Beter Bed N : Presentation AGM 13-05-2020

Annual General Meeting 2020

13 May 2020

Agenda

1. Opening

Review of the financial year 2019

1. Report of the Management Board for the financial year 2019
2. Report of the Supervisory Board for the financial year 2019
3. Dividend policy and distribution
4. Remuneration
5. 1. Remuneration policy for the financial year 2019
   2. Remuneration report for the financial year 2019 (advisory vote)

Financial statements 2019

1. Presentation of the audit of the financial statements 2019
2. Adoption of the financial statements for the financial year 2019 (resolution required)
3. Release from liability of the members of the Management Board for the management conducted (resolution required)
4. Release from liability of the members of the Supervisory Board for the supervision conducted (resolution required)

Renumeration policy

1. Adjustment of the Remuneration policy for the Management Board (resolution required)
2. Adjustment of the Remuneration policy for the Supervisory Board (resolution required)

Composition of the Management Board

12. Appointment of Mrs G.E.A. Reijnen as

a member of the Management Board (resolution required)

Composition of the Supervisory Board

1. Appointment of Mrs B.M.A. van Hussen as a member of the Supervisory Board (resolution required)
2. Appointment of Mrs M.C. Schipperheijn as a member of the Supervisory Board (resolution required)
3. Reappointment of the external auditor (resolution required)

Authorisation of the Management Board

1. Authorisation of the Management Board to have the Company acquire its own shares (resolution required)
2. Authorisation of the Management Board to issue ordinary shares or to grant rights to subscribe for ordinary shares up to 10% for general purposes, including but not limited to the execution of Beter Bed Holding N.V.'s Performance Stock Unit Plan (resolution required)
3. Authorisation of the Management Board to restrict or exclude pre-emptive rights in connection with agenda item 17 (resolution required)
4. Authorisation of the Management Board to cancel acquired shares (resolution required)
5. Announcements
6. Any other business
7. Closing

2

Agenda

Opening

3

Agenda

Review of the financial year 2019

1. Report of the Management Board for the financial year 2019
2. Report of the Supervisory Board for the financial year 2019
3. Dividend policy and distribution
4. Remuneration
5. 1. Remuneration policy for the financial year 2019
   2. Remuneration report for the financial year 2019 (advisory vote)

4

Review financial	Financial	Renumeration	Composition	Composition	Authorisation
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

Report of the Management Board

2019 business	John Kruijssen

2019 financials	Gabrielle Reijnen

5

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

BBH has successfully executed its restructuring in 2019

Beter Bed Holding, excluding Matratzen Concord, has shown strong like-for-like sales growth in the

Benelux region (+4.3%) and in new business (+8.1%) throughout 2019

Matratzen Concord caused liquidity constraints leading to the divestment decision

Reported 2019 Financials for BBH, excluding Matratzen Concord and including IFRS16, were: € 21.2 million EBITDA and a € 4.2 million net loss

Realised a stable (financial) platform for the future through the successful transformation, including amongst others:

Matratzen Concord DACH divestment

Sale and leaseback of three distribution centers

Shareholder loan provided by three major shareholders

Issuance of ordinary shares

Since the start of 2020 main focus is on acceleration of the retail business in the Benelux and Sweden and the wholesale activities of DBC

Adapting to the new reality following COVID-19 while embracing new opportunities

6

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

We are adapting to a new reality following COVID-19

Safety of our people

Supply chain management

Commercial performance

7

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

Matratzen Concord divestment comprises 3 parts

Divestment set-up

Recovery of Matratzen

Successful divestment of

Sale to Magical Honour Limited

• Deal completed on 2 December 2019

• Purchase price mechanism resulted in

improved purchase price from € 5.0

million to € 7.9 million, in accordance

with the final completion statements

prepared

Concord below

Matratzen Concord

Germany, Austria and

•	Earnout of up to € 7.5 million provided

expectations

Switzerland

Contingent deferred

that profitability milestone is met in

year one

H1 2019

Beginning of December 2019

payment

Share issue to

Magical Honour Limited

•	Fair value of the earnout determined
	at zero in 2019 financials
•	Equity issue of 2.15 million new shares
	(€ 5 million) representing 8.9%
	ownership at 31-12-2019

8

Review financial	Financial	Renumeration	Composition	Composition	Authorisation
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

Healthcare Co. Ltd. as new strategic investor of our group

Magical Honour Limited

• Hong Kong based private equity company
• Buyer of Matratzen Concord
• Owner of 2.15 million BBH shares per 31-12-2019 corresponding to 8.9% ownership
• Backed by HealthCare Co. Ltd.

