Compagnie du Bois Sauvage S A : Report 2020 CBS2020EN (annual)

Rue du Bois Sauvage, 17

ANNUAL REPORT 2020 Compagnie du Bois Sauvage S.A.

B-1000 Brussells

Tél. : [phone] Fax : [phone]www.bois-sauvage.be

SUMMARY OF THE ANNUAL REPORT OF COMPAGNIE DU BOIS SAUVAGE ANNUAL MEETING OF SHERHOLDERS ON 28 AVRIL 2021

EXERCICE 2020

TABLE OF CONTENTS

1. Letter to the shareholders 2

2. Key figures as at 31 December 4

3. Consolidated and statutory financial statements 7

3.1. Consolidated statement of the financial position 9

3.2. Consolidated statement of the comprehensive income 10

3.3. Consolidated statement of changes in equity 11

3.4. Consolidated cash-flow statement 12

Company and consolidated accounts as at 31 décembre 2020 submitted to the Annual Meeting of Shareholders of 28 April 2021. The full version of the report is available in French and in Dutch. In the event of divergence, the French version shall be final.This English version is a summary of the annual report. • COMPAGNIE DU BOIS SAUVAGE • Limited Company with a Capital of EUR 84.410.825. • Registered Offices: 17, Rue du Bois Sauvage, B-1000 Brussels • VAT BE 0402 964 823

- CTR Brussels • Tel. : [phone] •www.bois-sauvage.be

18/03/2021 08:47

COMPAGNIE DU BOIS SAUVAGE IS AN INVESTMENT HOLDING COMPANY,

QUOTED ON EURONEXT BRUSSELS,

WITH A STABLE 'FAMILY' PRINCIPAL SHAREHOLDER.

The Company aims to focus on a limited number of investments, whether listed on the stock exchange or not, mainly in the industrial sector. Its goal is to reserve the necessary means for the development of the companies of the Group.

It aims to maintain close relations with the companies in which it invests and to be involved in the recruitment of executives and in strategic development.

In the interests of its own shareholders, the Company requires a regular income from its investments in order to provide a steadily growing dividend, if possible.

Annual Report of the Board of Directors

1. LETTER TO THE SHAREHOLDERS

In 2020, the world economy suffered a deep recession due to the consequences of the COVID-19 pandemic. The lock-down and the measures taken to combat the virus promoted a sharp slowdown in economic activity in a great many sectors.

As regards the holdings of Compagnie du Bois Sauvage, the results were impacted to varying degrees, depending on their activities.

Operating profit before disposals and fair value adjustments of Compagnie du Bois Sauvage stands at EUR 24.4 million (versus EUR 38.9 million in 2019). This result is affected mainly by the combined effect of the following elements:

• ▪ a fall of over 21% in the turnover of UBCM (Chocolat-ier Group: Neuhaus, Jeff de Bruges, Corné Port Roy-al and Artista Chocolates), resulting in the first loss of EUR 2.9 million for this activity for over 15 years (com-pared with a profit of EUR 14.3 million in 2019),

• ▪ a significant rise in the result for equity accounted com-panies to EUR 16.4 million, compared with EUR 3.3 mil-lion in 2019, due mainly to Recticel (EUR 17.2 million), Fidentia (EUR 3.9 million) and a loss at Vinventions (EUR 2.9 million),

• ▪ the Group's share in the results of Berenberg Bank, which rose by EUR 9.2 million, compared with EUR 5.5 million in 2019.

The net profit attributable to the Group of EUR 14.4 million (compared with EUR 62.7 million in 2019) takes into ac-count profit on disposals of EUR 0.1 million and fair value adjustments of EUR -9.8 million, mainly at Umicore with EUR -16.6 million (EUR +37.6 million in 2019) and Ber-enberg with EUR +6.2 million (EUR +0.9 million in 2019).

Net comprehensive income attributable to the Group was EUR 14.5 million, as compared to EUR 63.1 million in 2019. This amount corresponds to the net profit or loss at-tributable to the Group, adjusted for items recognised di-rectly in equity, such as exchange rate differences on oper-ations in currencies outside the euro area (EUR 0,5 million).

The Group recorded a net consolidated debt excluding IFRS 16 of EUR 115.5 million as at 31 December 2020, com-pared with EUR 46.6 million as at 31 December 2019. This increase is due mainly to holdings taken in Eaglestone and Ecuadorcolat and the working capital of UBCM.

After the 2019 dividend payment (EUR 13.1 million) and taking account of the profit for the year (EUR 14.4 million), the Group's equity amounted to EUR 499.8 million at the end of 2020, compared with EUR 498.8 million in 2019.

