SEB S A : Universal registration document and annual financial report 2020

UNIVERSAL REGISTRATION DOCUMENT

AND ANNUAL FINANCIAL REPORT 2020

CONTENTS

Message from the Chairman and CEO	4
An extensive and diversified offering	6
Business model	8
Corporate Social Responsibility	10
Board of Directors	12
Key figures	14
1 Introduction to the Group	19
1.1	Business sector	20
1.2	A profitable growth strategy	24
1.3	Organization and internal control	37
1.4	Risk factors	46
2 Corporate governance	63
2.1	Implementation framework for corporate
	governance principles	64
2.2	Management structure	64
2.3	Composition, organization and operation
	of the Board of Directors	65
2.4	Group management bodies	94
2.5	Remuneration policy	95
3 Corporate Social Responsibility	123
3.1	Commitment and management	124
3.2	Non-financial performance statement	128
3.3	Vigilance Plan	131
3.4	Stakeholders	136
3.5	Objectives for 2023	139
3.6	Reporting process	140
3.7	People matter	142
3.8	Sustainable innovation	171
3.9	Circular revolution	182
3.10	Climate action	187
3.11	Report by the Independent-Third Party on
	the consolidated non-financial statement
	included in the Group management report	201
4 Commentary on the financial year	205
4.1	Highlights	206
4.2	Commentary on consolidated sales	211
4.3	Commentary on consolidated results	217
4.4	Commentary on SEB S.A.'s results	218
4.5	Outlook	221
4.6	Post-balance sheet events	221

5 Consolidated Financial Statements 225

5.1	Financial statements	226
5.2	Notes to the Consolidated Financial Statements	231
5.3	Statutory auditors' report on the
	consolidated financial statements	293
5.4	History of significant consolidated
	items and ratios	298
6 Company financial statements	301
6.1	Financial statements	302
6.2	Notes to the SEB S.A. financial statements	304
6.3	Five-year financial summary	317
6.4	Statutory auditors' report
	on the financial statements	318
7 Information concerning the company	323
and its share capital
7.1	Information concerning the company	324
7.2	Information on share capital	327
7.3	Financial authorizations	332
7.4	Employee shareholding	334
7.5	Stock market and dividend information	337
8 Annual General Meeting	339

8.1 Agenda for the Combined Annual General

Meeting of 20 May 2021

340

8.2 Draft resolutions and Board of Directors' report to the Combined Annual General

Meeting of 20 May 2021

341

8.3	Statutory auditors' report on regulated
	agreements	359
9 Additional information	363
9.1	Glossary	364

9.2 Declaration by the person responsible for the Universal Registration Document

containing the annual report	367
9.3 Statutory auditors and audit fees	368

9.4 Cross-reference table for the Annual Financial Report, Management Report

and Corporate Governance Report

369

9.5 Cross-reference table for the Universal

Registration Document

371

9.6 Cross-reference table, Grenelle II,

GRI and global compact

374

Information required for Annual financial report, pursuant to Article L. 451-1-2 of the Monetary and Financial Code are identified in the correspondence table in Chapter 9.4 page 369

GROUPE SEB - UNIVERSAL REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT 2020

Universal

Registration

Document

& Annual Financial Report 2020

€6,940 million

2020 SALES

The world leader in Small

DomesticbEquipment

-3.8%

ORGANIC SALES EVOLUTION

Groupe SEB pursues a multi-specialist strategy with top-ranking

positions in small electrical appliances and a strong global leadership in cookware. Its mission is making consumers' everyday lives easier and more enjoyable and contributing to better living all around the world.

€301 million

2020 NET RESULT

33 000

EMPLOYEES WORLDWIDE

Operating in nearly 150 countries, Groupe SEB has built strong positions across continents through a product offering, both global and local, addressing consumer expectations throughout the world.

This offering is enhanced by an exceptional brand portfolio.