Healthcare Co. Ltd.

• Chinese publicly listed company, market cap of approx. USD 1 billion, led by CEO James Ni
• Healthcare Co. Ltd. manufactures and sells memory foam products including foam toppers, mattresses, sofas, and pillows
• Production facilities in China, US, Thailand and Serbia
• Retail network of approx. 250 own stores & 2,500 franchise- stores in China
• Presence in Spain with ownership of Maxcolchon, a Spanish bedding manufacturer and retailer
• Own product brand 'MLily'
• Official Global Mattress & Pillow Partner of Manchester United F.C.

9

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

Profitable and growing business after rightsizing portfolio

Starting point last year		Current business
'18 Sales	3y CAGR	'18 EBITDA %	'19 Sales	3y CAGR	'19 EBITDA %
€ 396M	-4.7%	0.2%	€ 186M	+8.2%	5.1%1
					1Pre IFRS16
		In 6 EU markets			+
					In 8 EU markets
			Benelux		New Business
			88% of total sales		12% of total sales

	Matratzen	Beter Bed &						Beter Bed &
	Concord	Beddenreus	Sängjätten	DBC				Beddenreus	Sängjätten	DBC
# of stores	849	133	27	n/a		# of stores		134	27	n/a
# of FTE	1,901	760	110	12		# of FTE		806	88	16

10

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

BNL business is growing through improved sales process, targeted cost reductions & performance culture

Revenue & margin (offline)

Improved consumer insights driven marketing calendar

• More logical assortment & better advice

Cross- and upsell directives

Extensive training to transform sales people into sleep advisors

Performance	culture	Employee		Establishment
		engagement app		of BB academy
		Used by 78% of	BETER BED ACADEMY	Learning and
		workforce
			development
		>130k log-ins

Cost reduction programs

Should costing

Delivery tablets for drivers

Smarter logistics

New salary scheme for warehouse & transport

Happier employees, lower	Personal development	30 internal
absenteeism & higher	and additional sales
promotions
retention	capabilities

11

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

1. NL continued strong online and omni-channel performance

IMPROVEMENT

IMPACT

%

%

Online

Data-driven channel selection and media deployment (e.g. targeted marketing campaigns on Black Friday)

Improved UX & platform performance

Introduction of long-tail online assortment in textiles

Traffic: +23.3% vs. 2018

Conversion: +2.3% vs. 2018

Omni-channel

Improved store navigator online

Online portal to change delivery dates

122k clicks to navigate to offline store (+205% vs 2018)

Minus 30-40% CS calls due to online delivery date planning

+1ppt category share textiles in online

12

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

Sängjätten store performance is lagging

Sales growth as a result of

• Improved commercial activities through better pricing and promotions

• Addition of new brands Tempur and EcoLife

Store performance was not at desired levels:

Action plan being executed to turn around the activities:

• Supply chain structure through hubs

• Rightsizing the store portfolio and the head office

• Enhancing the assortment

• Launch of new marketing campaign end of March 2020

13

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

DBC expanding worldwide through different channels

Worldwide expansion initiated…				..and widening assortment to cater to different
				channel needs
				Range of products

B2B2C	B2B	B2C
(wholesale)		Time

14

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

We are delivering on many of our Corporate Social Responsibility targets

CSR TARGETS

Circular

economy

Safety &

Quality

Responsible

Chain

Management

Energy & CO2

Emissions

Safe working

conditions

		Goal 2020	2019		2018
•	Yearly sold mattresses collected through return system	10%	8%	7%
•	Sales from products with >25% recycled content	25%	35%	12%
•	Share of sales from modular products	20%	0%	0%
•	Waste streams recycled high grade	75%	94%	71%
•	Products tested on air quality (based on sales)	100%	93%	98%
•	Number of incidents reported in the field of safety & quality	-	-	-
•	Customer satisfaction: eKomi score (0-10)	9.4	9.4	8.9
•	Suppliers who signed Code of Conduct1	100%	82%	92%
• Number of suppliers with proactive cooperation to ensure CSR			5	5
•	Tenders for products and services in the Netherlands where CSR criteria are taken into account	100%	40%	30%
•	Purchase of renewable energy	100%	0%	0%
•	Energy consumption (TJ)			79	259
•	CO2 emissions (tonnes)			7,709	25,079
•	Number of accidents with sick leave	-	-	-
•	Tests performed on air quality (DCs, loading docs, stores)	Yes		Partly1		Partly1
•	Training and education attended by logistic employees (average number of hours)	4.0	2.0	2.5

