Remy Cointreau : Universal Registration Document 2023-24

UNIVERSAL

REGISTRATION

DOCUMENT

and annual financial report

2023 2024

2024

INTEGRATED REPORT	2
Key figures	4
About the Group	6
Strategy and objectives	18
Key issues and risks	32
Company ownership	34
2023/2024

1	NFS		37
AFR

1.1 The Sustainable Exception: our corporate social

responsibility approach

38

1.2 Analysis of material impacts, risks and opportunities

	relating to ESG issues	46
1.3	Environmental commitments	60
1.4	Our social and societal commitments	89
1.5	Governance and business ethics	110
1.6	KPI history	112
1.7	Green taxonomy	114
1.8	Note on methodology	121
1.9	Cross-reference tables	124

1.10 Report by one of the Statutory Auditors, appointed

	as an independent third party, on the consolidated
	non-financial information statement	126
2	GROUP			133
RISKS	AFR
2.1	Internal control and risk management	134
2.2	Risk factors			138
2.3	Insurance			152
2.4	Ethics and compliance			153
3 GOVERNANCECORPORATE			157
AFR

3.1 Framework for implementing the principles

	of corporate governance	158
3.2	Composition of the Board of Directors	159
3.3	Senior management and Executive Committee	190

3.4 Additional information on the members of the Board

	of Directors and the Chief Executive Officer	191
3.5	Compensation and benefits	192

COMMENTS ON THE RESULTS
4 AND FINANCIAL POSITION		217
FOR THE FINANCIAL YEAR	AFR

4.1	Analysis of the business and consolidated income statement 218

4.2 Comments on the consolidated statement

	of financial position	223
4.3	Comments on change in consolidated cash flows	225
4.4	Parent company results	226
4.5	Events after the reporting period	228
4.6	Outlook	228

5	CONSOLIDATED FINANCIAL
STATEMENTS OF THE
	RÉMY COINTREAU GROUP	231
	AT 31 MARCH 2024	AFR
5.1	Consolidated income statement	232
5.2	Consolidated statement of comprehensive income	233
5.3	Consolidated statement of financial position	234
5.4	Change in consolidated shareholders' equity	235
5.5	Consolidated statement of cash flows	236
5.6	Notes to the consolidated financial statements	237

5.7 Statutory Auditors' report on the consolidated

	financial statements	279
	COMPANY FINANCIAL
6 STATEMENTS	285
	AT 31 MARCH 2024	AFR
6.1	Comparative statements of financial position	286
6.2	Comparative income statements	287
6.3	Change in shareholders' equity	288
6.4	Statement of cash flows	289
6.5	Notes to the company financial statements	290

6.6 Statutory Auditors' report on the company

	financial statements	301
6.7	Financial results of the past five years	305

7	SHARE CAPITAL
AND SHAREHOLDING	307
	STRUCTURE	AFR
7.1	General information about the share capital	308
7.2	Company ownership and stock market information	312

7.3 Items liable to have an impact in the event

of a public takeover offer

319

COMBINED SHAREHOLDERS'
8 MEETING OF 18 JULY 2024	321
8.1 Explanatory statement and draft resolutions	322

8.2 Statutory Auditors' special report on related-party

agreements	349
8.3 Statutory Auditors' report on the share capital reduction	352

8.4 Statutory Auditors' report on the issue of ordinary shares and/or securities with or without pre-emptive

subscription rights

353

8.5 Statutory Auditors' report on the issue of ordinary shares and/or securities reserved for members

of a Company savings plan

355

8.6 Statutory Auditors' report on the authorisation

	to grant free existing or newly issued shares	356
9 INFORMATIONADDITIONAL	359
9.1	General information about the Company	360
9.2	Articles of Association	361
9.3	Information incorporated by reference	362
9.4	Statement by the person responsible
	for the Universal Registration Document	AFR		363
9.5	Persons responsible for auditing the financial statements	363
9.6	Cross-reference tables	364

The elements of the annual financial report are identified by the AFRsymbol.

UNIVERSAL REGISTRATION

DOCUMENT 2023/2024

The Rémy Cointreau Group is one of the major operators in the global Wine & Spirits market with a portfolio of exceptional brands, which include RémyMartin and Louis XIII cognacs and Cointreau liqueur. The brands are mostly distributed by a network of subsidiaries established in t h e Group's various strategic markets. Rémy Cointreau is listed on Euronext Paris. The free float represents approximately 41%. The Rémy Cointreau Group is controlled by the majority shareholder, the Andromède family holding company.

