Professional Documents
Culture Documents
Marie Brizard
Marie Brizard
Marie Brizard
DOCUMENT
Year 2001
-1-
COMMISSION DES OPERATIONS DE BOURSE
(FRENCH STOCK EXCHANGE REGULATORY COMMISSION)
-2-
CONTENTS
-3-
2nd PART: FINANCIAL INFORMATION
-4-
Those responsible
for the reference document
1. RESPONSIBLE FOR THE REFERENCE DOCUMENT
"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
-5-
Belvédère SA
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:
- 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
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.
The auditors
-7-
MESSAGE OF THE DIRECTORS
Dear Shareholder,
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.
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
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.
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.
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
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:
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)
- 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)
- 12 -
Others 4 933 4.00 % 3 941 2.86 % 3 596 2.22 %
- 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
China Czech
Russi France
Others
Lithua
Poland
- 14 -
STOCK EXCHANGE SHARE VALUE
(Euroclear Code: 6087)
- 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
98
19 /11
28.50
99
19 -01
99
19 -03
99
19 -05
99
19 -07
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)
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%
SLOVAKIA
- BELVEDERE SLOVENSKO (A) 100%
SLOVENIA
- VINS PRESTIGE 51%
LEBANON
- ALCOMUST SARL (A) 98.5%
YUGOSLAVIA
- BELVEDERE YOUGOSLAVIA (A) 100%
- 17 -
THE MARKETS OF THE BELVEDERE GROUP
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.
NB: The classification does not take soju into account Source: Impact, March 2001
- 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%
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.
- 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.
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
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.
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.
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°)
% 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
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%
- 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.
Bouteilles pleines
8 %
• the launch of Zawisza at the end of 1999, the second own vodka brand
(1.6% market share in Poland),
- 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.
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.
- 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
- 27 -
EVOLUTION IN WORKFORCE
- 28 -
- 29 -
COMPOSITION OF THE GROUP WORKFORCE
* of which management 3 4 4 7
control function
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:
- 31 -
II. PRODUCTION PROCESS
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).
This activity is of an extremely seasonal nature, the 4th quarter represents an average of
50% of annual turnover.
- 32 -
Wine distribution activity
- 33 -
Description of the technological process to produce and
bottle vodka
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.
- 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.
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.
Debt has voluntarily been shared between around ten banks to avoid too
much financial dependence.
- 36 -
The Belvédère company has developed its entire brand portfolio and is not
dependent on any other 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
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
Exchange risk
- 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:
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.
- 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.
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.
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.
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.
- 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).
General risks
Business risks, particularly regarding stocks in the storage locations and
during transport are totally covered by a business risk insurance policy.
- 40 -
BELVEDERE
----------------
We have convened this Mixed General Meeting, in application of the statutes and the
code of Commerce, in order to:
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,
- 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.
- 41 -
A – ACTIVITY OF THE PARENT COMPANY
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
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.
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.
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.
2) – POLAND
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.
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.
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.
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 -
CRIS VIN
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.
ALCO PEGRO
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
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
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 geographical region is regarded as the strategic platform of our Bulgarian wine
activity.
5) – ROMANIA
ATHENEUM DRINKS
VINALCOOL
6) – HUNGARY
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
VINS PRESTIGE
Turnover for the year 2001 was 0 ME compared with 0.17 ME for the previous period.
- 46 -
8) – CHINA
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.
9) –RUSSIA
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.
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.
Turnover for the year 2001 was 1.3 ME compared with 0.58 ME for the previous period.
10) –BELARUS
- 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
12) – GERMANY
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.
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
- 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
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
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.
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.
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.
17) – ARGENTINA
Turnover for the year 2001 was 0 ME compared with 0.14 ME for the previous period.
In 2001, the cost of the restructuring plan came to 548.96 thousand euros.
18) – BRAZIL
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
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.
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
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.
- 51 -
2001: a decisive year
♦ 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.
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.
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:
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.
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
Subsidiary Reduction
Belvédère Dystrybucja - Poland 45 people
Euro Agro Warszwa – Poland 3 people
Belvédère Diffusion – France 4 people
MAD – France 3 people
Belvédère Helvétia 2 people
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.
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.
• 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.