1. Yes for DCs and loading docs, partly for stores

15

Review financial	Financial	Renumeration	Composition	Composition	Authorisation
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

Our mission

"As Beter Bed, we believe that everyone can sleep better than

one does today. Better sleep makes us healthier, happier and

perform better. We care for your sleep. As market leader we

take ownership to provide better sleep. For everyone."

16

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

Report of the Management Board

2019 business	John Kruijssen

2019 financials	Gabrielle Reijnen

17

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

Group revenues from continuing operations show strong performance

Revenues

In € million, all entities of Beter Bed Holding, based on continuing operations

+7.5%

185.8

172.8

22,1

17,7+25.3%

155,1	163,7
+5.5%

2018			2019
		Benelux		New Business

7.5% total revenue growth versus last year

4.7% like-for-like revenue growth versus last year

5.5% Benelux revenue growth, with 4.3% LFL growth

25.3% New Business revenue growth, with 8.1% LFL growth

18

Review financial	Financial	Renumeration	Composition	Composition	Authorisation
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

Profit & loss 2019 vs. 2018

Profit & Loss statement continuing operations

In thousand €, unless otherwise stated						2019
2019		Disc. Ops.	IFRS16	One-offs	Adjusted		2018
Revenue	185,805					185,805		172,812
Cost of sales	(87,270)					(87,270)		(78,763)
Gross Profit	98,535	53.0%	-	-	-	98,535	53.0%	94,049	54.4%
Other income	6,404			3,166		9,570
Personnel expenses	(47,064)					(47,064)		(40,824)
Other operating expenses	(36,631)			(14,991)	5,165	(46,457)		(41,464)
Total operating expenses	(83,695)	-45.0%	-	(14,991)	5,165	(93,521)	-50.3%	(82,288)	-47.6%
EBITDA	21,244	11.4%	-	(11,825)	5,165	14,584	7.8%	11,761	6.8%
Depreciation and amortisation	(21,676)			14,584		(7,092)		(7,168)
Operating profit (loss) (EBIT)	(432)	-0.2%	-	2,759	5,165	7,492	4.0%	4,593	2.7%
Finance costs	(2,450)			349		(2,101)		(688)
Profit (loss) before tax	(2,882)	-1.6%	-	3,108	5,165	5,391	2.9%	3,905	2.3%
Income tax	(1,284)			(777)	(742)	(2,803)		2,976
Net profit (loss) from continuing operations	(4,166)	-2.2%	-	2,331	4,423	2,588	1.4%	6,881	4.0%
Profit / (loss) after tax from discontinued ops	(48,409)		48,409			-
Net profit (loss)	(52,575)		48,409	2,331	4,423	2,588		6,881

19

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

Reported EBITDA has increased from € 11.8M to € 21.2M

EBITDA bridge

In € million, all entities of Beter Bed Holding, based on continuing operations

				21.2
		3.1		11.8
	4.5
11.8
		1.0	5.2
				9.6
				7.1

2018 Reported	Gross	Logistical costs	Advertising	OPEX investments Book profit on Sale	One-off costs	IFRS16	2019 Reported
EBITDA	Margin			and lease back	and impairments		EBITDA

