


TRYLINSKI family 349 805 23,46 661 682 33,41

- 200 -
Majority group total 744 795 49,95 1 324 090 66,86
OWSIANY family 83 440 5,60 88 440 4,47
Held by Belvédère 103.630 6,94 0 0,00
Public 559 235 37,51 567.802 28,67
total 1 491 100 100,00 1 980 332 100,00
(*)To the best of the Company’s knowledge, no other shareholders hold more than 5
% of the capital or of the voting rights.

On 30 June 2001 Number of % of capital Number of % of votes


shares voting
rights
Rouvroy family 371 845 24.94% 639 263 31.39%
Trylinski family 348 956 23.40% 660 833 32.45%
Majority group total 720 801 48.34% 1 300 096 63.85%
Owsiany family 34 054 2.28% 39 054 1.92%
Banque de Vizille 78 682 5.28% 126 082 6.19%
Held by the company 86 621 5.81% 0 0.00%
Public (*) 570 942 38.29% 570 963 28.04%
Total 1 491 100 100.00% 2 036 195 100.00%

Note that the dividends paid for the last three financial years and the corresponding
tax credits were as follows:

In euros 1996 1997 1998 1999 2000


Number of shares 1 491 1 491 100 1 491 100 1 491 100 1 491 100
100
Nominal share value 1.52 1.52 1.52 1.52 1.52
Net dividend per 0.30 0.46 0.15 0.30 0.00
share
Tax credit per share 0.15 0.23 0.08 0.15 0.00
Total per share 0.46 0.69 0.23 0.46 0.00
Total dividend paid 454 681 950 227 317 454 633 0
633

Dividend policy
The Board of Directors will propose to the Meeting for the forthcoming financial years
a dividend of the order of 20 % of the Group share of the consolidated net profit,
subject to the investment needs required for the development of the Group and the
corresponding financing needs.

Period of limitation
In accordance with the provisions of the law, dividends and interim dividends are
prescribed after a period of five years, to the benefit of the State.

- 201 -
PRE-EMPTION AND CONCERT
AGREEMENT

In accordance with the provisions of article 356 - 1 – 4 of the law of 24 July 1996, an
agreement concluded on 20 December 1996 between shareholders of the Belvédère
Company, whose shares are listed on the Nouveau Marché (New Market) since 21
January 1997, was communicated to the Conseil des Marchés Financiers (Financial
Markets Council), on the 21 February 1997, visa n° 97-A-063.

This agreement has been concluded with the aim of retaining majority control of the
company and organising concert between the signatories: M. Jacques Rouvroy, the
Société Financière du Vignoble, Mmes Danièle and Georgette Rouvroy, Mme and M.
Elisabeth and Christophe Trylinski.

The agreement comprises:

- A pre-emptive right, applicable to all sales or transfers which would result in the
Rouvroy family and the Trylinski family (Elisabeth and Christophe) descending
below the threshold of 25 %.

The implementation of this agreement entails, in the event of sale on the Stock
Exchange: the deposit of an optional purchase contract of three months’ validity,
exercisable on the eve of its expiry and containing, notably, a specification of the
number and price of shares to be sold: no later than the day of its deposit, the
notification of this contract by the seller to all other signatories who then have 60
days counting from the date of notification to respond to this offer. If they do not
respond, the seller is free to sell his shares under the conditions stipulated in the
optional purchase contract. In the event of sale or transfer outside the Stock
Exchange, the notification by the seller will specify the references of the transferees
and the persons controlling them, the number of shares, the price proposed and the
conditions of payment. The deadline for response to this offer remains the same. The
sale or transfer will take place under the conditions specified in the project; if
agreement cannot be reached the price will be equal to the average of the prices
quoted during the last 200 Stock Exchange sessions preceding the sending of the
notification, in which case the seller has an extra renunciation period of 10 days. If
the sale or transfer does not take place within 4 months, the procedure is renewed.

- A series of commitments to sell, aimed at keeping the capital within the


possession of the majority group, in the occurrence of a certain number of events
(death, permanent incapacity, divorce) or the end of the mandate in Financière du
Vignoble;
- In the event of one of the signatories renouncing the exercise of their pre-emptive
share rights during an increase in the capital of the company, and if this
renunciation would result in the loss of the majority of voting rights and/or capital

- 202 -
of the company, a commitment to transfer their pre-emptive share rights, firstly to
other members of their family group and then to the members of the other group,
with the aim of enabling the concert to retain the majority. In which case the rights
will be distributed in proportion to the shareholding of each one or by common
accord of the signatories;

- A commitment of consultation prior to the realisation of any operation likely to


result in one of the legal thresholds being crossed;

- A commitment not to sell or transfer shares held presently or in the future to a


competitor of the company.

This agreement is valid and binding for fifteen years from the date of its signature.

"No amendments have been made to the agreement"

- 203 -
TIMETABLE OF
FINANCIAL COMMUNICATION

14 August 2002
Publication of turnover for the first half year 2002

15 October 2002
- Declaration of results for the first half year 2002
- Financial meeting

13 November 2002
Publication of turnover for the third quarter 2002

14 February 2003
Publication of annual turnover 2002

22 April 2003
- Declaration of annual results 2002
- Financial meeting

30 April 2003
Publication in BALO of corporate accounts, consolidated accounts and the
proposition for allocation of the yearly profit or loss.

15 May 2003
Publication of turnover for the first quarter 2003

26 May 2002
- Publication in BALO of the notice of convocation to the AGM
- Publication in a Journal of Legal Announcements of the notice of convocation to
the AGM
- Publication of a financial communiqué: convocation to the AGM and information
of the right to communication

9 June 2003
Publication of share buy-back programme

27 June 2003
AGM

- 204 -
Correspondence table
with the COB regulation

The present document has the status of reference document in order to facilitate
reading of the annual report registered as reference document, the table presented
below refers to the main headings of the directive for application of regulation 95-01
of the COB.

Headings Pages

Names and functions of those responsible for the document 5

Attestation of the person responsible 5

Name, address and qualification of the legal auditors 5

Information of a general character concerning the communicator 161 - 162

Information of a general character concerning the capital 163 - 172

Present distribution of capital and voting rights 171

Share market 14 - 15

Dividends 172

Presentation of the Company and the Group 9 - 13

Exceptional events and litigations 35

Workforce 26 - 27

Details and characteristics of subsidiaries 38 - 48

Consolidated and corporate accounts 2001 71 - 137

Consolidated accounts for the 1st half year 2002 138 - 149

Administrative and managerial bodies 158 - 160

The market 17 - 24

- 205 -

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