This Universal RegistrationDocument was filed on 26 June 2024 with the French Financial Market Authority (AMF) in its capacity as a competent authority under Regulation (EU) No. 2017/1129, without prior approval, in accordance with Article 9 of said regulation. The Universal Registration Document may be used for the purposes of a public offer of marketable securities or the admission of marketable securities to trading on a regulated market, if it also includes a note on the marketable securities and, as appropriate, a summary and all the amendments made to the Universal Registration Document. All of this was approved by the AMF in accordance with Regulation (EU) No. 2017/1129.

This Universal Registration Document, including the Annual Financial Report, is a reproduction in pdf format of the official version which has been prepared in ESEF (European Single Electronic Format) format and is available on the company's website www.remy-cointreau.com.

This document is a free translation of the original 2023/2024 Universal Registration Document issued in French language and is provided solely for information purposes. In case of discrepancy between the French and English versions, the French language version of the Universal Registration Document (available on the website of Rémy Cointreau) shall prevail.

RÉMY COINTREAU	01
UNIVERSAL REGISTRATION DOCUMENT 2023/2024

JOINT INTERVIEW

Marie-Amélie de Leusse - Chairwoman Éric Vallat - Chief Executive Officer

What will you remember about 2023?

Marie-Amélie de Leusse: It was an eventful year, and sometimes a turbulent one. This wasn't a first in Rémy Cointreau's long history, and we are well equipped for uncertain times like these. Our corporate culture, our strategic vision and the passion of our teams, which I would like to acknowledge here, are our greatest assets to continue and strengthen our growth.

Éric Vallat: After three years of very sustained growth, we encountered some unexpected difficulties in our various markets. In China, we were expecting a post-Covid recovery, which didn't materialise. In the United States, we were impacted by a sharp normalization of consumption, inflation and the boom in Ready-to-Drink beverages. The rise in interest rates, and hence the cost of money, has also led our distributors to continue to reduce inventory. Only Europe

has shown some resilience. In this particularly complex environment, we reacted very quickly, adapting our cost structure and asking our teams around the world to make major efforts. I would like to thank them for their responsiveness and sense of initiative.

Haven't these difficulties affected the Group's strategy?

Éric Vallat: We are convinced that our value strategy remains the right one, even if inflation dented our customers' purchasing power in 2023. It is consistent with the underlying trend to drink less but better, and with our well-balanced portfolio of top-of-the-range and exceptional brands. We thus continued to invest in our brands in 2023, which have become much more visible and well- known in recent years. As we know, today's desirability determines tomorrow's sales.

"Our employees are very proud to perpetuate a magnificent heritage.

I have every confidence in their capacity for innovation and constant renewal, to carry our values of excellence ever further."

- Marie-Amélie de Leusse -

An exceptional brand is based on three essential pillars: quality (the rational); desirability (the emotional); and finally, the customer experience. This is a real challenge in a business with lots of middlemen, where we don't sell directly to the end customer.

02	RÉMY COINTREAU
UNIVERSAL REGISTRATION DOCUMENT 2023/2024

JOINT INTERVIEW

"Our corporate culture, our strategic vision and the enthusiasm of our teams are our greatest assets."

On the other hand, e-commerce offers us a new opportunity to engage in direct dialogue with our customers. In China, it now accounts for 25% of our turnover. In addition, with LOUIS XIII, we have developed unique Retail expertise.

How do you reconcile agility with long-term thinking?

Marie-Amélie de Leusse: By drawing on the strength of our roots! This year we're celebrating the tercentenary of the House of Rémy Martin, a long-preparedevent. This is a very important moment for us, embodied in the reopening of the historic House in Cognac and the creation of a new visitors' tour. Throughout 2024, this celebration will be an essential time for sharing, with our teams, our customers and our partner winegrowers.

Has progress been made with the Group's CSR roadmap this year?

Éric Vallat: Environmental concerns are at the heart of our DNA. Taking care of our land, as we have done for 300 years, means ensuring that it is passed on to future generations in good health. We have thus continued with the roll-out of our

transformation plan, Sustainable exception, and our efforts have been recognised. Rémy Cointreau was rated "A"

"In this particularly complex environment, we reacted very quickly, adapting our cost structure and asking our teams around the world to make major efforts. I would like to thank them for their responsiveness and sense of initiative."