The Company is proposing to maintain its dividend at EUR 7.80 gross per share, thereby indicating its confidence in the future.

During 2020, the Compagnie du Bois Sauvage Group mainly:

• ▪ took a 30% holding in the capital of Eaglestone Group, the parent holding company of the European real-estate group Eaglestone. With this holding, taken for a fixed sum of EUR 63 million and a variable additional amount of a maximum of EUR 3 million, Compagnie du Bois Sauvage aims to strengthen the activities of its real-estate division and contribute to the growth of Eaglestone;

• ▪ took a holding via UBCM and Jeff de Bruges in the Ecua-dorian company Ecuadorcolat for a total of USD 4.6 mil-lion and lent the company the sum of USD 9.1 million. As at 31 December 2020, the group held 35% of Ec-uadorcolat. This company owns over 900 hectares of farmland in Ecuador, mainly planted with cocoa trees, the production of which will be used almost exclusively to supply the cocoa bean needs of its shareholders. The funds provided for Ecuadorcolat were used to purchase a plantation of almost 500 hectares. The Group's main objectives in taking this holding are to assure its supplies and to respond to a major concern to ensure quality and respect for both the environment and society;

• ▪ sold virtually all the apartments in the Oxygen project, built in Auderghem (in the context of a 50/50 partner-ship with Besix-RED), in line with forecasts;

• ▪ paid up EUR 5 million in capital for Ÿnsect, in accord-ance with the commitments made, which corresponds to the balance of EUR 10.0 million subscribed in 2019;

• ▪ subscribed USD 1.3 million (attributable to the Group) to the capital increase of Vinventions;

• ▪ sold shares in Umicore for a total of EUR 15.6 million.

In the context of the renewal of the authorization given by the Extraordinary General Meeting of 27 April 2016, Com-pagnie du Bois Sauvage did not buy back any own shares in 2020.

Measures to improve shareholder information were contin-ued: the Corporate Governance Charter has been updatedand is available on the website, the intrinsic value is pub-lished quarterly and the detailed composition of the portfo-lio is included in Section 7 of this report.

The average daily number of shares processed in 2020 was 413.

Taking into account the two non-recurring elements men-tioned above, the intrinsic value (in-the-money) stood at EUR 459 per share as at 31 December 2020 (EUR 467 as at 31 December 2019).

Compagnie du Bois Sauvage wishes to thank its sharehold-ers for their confidence and support during the financial year. Our thanks are also due to all the Group's employees and partners for their professionalism and sincere commit-ment.

08 March 2021

President Valérie Paquot

General Manager Benoit Deckers

Letter to the shareholders

2. KEY FIGURES AS AT 31 DECEMBER

ASSETS - HISTORICAL TREND	LIABILITIES - HISTORICAL TREND
Consolidated accounts (in millions of euros)	Consolidated accounts (in millions of euros)
900	900
800	800
700	700
600	600
500	500
400	400
300	300
200	200
100	100
0	0

2014

2015

2016

2017

2018

Current assetsNon-current assets

2019

EVOLUTION OF THE CONSOLIDATED PORTFOLIO

Intrinsic value as at 31 December

Total in

euros 813,968,415

2020

2014

Other liabilities

571,074,038

542,063,934

558,737,076

496,405,908

600,582,302

670,565,412

2010	2013	2014 (1)	2015 (1)	2016 (1)
Cash	Property	Strategic
(1) Non-cash items of UBCM.

2015

2016

2017

2018

2019

2020

Financial debtsEquity

788,999,416

743,518,289

865,808,105 905,472,325

2017 (1)

2011

2012

2018 (1)

2019 (1)

2020 (1)

in thousands of euros	2020	2019	2018	2017
Group equity	499,822	498,816	451,630	482,156
Intrinsic value 'in-the-money'	770,712	783,912	678,943	733,927
Consolidated net profit (loss)
(attributable to the Group)	14,352	62,730	-16,461	45,251
Market capitalisation at year-end	553,424	645,778	635,380	601,989
2020	2019	2018	2017
Consolidated net profit (loss) per share
(attributable to the Group) (EUR)
Basic	8.56	37.40	-9.77	26.90
Diluted	8.56	37.40	-9.77	26.90
Number of shares
Outstanding	1,677,346	1,677,346	1,685,358	1,682,708
In-the-money (1)	N/A	N/A	N/A	1,685,408
Fully diluted	1,677,346	1,677,346	1,685,358	1,685,408
Intrinsic value per share at year-end (EUR)
In-the-money (1)	N/A	N/A	N/A	N/A
Fully diluted	459.48	467.35	402.85	435.46
Gross dividend per share	7.80	7.80	7.70	7.60
2020	2019	2018	2017
Average daily volume processed	413	521	377	467
Average daily capital (EUR) (3)	135,817	195,557	147,279	158,172
Price (EUR)
Year-end	330.00	385.00	377.00	357.75
Highest	395.00	410.00	415.00	364.45
Lowest	264.00	350.00	346.00	305.00