20

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

IFRS16 and divestment of MC have material impact on Balance Sheet

Consolidated Balance Sheet

In thousand €, unless otherwise stated	2019			2019		2018
IFRS16	One-offs	Adjusted
Fixed assets	62,977	(42,459)	-	20,518	65,935
Intangible assets	8,483			8,483	11,311
Property, plant & equipment	10,596			10,596	41,257
Right-of-use assets	41,747	(41,747)		- -	-	-
Deferred tax assets	2,087	(712)		1,375	13,273
Other non-current financial assets	64			64		94
Current assets	36,427	(192)	4,294	40,529	74,745
Inventories	22,233			22,233	55,679
Receivables1	12,079	(192)		11,887	12,893
Cash and cash equivalents	2,115		4,294	6,409		6,173
Total assets	99,404	(42,651)	4,294	61,047	140,680
Equity	3,035	2,331	4,423	9,789	46,636
Non-current liabilities	30,043	(29,240)		803		4,455
Current liabilities	66,326	(15,742)	(129)	50,455	89,589
Total equity & liabilities	99,404	(42,651)	4,294	61,047	140,680

1. Trade receivables, income tax receivable & other receivables Note: 2019 includes IFRS16, 2018 excludes IFRS16.

21

Review financial	Financial	Renumeration	Composition	Composition	Authorisation
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

Successful transformation of the company in 2019 (1/2)

Cash flow statement 2019: continuing operations

					2019
	In thousand €, unless otherwise stated	2019	IFRS16	One-offs	Adjusted	2018
	Result (loss) for the period from operations	(432)	(2.759)		2.327	4.593
	Depreciation & amortization	21.676	14.584		7.092	7.168
	EBITDA	21.244	11.825		9.419	11.761
	Transfer book profit RE	(6.404)	3.166		(9.570)
	Transfer costs relating to sale of Disc. Ops.	4.294			4.294
	Other	25			25	46
	Adjusted operating result	19.159	14.991		4.168	11.807
	Inventories	(1.403)			(1.403)	(2.329)
	Trade & other receivables	3.200			3.200	(211)
	Trade & other liabilities	2.046	(580)		2.626	2.464
	Change in Working Capital	3.843	(580)		4.423	(76)
	Costs share-based compensation	135			135	83
	Income tax received/(paid)	702			702	(2.271)
	Discontinued operations	(20.599)			(20.599)	(6.523)
	Cash flow from operating activities	3.239	14.410		(11.171)	3.020
	Capital expenditures	(4.397)			(4.397)	(8.758)
	RE proceeds	19.176			19.176	-
	Divestments of subsidiaries	(17.562)		(4.294)	(13.268)	-
	Other	2522			25	10

Transfer costsReviewrelatingfinancito sale of Disc. OpsFinancial.		4.294
Renumeration	Composition	Authorisation
Other	year 2019	statements 2019	policy	Management Board	Management Board
			25
Adjusted operating result			19.159	14.991

4.294

2546

4.168 11.807

		Inventories		(1.403)			(1.403)	(2.329)
	Successful transformation of the			(2/2)	(211)
		Trade & other receivables		3.200			3.200
		Trade & other liabilities		2.046	(580)		2.626	2.464
		Change in Working Capital		3.843	(580)		4.423	(76)
		Cash flow statement 2019: continuing operations	135			135	83
		Costs share-based compensation
		Income tax received/(paid)		702			2019	(2.271)
			IFRS16	One-offs	702
		In thousand €, unless otherwise stated	(20.2019599)	(20.599)	(6.2018523)
		Discontinued operations					Adjusted
		Result (loss) for the period from operations		3(432).239	(2.759)		(112.171).327	43.593020
		Ca h flow from op rating activities
		Depreciation & amortization		(4.397)	14.584		(4.397)	(8.758)
		Ca ital expenditures		21.676		7.092	7.168
		EBITDA		19 176	11.825		176	-
		RE proceeds		21.244		19.419	11.761
		Dive tments of subsidiaries		(6.404562)	3.166		(9.570268)
		(17			(13	-
		Transfer book profit RE
		Other		25			25	10
		Transfer costs relating to sale of Disc. Ops.		4.294			4.294
		Disc. Ops. TFA/IFA		15.473			15.473	(8.187)
		Other		25			25	46

Cash from from / (used in) investing activities Adjusted operating result

Contribution equity

Inventories

Contribution equity instruments

Trade & other receivables

Dividends paid

Trade & other liabilities

Repayment of borrowings

Change in Working Capital

Proceeds from borrowings

InterestCosts sharepaid-based compensation

PaymentIncome axleasereceliabilitiesved/(paid)