- Éric Vallat -

in the Climate and Water categories and "Leader" in the Suppliers category at the 2024 CDP Europe Awards. Westland received B Corp certification this year and it was renewed for PHD Malts. Telmont happily places environmental protection at the heart of everything it does. The expertise of Domaine des Hautes Glaces, a pioneer in sustainability and eco-design, had enabled us to take a fresh look at our practices. Lastly, we are continuing with the conversion of our estates to agroecology. At Rémy Martin, we are also on track with our road map, with almost half of our partner winegrowers certified.

What are your priorities now?

Marie-Amélie de Leusse: I would like to pay particular attention, with the senior management team, to keep our teams motivated around our strategic plan, which takes us into the future. Our employees are very proud to perpetuate a magnificent heritage. I have every confidence in their capacity for innovation and constant renewal, to carry our values of excellence ever further.

Éric Vallat: We've been through a challenging year that has forced us to make some difficult decisions. But these decisions will enable us to maintain our value strategy in a macroeconomic environment that remains unfavourable. We will continue to innovate and implement targeted actions aimed at customers, whose buying patterns we know increasingly well. And when the economic recovery comes, we'll be ready and well positioned. Recent events have also confirmed our belief that we need to win over new regions to prepare for the future: Southern Europe, India, Africa and South America. This geographical expansion will take time, but will contribute to a more balanced and sustainable growth.

RÉMY COINTREAU	03
UNIVERSAL REGISTRATION DOCUMENT 2023/2024

KEY FIGURES

FINANCIAL DATA

Data for the period from 1 April 2023 to 31 March 2024

Sales (€m)

Sales by division (%)

1,548.5

1,312.9

1,194.1Cognac

65%

2022 2023 2024

Liqueurs

& Spirits

33%

Partner Brands

2%

Sales by geographic area (%)

Americas	Asia-Pacific
38%	40%

Europe

Middle/East

Africa

22%

Current operating		Current operating margin (%)	Net profit - Group share (€m)	Net profit excluding
profit (€m)						non-recurring items (€m)
429.6			27.7		293.8	296.6
		25.5	25.5
334.4				228.1
304.4				212.5
				194.8
					184.8

2022 2023 20242022 2023 20242022 2023 20242022 2023 2024

Net financial debt (€m)Capital expenditure - cash out (€m) Ratio of net debt/EBITDA

649.7	81.9	1.68
536.6	64.2	70.4

353.3

0.79 0.84

2022

2023

2024

2022

2023

2024

2022

2023

2024

04	RÉMY COINTREAU
UNIVERSAL REGISTRATION DOCUMENT 2023/2024

KEY FIGURES

...AND NON-FINANCIAL DATA

Data for the period from 1 April 2023 to 31 March 2024

Percentage of agricultural land for which responsible and sustainable agricultural certification has been initiated (%)

78 82 79

2022 2023 2024

Carbon footprint

(in tCO2eq )

197,287

175,540 167,459

2021* 2023* 2024

Basis of reference

• Change in the carbon footprint calculation methodology described in section 1.3.2.

Ratings and awards in 2023

2023

CLIMATE

-5%

REDUCTION IN OUR SBTI FOOTPRINT COMPARED WITH 2020/2021 (baseline)

-19%

REDUCTION IN WATER

WITHDRAWN

79%

OF BOTTLES SOLD WITH

NO SECONDARY PACKAGING

87%

OF STRATEGIC SUPPLIERS WITH A PROACTIVE CSR APPROACH

RÉMY COINTREAU	05
UNIVERSAL REGISTRATION DOCUMENT 2023/2024

1.2 ABOUT THE GROUP

ABOUT THE GROUP

KEY MILESTONES IN OUR HISTORY

The Charentaise origins of the Rémy Cointreau Group date back to 1724. The Group was formed from the 1990 merger of the holding companies belonging to the Hériard Dubreuil and Cointreau families, which controlled E. Rémy Martin & C° SA and Cointreau & Cie SA, respectively. It is also the result of successive alliances between companies operating in the same wines & spirits business segment.