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.
total operating income attained: 7.13 million euros compared with 11.85 million
euros for the previous period,
operating expenses for the financial period attained 9.96 million euros compared
with 15.49 million euros for the previous period;
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.
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.
- 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.
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;
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
- 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.
(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.
- 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.
A list of the companies within the perimeter of consolidation of the BELVEDERE Group
is given in the annex to the consolidated accounts.
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:
- 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
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.
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.
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.
During the financial year, our Company acquired shareholdings in the following:
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
- 62 -
Belvédère Helvétia SWITZERLAND 100.00%
Belvédère Yugoslavia SERBIA 100.00%
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 %)
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.
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%
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
- 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
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.
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:
- 65 -
These acquisitions did not involve any participation contracts via an intermediary.
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):
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.
Maximum number of shares to be purchased: 149 110 shares (including the shares
already owned)
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.
their special report on the conventions referred to in articles L 225-38 and the
following articles of the Code de Commerce,
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;
- 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.
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%,
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.
- 68 -
SPECIAL REPORT ON THE STOCK OPTIONS PLAN
- 69 -
Financial results of the Company during the last five financial years
(Art. 133, 135 and 148 of the Decree on Commercial Companies)
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 -
b. Profits after tax, depreciation and other 2.80 0.65 - 1.58 - 4.99 1.05
provisions
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
- 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
- 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
- 82 -
1. KEY EVENTS DURING THE FINANCIAL YEAR
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
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.
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.
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.
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
- 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
This essentially involves patent registration costs and design costs of trademarks and models:
These are amortized over 10 years, period during which they protect the trademark and
model thus registered.
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
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
Investment securities
Foreign currency
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
Retirement payments
- 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.
This entry is connected with either the purchase of minority interest or the
take-over of companies.
- 91 -
3-3) Table of fixed asset movements
Gross value
- 92 -
- 93 -
Amortizations
3-4 Securities
- 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
And this deduction made from the capital contributions and possibly in
current accounts in the form of financial advances made by Belvédère SA.
3-6 Receivables
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
On 31 December 2001, the group held 93 928 own shares and 207 other
securities.
- 96 -
3-7) Tax credits/debits
Tax credits, 517 000 euros, correspond essentially to the re-evaluation of the margin on stock.
- 97 -
4) INFORMATION RELATING TO BALANCE SHEET LIABILITIES
- 98 -
4.3 Provisions entered in the balance sheet
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)
- 100 -
5 INFORMATION RELATING TO THE INCOME STATEMENT
- 101 -
5.3 Financial balance
This represents 14 million euros in 2001 compared with – 2.4 million euros in 2000.
5.5 Taxes
Tax proof
- 102 -
The difference can be broken down as follows:
- 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
- 105 -
8 DIVERSE INFORMATION
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.
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
- 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
- 112 -
SA Belvédère
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
- 114 -
CORPORATE ACCOUNTS OF 31 DECEMBER 2001
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
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
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
- 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
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
- 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
- 120 -
The year 2001 was marked by the following
events:
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
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.
The basic method chosen for the evaluation of the elements posted in the
accounting is the historical cost system.
• 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.
⇒ registration costs:
They are amortized over 10 years, the period during which they protect a trademark or
model thus registered.
- 122 -
They are, if necessary subject to depreciation if their marketing perspectives are uncertain.
- 123 -
Method Duration
Buildings Straight line 20 years
Fittings and fixtures Straight line 10 years
Depreciation may be recorded, if the market value of the securities of the subsidiary is lower
than the cost of acquisition.
⇒ It is evaluated at the purchase price of the merchandise following the first in first out
method.
- 124 -
∗ no rotation for the last 5 years: depreciation of 100 %
⇒ customer receivables:
• Investment securities:
⇒ other securities are evaluated following the first in first out method.
Fixed assets :
- 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
- 126 -
Notes on shareholdings:
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.
Except for particular cases, the amounts maintained in long term receivables correspond to the
financing of:
- 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:
- 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:
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
State of receivables:
- 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:
- 131 -
Allocation of the 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.