CashDiscontinuedfrom fromoperations/ (used in) financing activities

Cash flow from operating activities

CapitalMovemexpendituresnts in cash and cash equivalents

NetRE proceedsf reign exchange difference

Opening balance

Divestments of subsidiaries

Closing balance

Other

Disc. Ops. TFA/IFA

Cash from from / (used in) investing activities

2 715	14.991		17 009	(16.935)
19.159		4.168	11.807
5.000			5.000	-
(1.403)			(1.403)	(2.329)
3.500			3.500	-
3.200			3.200	(211)
-	(580)		-	(659)
2.046		2.626	2.464
(16.504)	(580)		(16.504)	-
3.843		4.423	(76)
3.500			3.500	21.195
(1.326)135			(1.326)135	(688)83
(14.410)			-	-
702			702	(2.271)
240)			(5 830)	19.848
(20.599)			(20.599)	(6.523)
3.239	14.410		(11.171)	3.020
(4.286)397)			(4.397)8	(85.758).933
19.228176			19.176228	53-
6.173			6.173	187
(17.562)		(4.294)	(13.268)	-
2.115			6.409	6.173
25			25	10
15.47323			15.473	(8.187)
12.715	-	(4.294)	17.009	(16.935)

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

2019 transformation resulted in better balance sheet and cash position

Financing facilities per mid '19 (€ million)

	7,0
40,0		47,0
Bank financing	Shareholder	Total financing
	loan

Starting point for 2020 (€M)

		3,5
	3,5
			29,3
22,3
Bank financing	Shareholder	Perpetual	Total financing
	loan	loan1

Bank financing

Shareholder loan

Perpetual loan

Bank financing of € 22.3 million

Dividend policy

Shareholder loan of € 3.5 million provided by three major BBH shareholders

Deleveraging

Perpetual loan of € 3.5 million provided by three major BBH shareholders

No dividend distribution over the year 2019 and possibly 2020

Significantly reduced net debt position

1. Excluding accumulated interest

24

Q & A

Review financial	Financial	Renumeration	Composition	Composition	Authorisation
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

3. Report of the Supervisory Board

• Supervision of and support to the Management Board
• Composition of the Supervisory Board
• Activities of the Supervisory Board
• Audit Committee
• Remuneration Committee

26

				Financial	Renumeration	Composition	Composition	Authorisation
			Review financial
			year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board
		Retirement by rotation schedule
				Supervisory Director	Appointed	Retirement/
									Reappointment
				H.C.M. Vermeulen	26-04-2018	AGM 2020
				A. Beyens		03-12-2018	AGM 2023
				P.C. Boone		03-12-2018	AGM 2023
				B.E. Karis		03-12-2018	AGM 2023

27

Q & A

Review financial	Financial	Renumeration	Composition	Composition	Authorisation
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

4. Dividend policy and distribution

• Pay-outratio > 50%
• Requirements:
• • Solvency > 30%
  • Net interest-bearing debt/EBITDA ratio < 2
• No payment of dividend over 2019

29

Review financial	Financial	Renumeration	Composition	Composition	Authorisation
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

5a. Remuneration policy for the financial year 2019

• Remuneration report (page 49 - 56)
• Remuneration policy of the Management Board is meant to be enterprising in nature, competitive in the market, while maintaining balance with other management members and simultaneously taking into account:
• • Social context
  • Corporate Governance structure
  • Interests of the stakeholders in Beter Bed Holding
• No changes to the remuneration policy of the Management Board or Supervisory Board in 2019

30

Review financial	Financial	Renumeration	Composition	Composition	Authorisation
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

5b. Remuneration report for the financial year 2019

• Implementation in 2019 in accordance with the current Remuneration Policy
• Under pressure from exceptional circumstances, 4 additional targets on top of the pre-defined KPIs for variable compensation vital to safeguard the company were defined:
• • Agreement of an additional loan
  • Divestment of Matratzen Concord within a period of six months
  • Realisation of sale and leaseback of the three distribution centers against a planned value
  • Deleveraging the senior debt
• Full achievement was realised for these additional targets: CEO was granted maximum payout
• CFO did not receive a bonus as he left the company before year-end

31

Q & A

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

5b. Remuneration report for the financial year 2019

Voting results

For	6,629,836	99.99%
Against	372	0.01%
Abstention	1,133,364
Total	7,763,572

Agenda item 5b has been adopted

33

Agenda

Financial statements 2019

1. Presentation of the audit of the financial statements 2019
2. Adoption of the financial statements for the financial year 2019 (resolution required)
3. Release from liability of the members of the Management Board for the management conducted (resolution required)
4. Release from liability of the members of the Supervisory Board for the supervision conducted (resolution required)

34

Review financial	Financial	Renumeration	Composition	Composition	Authorisation
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

Presentation PwC

35

Beter Bed Holding N.V.