(1) Since 21/04/2018, there have no longer been any subscription rights. The indication 'N/A' has therefore been added to show that the category is not applicable, as the value is identical between the two categories.

Key figures as at 31 December

Consolidated and Separate Financial Statements as at 31 December 2020

Presented to the General Meeting of 28 April 2021

Consolidated and Separate Financial Statements

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER

2020	2019
Non-current assets	672,565	608,929
Property, plant and equipment	47,487	49,044
Investment property	10,912	10,921
Goodwill	11,003	11,003
Intangible assets	25,482	22,773
Intangible assets right to use	57,550	62,378
Equity-accounted investments	232,366	152,266
Investments at fair value through profit or loss	234,397	256,252
Other assets	49,694	41,057
Deferred tax assets	3,674	3,235
Current assets	143,685	131,938
Inventories	19,618	22,060
Trade and other receivables	55,562	49,025
Current tax assets	2,765	4,042
Financial assets at fair value through profit or loss	12,080	13,785
Other assets	2,727	2,559
Cash and cash equivalents	50,933	40,467
Non-current assets held for sale	0	0
Total assets	816,250	740,867

in thousands of euros

in thousands of euros	2020	2019
Equity	529,892	532,778
Group equity	499,822	498,816
Capital	154,297	154,297
Retained earnings	353,616	352,796
Reserves	-8,091	-8,277
Non-controlling interests	30,070	33,962
Liabilities	286,358	208,089
Non-current liabilities	199,734	150,535
Borrowings	144,735	89,375
Debts linked to leases	53,437	58,549
Provisions	723	428
Deferred tax liabilities	829	2,116
Other non-current liabilities	10	67
Current liabilities	86,624	57,554
Borrowings	33,745	11,484
Debts linked to leases	5,046	4,478
Provisions	1,538	1,457
Trade and other payables	34,155	31,774
Current tax liabilities	9,871	7,179
Other liabilities	2,269	1,182
Total equity and liabilities	816,250	740,867
3113309-1-1-SV_Financiers_ENG_2020_EN_36958.indd 9

Consolidated and Separate Financial Statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AS AT 31 DECEMBER

in thousands of euros	2020	2019
Operating income	191,836	237,488
Turnover	176,990	224,454
Interest and dividends	13,354	11,509
Rental income	810	776
Other income	682	749
Operating expenses	-183,822	-201,898
Raw materials and consumables used	-98,898	-115,753
Employee expenses	-50,827	-58,293
Depreciation, impairment losses and provisions	-26,038	-23,450
Finance costs	-5,710	-3,504
Other expenses	-2,349	-898
Share of profit (loss) of equity accounted investments	16,354	3,306
Operating profit (loss) before disposals, fair value adjustments
and impairments	24,368	38,896
Profit (loss) on disposals	125	2,522
Fair value adjustments and impairments	-9,806	25,906
Profit (loss) before tax	14,687	67,324
Income tax expense	-647	-6,338
PROFIT (LOSS) OF THE PERIOD	14,040	60,986
Other comprehensive income	-263	332
Items not to be reclassified subsequently to profit or loss	87	-1,992
Actuarial gains (and losses)
Share of other comprehensive income of equity accounted investments	87	-1,992
Items to be reclassified subsequently to profit or loss	-350	2,324
Exchange differences on foreign operations	-978	2,109
Share of other comprehensive income of equity accounted investments	628	215
Changes in scope of consolidation	0	0
Related taxes	0	0
Other	0	0
COMPREHENSIVE INCOME OF THE PERIOD	13,777	61,318
Profit or loss of the period	14,040	60,986
Attributable to Group	14,352	62,730
Non-controlling interests	-312	-1,744
Comprehensive income of the period	13,777	61,318
Attributable to Group	14,538	63,062
Non-controlling interests	-761	-1,744
EARNINGS (LOSSES) PER SHARE AS AT 31 DECEMBER
€	2020	2019
Basic	8.56	37.40
Diluted	8.56	37.40