- 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
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
Breakdown of turnover:
- 135 -
EUROS
France 197 004
Rest of the world 6 589 515
TOTAL 6 786 519
- 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:
Average workforce:
Employees: 1
Managers: 9
TOTAL: 10 including 3 expatriated
Leasing:
Three cars used for the general needs of the business are allocated to the General Management
and Financial Management.
- 137 -
- length of contracts: variable from 48 to 61 months
Commitments given:
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.
Income due:
- on long-term investments: -
- on customers and assigned accounts:10 517 euros
- 138 -
- on other receivables: 32 098 euros
Expenses owing:
The financial balance, a deficit of 9 134 KE, can be broken down in the following manner:
- 139 -
For the income:
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
- 147 -
SA Belvédère
- 149 -
Drawn up in Chalon sur Saône and Dijon, 10 June 2002
SOCIETE BELVEDERE
- 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,
Conditions:
- 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.
- 152 -
For this purpose, your company has agreed the sum of
.................................................................... 1 631 789 E
Conditions:
Conditions:
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
Conditions:
Conditions:
Rental for the financial year 2001 excl. tax, represents the sum of
.................................................................... 27 411 E
- 154 -
Nature and purpose: Non-remunerated current account
Conditions:
- 155 -
6) With the Company FRANCE VINS COMPANY
Conditions:
Conditions:
Conditions:
- 156 -
Jean-Louis DURAND S.
MERLE
Associate
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.
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
- 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
The original reason for buying back the company's own shares is to stabilise the
stock exchange price.
- 158 -
Consolidated profit/loss 2000 (13 660) (335) (13 994)
Note: the company does not have any financial leasing commitments with the
exception of a few insignificant amounts for office equipment.
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.
- 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:
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
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.
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.
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
- 162 -
There are no other securities.
(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.
- 163 -
Obligations to 0
repurchase
Other commercial 0
commitments
TOTAL 33 287 33 287 0 0
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
- 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
- 168 -
Consolidated result on
30 June 2002
(Figures in thousand euros)
INCOME STATEMENT
- 169 -
expenses
. Exchange losses 522,21 366,79 45
- Net expenses / sale of 388,81 99
securities.
- 170 -
ANNEX TO THE CONSOLIDATED HALF YEARLY
ACCOUNTS
1. Key events
Growth of sales:
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.
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.
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
- 172 -
Net balance -3 810
Group share -3 929
Minorities share 119
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.
gains/losses
Other movements (43) (43)
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:
7. Diverse information
- 174 -
8. Sector based information
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
Variation in cash situation resulting from financing transactions (e) -10 313 205
- 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
- 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
- 180 -
KPMG Entreprises Cabinet Jean-Louis
Durand
3, avenue de Chalon 31, rue Auguste Brullé
BP 51 21000 DIJON
71103 CHALON S/SAONE CEDEX
The auditors
- 181 -
TEXT OF THE RESOLUTIONS TO BE PUT BEFORE THE
MIXED GENERAL MEETING OF 28 JUNE 2001
- 182 -
BELVEDERE
----------------
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:
FOURTH RESOLUTION
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:
Buying and selling Company shares in function of market situations,
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.
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.
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Administrative
bodies
1. BOARD OF DIRECTIONS (on 5 October 2001)
2. EXECUTIVE MANAGEMENT
President – General Manager: Jacques ROUVROY
General Manager: Krzysztof TRYLINSKI
Financial Manager: Alexandre PAYET
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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.
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
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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.
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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
Duration:
99 years
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Financial period:
1 January to 31 December.
General Meetings:
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.
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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.
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.
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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.
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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
Start date for taking up the options 49.85 Euros 15.25 Euros
Expiry date 0 0
Total potential dilution resulting from the taking up of options (number of shares):
26.000
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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)
(Nominative list)
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%.
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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.
"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:
1.1 – 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;
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;
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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.
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:
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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.
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.
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Table of the evolution in share capital since the creation of the Company:
- 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
Distribution of capital
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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.
Note that the dividends paid for the last three financial years and the corresponding
tax credits were as follows:
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.
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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.
- 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.
- 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;
This agreement is valid and binding for fifteen years from the date of its signature.
- 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
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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
Share market 14 - 15
Dividends 172
Workforce 26 - 27
Consolidated accounts for the 1st half year 2002 138 - 149
The market 17 - 24
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