Annual General Meeting

13 May 2020

Agenda

1. Our Conclusion
2. Materiality
3. Details of our audit
4. The annual report

Beter Bed Holding N.V.	13 May 2020
PwC	37

Our conclusion

Unqualified auditor's report

On 17 March 2020 we have provided an unqualified audit opinion.

The outbreak of COVID-19 may have far-reaching consequences, also for Beter Bed. Therefore, we draw your attention to the material uncertainty related to going concern as disclosed in the annual report and the auditor's report in the emphasis of matter.

Beter Bed Holding N.V.	13 May 2020
PwC	38

Materiality

Overall materiality is € 3.400.000

• Quantitative aspects
• Qualitative aspects
• 1% of revenue
• Materiality of the components in scope is lower. We have allocated a lower materiality level of €1,500,000 to Beter Bed B.V. based on 1% of revenue of the continued business on a standalone basis.

Beter Bed Holding N.V.	13 May 2020
PwC	39

Details of our audit

Involvement of the group audit team in the audit of Matratzen Concord in Germany and

Austria

Involvement of IT specialists

Key audit matters

• Accounting for the completed sale of Matratzen Concord
• Financial positioning and re-financing
• Transition to the accounting standard 'IFRS 16 - Leases'
• Accuracy of revenue

Beter Bed Holding N.V.	13 May 2020
PwC	40

The annual report

Consistent with the financial statements and no omissions of information required

• Reconciliation is made
• Involvement of specialists
• Risks mentioned are relevant
• The possible far-reaching consequences of the COVID-19 outbreak have been disclosed in the annual report

Beter Bed Holding N.V.	13 May 2020
PwC	41

Questions or comments?

pwc.com

© 2020 PwC. All rights reserved. Not for further distribution without the permission of PwC. "PwC" refers to the network of member firms of PricewaterhouseCoopers International Limited (PwCIL), or, as the context requires, individual member firms of the PwC network. Each member firm is a separate legal entity and does not act as agent of PwCIL or any other member firm. PwCIL does not provide any services to clients. PwCIL is not responsible or liable for the acts or omissions of any of its member firms nor can it control the exercise of their professional judgment or bind them in any way. No member firm is responsible or liable for the acts or omissions of any other member firm nor can it control the exercise of another member firm's professional judgment or bind another member firm or PwCIL in any way.

Agenda

Financial statements 2019

1. Presentation of the audit of the financial statements 2019
2. Adoption of the financial statements for the financial year 2019 (resolution required)
3. Release from liability of the members of the Management Board for the management conducted (resolution required)
4. Release from liability of the members of the Supervisory Board for the supervision conducted (resolution required)

43

Q & A

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

7. Adoption of the financial statements for the financial year 2019

Voting results

For	6,630,212	100.00%
Against	0	0.00%
Abstention	1,133,360
Total	7,763,572

Agenda item 7 has been adopted

45

Agenda

Financial statements 2019

1. Presentation of the audit of the financial statements 2019
2. Adoption of the financial statements for the financial year 2019 (resolution required)
3. Release from liability of the members of the Management Board for the management conducted (resolution required)
4. Release from liability of the members of the Supervisory Board for the supervision conducted (resolution required)

46

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

8. Release from liability of the members of the Management Board

Voting results

For	6,629,804	99.99%
Against	400	0.01%
Abstention	1,133,368
Total	7,763,572

Agenda item 8 has been adopted

47

Agenda

Financial statements 2019

1. Presentation of the audit of the financial statements 2019
2. Adoption of the financial statements for the financial year 2019 (resolution required)
3. Release from liability of the members of the Management Board for the management conducted (resolution required)
4. Release from liability of the members of the Supervisory Board for the supervision conducted (resolution required)

