Marie Brizard Wine & Spirits : MBWS AGM Preparation and other corporate matters

Paris, 10^th January 2019

An independent expert is appointed and an ad hoc committee is created

The Board of Directors has assessed the proposed resolutions presented by several of the Group’s shareholders

Benoît Herault intends to resign from his position of Chairman and member of the Board of Directors  

Update on the asset sale project and the work being undertaken to optimize the Group’s cost structure

Appointment of an independent expert and creation of an ad hoc committee

The Board of Directors today appointed the company Ledouble as an independent expert tasked with providing a fairness opinion regarding the capital increase reserved for COFEPP.  Additionally, the Board of Directors decided today to establish an ad hoc committee comprised of independent Board members who will interact with the independent expert and will provide an opinion to the Board of Directors.  
  

As the Reserved Capital Increase is to be executed at a higher price than the current share price, this designation is being made on a voluntary basis (based on the framework of Article 261-3 of the general regulations of the French Financial Markets Authority (AMF).  The report of the independent expert will be made available to the shareholders before the Annual General Meeting, to be held on 31^st January 2019.  
  

Assessment by the Board of Directors of the proposed resolutions presented by several of the Group’s shareholders 

The Board of Directors met on 10^th January 2019 to consider the requests made by several of the Group’s shareholders, for the inclusion of new resolutions to the agenda of the upcoming Annual General Meeting (AGM).  At the conclusion of their assessment, the Board has decided the following: 

• Resolution presented by BDL Capital Management
  Received by letter, on 3^rd January 2019.  BDL Capital Management, providing proof that it holds 7.1% of the Company’s share capital, requested that the Board of Directors include in the AGM’s agenda the following resolution:   
    
• • Establishment of an ad hoc committee
    • This request has been approved. 
        
• Resolutions presented by Denis Nahas, Robert Gobin, Guillaume Tromp, Arnaud Kermagoret, Jean-Pierre Lavoine, Pierre Van Peteghem and Françoise Lavoine
  Received by letter on 4^th January 2019. Denis Nahas, Robert Gobin, Guillaume Tromp, Arnaud Kermagoret, Jean-Pierre Lavoine, Pierre Van Peteghem and Françoise Lavoine, holding approximately 1% of the Company’s share capital, have requested that the Board of Directors include the following resolutions in the agenda of the AGM: 
    
• • Revocations of Board membership of all Board members with the exception of Jacques Tierny, who was recently appointed  
    • These requests have not been approved.
  • Establishment of attendance fees allocated to the Board of Directors  
    • This request has not been approved.
  • Exclusion of variable, extraordinary items to Jean-Noël Reynaud, Chief Executive Officer, and Benoît Hérault for the years 2017 and 2018 
    • These requests have not been approved.
  • Modification of Resolution 27: authorization given to the Board of Directors in order to proceed to the attribution of free existing shares or to issue shares for the benefit of recipients to be determined among the Company’s staff  
    • This request has not been approved.
  • Amendments to the two options in the agreement between MBWS and COFEPP of 24^th December 2018
    • These requests have not been approved.
        

The justifications for the decisions made by the Board of Directors and the complete text of the resolutions proposed by the shareholders, along with the explanation of their arguments, are presented in the Board of Director’s report published today on the Group’s website (in French).
  

Benoît Hérault’s intention to resign from his position as Chairman and member of the Board of Directors   

During the Board of Directors meeting on 10^th January 2019, Benoît Hérault announced his intention to resign from his position as Chairman and member of Marie Brizard Wine & Spirits’ Board of Directors, upon completion of one of the two options outlined in the binding agreement signed by the Company and COFEPP.
  

Benoît Hérault declared, “These past five years as an independent Board member and then as Chairman of the Board of Marie Brizard Wine & Spirits have been very intense.  In 2018, given a sharply deteriorated financial situation, I accepted – at the request of the members of the Board of Directors – to take on the role of Chief Executive Officer on an interim basis, with the main objectives of finding a new Chief Executive Officer for the Group and securing a solution for ensuring its status as a going concern.  These objectives have now been accomplished.”  Mr. Hérault continued, “A new strategic plan will be presented over the course of Q1 2019 and the backing of our Group by a solid industrial player opens a new chapter for Marie Brizard Wine & Spirits.  I will remain with the Company until the recapitalization is completed.”  
  

Update on the asset sale project and the work being carried out to optimize the Group’s cost structure

The Board of Directors has decided, given the current circumstances, to end the project to sell some of the Group’s brands.  This project’s objective was to cover part or all of the losses in FY 2018.  The various efforts carried out have not resulted in offers that would meet the stated objective, in the required timeframe.  This led the Board of Directors to seek another solution to address the Group’s financial situation.  The binding agreement signed between MBWS and COFEPP provides such a solution. 

Nevertheless, the Group confirms that it is continuing to study the sale of assets whose disposal would not limit its capacity for development or the execution of its strategy, including some brands whose strategic interest would not be significant in the context of the Company’s medium-term strategy.   

The Board of Directors has confirmed that it will continue to carry out the work to adapt the Group’s cost structure.  The results of this work are expected to be presented along with the new strategic plan.   

                                                                            
  

Marie Brizard Wine & Spirits produces and sells a range of wine and spirits across four geographic clusters: Western Europe, Middle East & Africa, Central and Eastern Europe, the Americas, and Asia-Pacific. MBWS has distinguished itself for its know-how, the range of its brands, and a long tradition and history of innovation. From the inception of Maison Marie Brizard in Bordeaux, France in 1755, to the launch of Fruits and Wine in 2010, MBWS has successfully developed and adapted its brands to make them contemporary while respecting their origins. MBWS is committed to providing value by offering its customers bold, trustworthy, flavorful and experiential brands. The company has a broad portfolio of leading brands in their respective market segments, most notably William Peel scotch whisky, Sobieski vodka, Krupnik vodka, Fruits and Wine flavored wine, Marie Brizard liqueurs and Cognac Gautier. MBWS is listed on the regulated market of Euronext Paris, Compartment B (ISIN code FR0000060873, ticker MBWS) and is included in the EnterNext© PEA-PME 150 index, among others.

                                            

Investor Contact Raquel Lizarraga  [e-mail] Tél : [phone]

Press Contact Simon Zaks, Image Sept [e-mail] Tél : [phone]

Attachment

• MBWS_CP_AG_Janv19_ENG-FINAL