10

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Capital

Share Share premium

in thousands of euros

Balance as at 1 January 2019

Share of hedging and actuarial reserves of

capital 84,411

account

Reserves

69,886 -6,346

0

-2,263

equity accounted investments -1,777 Changes in scope of consolidation

Foreign exchange translation differences Other

Other comprehensive income Net profit (loss) of the period Comprehensive income of the period Dividends paid

Share capital and share premium account Changes in scope of consolidation Operations with treasury shares (purchase/ cancellation)

Other

Balance as at 31 December 2019

Balance as at 1 January 2020

Share of hedging and actuarial reserves of

0

0

-1,777

0

0

-1,777

84,411 84,411

• 69,886 -8,123

• 69,886 -8,123

equity accounted investments 715 Changes in scope of consolidation

Foreign exchange translation differences Other

Other comprehensive income Net profit (loss) of the period Comprehensive income of the period Dividends paid

Share capital and share premium account Changes in scope of consolidation Operations with treasury shares (purchase/ cancellation)

Other

Balance as at 31 December 2020

Reserves

Treas-ury sharesForeign currency trans-lation reserve

84,411

0

0

69,886

0

0

-7,408

715

715

0

0

• 0 -154

• 0 -154

0

0

0

2,109

2,109

2,109

-449-683 353,616

-529

-529

-529

352,796498,816
352,796498,816
715
-529

Non-con-
trolling
interests	Equity
305,942451,630	23,309	474,939
-1,777	-1,777
0	0
2,109	2,109
0	0
0	332
-1,744	60,986
-1,744	61,318
-12,978
0
12,539	12,539
-2,924
-142	-116
33,962	532,778
33,962	532,778
715
0
-449	-978
-449	-263
-312	14,040
-761	13,777
-2,720	-15,803
0
0
-411	-860
30,070	529,892

14,352-13,083

Retained earnings

062,730

62,730-12,978

-2,92426

014,352

Group equity

33262,730

63,062-12,97800

-2,92426

18614,352

14,538-13,083

-449499,822

0

Consolidated Statement of Changes in Equity

11

CONSOLIDATED CASH-FLOW STATEMENT

in thousands of euros	2020	2019
Profit (loss) before tax	14,687	67,324
Adjustments
Profit (loss) on disposals	-125	-2,522
Fair value adjustments and impairments	9,806	-25,906
Share of profit (loss) of equity accounted investments	-16,354	-3,306
Finance costs	5,710	3,504
Interest and dividend income	-13,354	-11,509
Depreciation, impairment losses and provisions (excluding IFRS 16)	12,582	10,828
Redemption of assets right to use (IRS 16)	13,456	12,622
Other	605	18,531
Increase (decrease) in working capital
Current assets (1)	-4,430	-8,711
Current liabilities (2)	2,381	-1,809
Interest paid	-4,623	-3,362
Interest received	1,165	894
Dividends received
Equity-accounted investments	7,640	4,546
Other investments	10,660	9,592
Taxes paid	1,596	-8,433
Cash flows relating to operating activities	40,953	62,283
(Acquisition)/disposal of equity-accounted investments	-69,851	-27,667
(Acquisition)/disposal of investments at fair value through profit or loss	10,112	-5,667
(Acquisition)/disposal of other financial instruments	-8,353	-11,933
(Acquisition)/disposal of investment property	-28	-47
(Acquisition)/disposal of tangible assets	-5,698	-13,406
(Acquisition)/disposal of intangible assets	-12,167	-15,547
(Acquisition)/disposal of other non-current assets	280	-1,439
Cash flows relating to investment activities	-87,705	-75,706
New loans	91,907	29,300
Repayment of loans (excluding IFRS 16)	-14,286	-8,595
Redemption of debts linked to leases	-4,544	-472
Capital increase/(decrease)	0	0
Dividends paid to the Group's shareholders	-13,083	-12,978
Dividends paid to minority shareholders	-2,720	0
Sale (purchase) of treasury shares held	0	-2,924
Other	-2,056	-783
Cash flows relating to financing activities	55,218	3,548
Net cash flows of the period	10,466	-9,875
Cash and cash equivalents, beginning balance	40,467	50,342
Effect of exchange rate changes on cash and cash equivalents	0	0
Cash and cash equivalents, ending balance	50,933	40,467

• (1) Increases and decreases in working capital relating to inventories, accounts receivable, other assets and non-current assets held for sale.

• (2) Increases and decreases in working capital relating to trade and other payables.

12