The Group's success is rooted in its long-termvision, committed to achieving the right balance between growth and competitiveness

in order to create value for all its stakeholders.

On top of the Consumer business, Groupe SEB has developed over the past few years into the professional segment, and in particular the professional coffee market.

This Universal Registration Document has been filed on April 6, 2021 with the AMF, as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129.

GROUPE SEB - UNIVERSAL REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT 2020

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Message from

the Chairman andǾCEO

For all of us, 2020 will be remembered as the year of an unprecedented health

crisis with major economic impacts.

Unlike previous crises the Group has faced- which first impacted the economy-this one took us by surprise, since it attacked our health. As such, we were urgently forced to review our priorities.

Our activity in China meant that we were quickly affected by the pandemic, and our focus shifted to safeguarding the health of our employees. This required protective measures such as masks, social distancing and new hygiene protocol. It also resulted in confinement, with the closure of some manufacturing plants and organized teleworking. All measures depended on local pandemic-related circumstances and

developments. This constant adaptation would not have been possible without the unwavering commitment and agility of all our teams. I would like to sincerely thank them.

In the current difficult context, the Group delivered very satisfying results, which demonstrate the relevance of our business model.

2020 turnover ended at €6,940m, representing an organic decrease of 3.8% and 5.6% as reported. The resilience of annual sales stems from the Consumer business, which was underpinned by a positive trend in household consumption, particularly in products for the home. It was also driven by a sharp ramp-up in online sales as the initial lockdowns were instated, partly offsetting the substantial contraction in in-store sales.

4 GROUPE SEB - UNIVERSAL REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT 2020

Message from the Chairman and CEO

Professional revenue in 2020 was impacted by extremely low business activity in the hospitality and catering sectors. This situation led our customers to suspend, postpone or reduce their investments in equipment (coffee machines) and significantly limited maintenance interventions.

Though down 18.2% from 2019, the Operating Result from Activity (ORfA) of €605m was better than expected, thanks to stronger than anticipated sales in Q4 2020. Groupe SEB reported operating profi t of €503m in 2020, versus €621m in 2019.

This year more than ever has shown consumers' enthusiasm for home cooking as well as growth in e-commerce.

Faithful to its corporate mission, the Group brings consumers durable, high-quality and repairable products meeting all their needs, while at the same time developing its range of services and contents. Our strength also lies in our multi- channel distribution model, combining physical retail sales, e-commerce, and social media. This health crisis revealed two key trends: certain practices, such as home cooking, became more widespread, enabling us to demonstrate the relevance of our products and services, and customers increasingly turned to e-commerce, a trend we believe is here to stay.

The Group also stayed the long-term course, smoothly deploying its M&A strategy with the acquisition of Storebound, an expert in online community management.

Moreover, we resolutely pursued our innovation, investment and acquisition strategy by leveraging our SEB Alliance investment fund. This year, we welcomed new investment projects-Angell, Castalie and ChefClub-which will bolster the Group's portfolio of new products and services and make daily life easier for consumers. At Groupe SEB, we recognize the challenges that lie ahead. As such, this year, we stepped up our commitment to promoting sustainable innovation and consumption for everyone's well-being.

To all our employees: we could not have weathered this crisis without your strength, courage and commitment. I would like to thank each and every one of you again for the tremendous outpouring of solidarity and generosity, across the globe.

I would also like to extend my thanks to our stakeholders and shareholders who have placed their trust in us and took action by our side throughout the year.

With uncertainty still looming, our Consumer business remains sustained at the start of this year, and we anticipate our Professional business to gradually return to normal, potentially as of the second half of the year. In 2021, we expect to return to organic sales growth and higher Operating Result from Activity. We remain confident in our fundamentals, which will be key strengths as we navigate this period.

Thank you, all of you.

Thierry DE LA TOUR D'ARTAISE

Chairman Chief Executive Officer

GROUPE SEB - UNIVERSAL REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT 2020

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