48

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

9. Release from liability of the members of the Supervisory Board

Voting results

For	6,630,204	100.00%
Against	0	0.00%
Abstention	1,133,368
Total	7,763,572

Agenda item 9 has been adopted

49

Agenda

Remuneration policy

1. Adjustment of the Remuneration policy for the Management Board (resolution required)
2. Adjustment of the Remuneration policy for the Supervisory Board (resolution required)

50

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

10. Adjustment of the Remuneration policy for the Management Board

• New policy implements the EU Shareholder Rights Directive II, which is implemented in national legislation
• Policy is updated after evaluation, benchmark and shareholder consultation
• Base salary and short term incentive (cash bonus, STI) at unchanged level
• LTI: Option Plan without performance condition replaced by grant of shares that:
• • Is conditional on long-term performance targets for return and customer satisfaction
  • Promote share ownership of Management Board members
  • Support alignment with company and its shareholders

51

Q & A

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

10. Adjustment of the Remuneration policy for the Management Board

This voting items requires a qualified majority of ¾ of the votes cast

Voting results

For	6,629,837	99.99%
Against	375	0.01%
Abstention	1,133,360
Total	7,763,572

Agenda item 10 has been adopted

53

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

11. Adjustment of the Remuneration policy for the Supervisory Board

• New policy implements the EU Shareholder Rights Directive II, which is implemented in national legislation
• Policy of 2015 is updated after evaluation and benchmark
• Current remuneration levels at the bottom of the small cap peer group
• High intensity of the work of the Supervisory Board and the required teamwork to address challenges taken into consideration
• Proposed adjustments:
• • Structured in one all-in fixed annual fee, instead of base and committee fees
  • Remuneration level raised to € 40k for the Chair and € 30k for members all in. (incl. committees)

54

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

11. Adjustment of the Remuneration policy for the Supervisory Board

This voting items requires a qualified majority of ¾ of the votes cast

Voting results

For	6,629,844	99.99%
Against	368	0.01%
Abstention	1,133,360
Total	7,763,572

Agenda item 11 has been adopted

55

Agenda

Composition of the Management Board

12. Appointment of Mrs G.E.A. Reijnen as a member of the Management Board (resolution required)

56

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

12. Proposal to appoint member of the Management Board

Nomination G.E.A. (Gabrielle) Reijnen (1967)

• Former Chair of the Audit Committee
• Since 12 December 2019 as CFO already involved in the day-to-day operations
• Dutch nationality
• Owns no shares in Beter Bed Holding
• Independent
• Positive Advice Works Council Beter Bed B.V.

57

Q & A

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

12. Proposal to appoint member of the Management Board

Voting results

For	6,630,212	100.00%
Against	0	0.00%
Abstention	1,133,360
Total	7,763,572

Agenda item 12 has been adopted

59

Agenda

Composition of the Supervisory Board

1. Appointment of Mrs B.M.A. van Hussen as a member of the Supervisory Board (resolution required)
2. Appointment of Mrs M.C. Schipperheijn as a member of the Supervisory Board (resolution required)
3. Reappointment of the external auditor (resolution required)

60

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

13. Proposal to appoint member of the Supervisory Board

Nomination B.M.A. (Barbara) van Hussen (1971)

• Introduction through movie
• Experience as a partner lawyer in, among others, Labour, Company Law, M&A and Private Equity, additional activities as director and chair of a Supervisory Board
• Dutch nationality
• Owns no shares in Beter Bed Holding
• Independent
• Positive Advice Works Council Beter Bed B.V.

61

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

13. Proposal to appoint member of the Supervisory Board

Voting results

For	6,630,212	100.00%
Against	0	0.00%
Abstention	1,133,360
Total	7,763,572

Agenda item 13 has been adopted

62

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

14. Proposal to appoint member of the Supervisory Board

Nomination M.C. (Maaike) Schipperheijn (1975)

• Introduction through movie
• International experience in the field of audit, financing, corporate governance and compliance as well as experience as a member of the Supervisory Board and Audit Committee
• Chair of the Audit Committee of Beter Bed Holding N.V.
• Dutch nationality
• Owns no shares in Beter Bed Holding
• Independent
• Positive Advice Works Council Beter Bed B.V.

63

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

14. Proposal to appoint member of the Supervisory Board

Voting results

For	6,630,212	100.00%
Against	0	0.00%
Abstention	1,133,360
Total	7,763,572

Agenda item 14 has been adopted

64

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

15. Reappointment of the external auditor

Introduction P.J.R.M. (Paulus) Wijffels (1969)

• Due to the obligatory audit circulation, Mr P.J.R.M. Wijffels, partner at PwC will be succeeding Mr W.C. van Rooij to conduct the audit as of 2020
• Introduction through movie
• International audit experience in the areas of IFRS, U.S. GAAP, Dutch GAAP and Sarbanes-Oxley compliance
• Dutch nationality
• Independent

65

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

15. Reappointment of the external auditor

Voting results

For	6,630,212	100.00%
Against	0	0.00%
Abstention	1,133.360
Total	7,763,572

Agenda item 15 has been adopted

66

Agenda

Authorisation of the Management Board

1. Authorisation of the Management Board to have the Company acquire its own shares (resolution required)
2. Authorisation of the Management Board to issue ordinary shares or to grant rights to subscribe for ordinary shares up to 10% for general purposes, including but not limited to the execution of Beter Bed Holding N.V.'s Performance
   Stock Unit Plan (resolution required)
3. Authorisation of the Management Board to restrict or exclude pre-emptive rights in connection with agenda item 17 (resolution required)
4. Authorisation of the Management Board to cancel acquired shares (resolution required)

67

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

16. Authorisation of the Management Board to have Company acquire its own shares

Voting results

For	6,629,844	99.99%
Against	368	0.01%
Abstention	1,133,360
Total	7,763,572

Agenda item 16 has been adopted

68

Agenda

Authorisation of the Management Board

1. Authorisation of the Management Board to have the Company acquire its own shares (resolution required)
2. Authorisation of the Management Board to issue ordinary shares or to grant rights to subscribe for ordinary shares up to 10% for general purposes, including but not limited to the execution of Beter Bed Holding N.V.'s
   Performance Stock Unit Plan (resolution required)
3. Authorisation of the Management Board to restrict or exclude pre-emptive rights in connection with agenda item 17 (resolution required)
4. Authorisation of the Management Board to cancel acquired shares (resolution required)

69

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

17. Authorisation of the Management Board to issue or to grant rights to subscribe for ordinary shares

Voting results

For	6,629,444	99.99%
Against	768	0.01%
Abstention	1,133,360
Total	7,763,572

Agenda item 17 has been adopted

70

Agenda

Authorisation of the Management Board

1. Authorisation of the Management Board to have the Company acquire its own shares (resolution required)
2. Authorisation of the Management Board to issue ordinary shares or to grant rights to subscribe for ordinary shares up to 10% for general purposes, including but not limited to the execution of Beter Bed Holding N.V.'s Performance
   Stock Unit Plan (resolution required)
3. Authorisation of the Management Board to restrict or exclude pre-emptive rights in connection with agenda item 17 (resolution required)
4. Authorisation of the Management Board to cancel acquired shares (resolution required)

71

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

18. Authorisation of the Management Board to restrict or exclude pre-emptive rights

Voting results

For	6,629,437	99.99%
Against	775	0.01%
Abstention	1,133,360
Total	7,763,572

Agenda item 18 has been adopted

72

Agenda

Authorisation of the Management Board

1. Authorisation of the Management Board to have the Company acquire its own shares (resolution required)
2. Authorisation of the Management Board to issue ordinary shares or to grant rights to subscribe for ordinary shares up to 10% for general purposes, including but not limited to the execution of Beter Bed Holding N.V.'s Performance
   Stock Unit Plan (resolution required)
3. Authorisation of the Management Board to restrict or exclude pre-emptive rights in connection with agenda item 17 (resolution required)
4. Authorisation of the Management Board to cancel acquired shares (resolution required)

73

	Financial	Renumeration	Composition	Composition	Authorisation
Review financial
year 2019	statements 2019	policy	Management Board	Supervisory Board	Management Board

19. Authorisation of the Management Board to cancel acquired shares

Voting results

For	6,629,847	99.99%
Against	365	0.01%
Abstention	1,133,360
Total	7,763,572

Agenda item 19 has been adopted

74

Announcements

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