KEY DATES AND EVENTS

1985

1849

Cointreau & Cie is founded

by the

Cointreau brothers

1703
Mount Gay	1888
Rum is	The Metaxa
founded	brand is
in Barbados	founded

Rémy Martin acquires the Charles Heidsieck Champagne house

1965

André Hériard Dubreuil takes over from his father-in-law André Renaud

1989

Rémy Martin acquires Mount Gay Rum

1724		1881		1966
The Rémy	The Bruichladdich
	1988
Rémy Martin's
Martin cognac	Distillery
Rémy Martin acquires
house is	is built on Islay	international
established			distribution	the
				network is	Piper-Heidsieck
				established	Champagne house

1991

The Group adopts the corporate name of Rémy Cointreau

1924

André Renaud acquires E. Rémy Martin & Co SA

	1986		1990		1999
The Passoã	Pavis SA	The Maxxium
brand is	transfers its shares	distribution joint
created	in Rémy Martin to	venture is
			Cointreau & Cie SA	established with
					three partners,
					Rémy Cointreau,
					The Edrington
1980
				Group and Jim
Rémy Martin forms			Beam Brands
the Sino-French			Worldwide
Dynasty Winery			(Fortune Brands)
joint venture
with the city of Tianjin
(China)

06	RÉMY COINTREAU
UNIVERSAL REGISTRATION DOCUMENT 2023/2024

ABOUT THE GROUP

		2012
2008		1 3 September: Bruichladdich
A proprietary	Distillery is acquired, producing
single malt whiskies
distribution
on the isle of Islay in Scotland
structure
1 18 December: the Larsen
is put in place
		cognac company is acquired

2020

1 30 April: Rémy Cointreau acquires the J.R. Brillet cognac house

1 16 October: Rémy Cointreau acquires the Telmont Champagne

house

2000

Bols Royal

Distilleries is acquired, incorporating brands such as Bols and Metaxa

2001

Vin & Sprit joins the Maxxium network as its 4th partner

2009

1 30 March: Rémy Cointreau exits the Maxxium distribution joint venture

1 1 April: Rémy Cointreau now controls 80% of its distribution

2013

30 August: Larsen is sold to Finnish group Altia

2016

1 December: a joint venture is set up for the Passoã activities

2019

1 April: Rémy Cointreau sells its distribution subsidiaries in the Czech Republic and Slovakia

2011		2015
8 July: Rémy	27 October:
Cointreau	Izarra
sells its Champagne	is sold to
division	Spirited
to EPI	Brands

2006

1 The Dutch and Italian

Liqueurs & Spirits operations are sold

1 Rémy Cointreau decides to resume full control over its distribution by March 2009

2005

1 Dynasty Fine Wines

Group is listed

on the Hong Kong

Stock Exchange

1 Bols' Polish operations are sold to CEDC

2017

1 5 January: the Domaine des Hautes Glaces distillery is acquired, producing single malt whiskies in the French Alps

1 6 January: the Westland distillery is acquired, producing single malt whiskies in the state of Washington, USA

RÉMY COINTREAU	07
UNIVERSAL REGISTRATION DOCUMENT 2023/2024

ABOUT THE GROUP

GOVERNANCE THAT ENSURES CONTINUITY AND TRANSMISSION

THE BOARD OF DIRECTORS

The Rémy Cointreau Group is administered by a Board of Directors which, since September 2004, has a governance structure that separates the roles of Chairman of the Board of Directors and Chief Executive Officer. Competence and experience in finance, the luxury goods sector and the management of large international companies are the selection criteria for Board members.

The presence of several members who are permanent residents in various other countries also lends a welcome international and cultural dimension to the Board of Directors' work, either because they have performed a role outside of France during their career, or because they hold or have held one or more appointments in non-French companies.

12

Board members

3

non-voting Board

members

7

COMPOSITION OF THE BOARD OF DIRECTORS AT 31 MARCH 2024

The composition of the Board aims to strike a balance between experience, expertise, independence and ethics, while respecting a balanced representation of women and men.

Jérôme Bosc

Caroline Bois

Sonia Bonnet-

Hélène

Olivier

François Hériard

Alain

Marc

(Non-voting

Hériard Dubreuil

Bernard

Dubrule

Jolivet

Dubreuil

Li

Verspyck

board member)

(Vice-Chair)

(Non-voting

board member)

Marc Hériard	Élie		Marie-Amélie		Laure	Dominique Hériard
Dubreuil	Hériard	Guylaine	de Leusse	Bruno	Hériard	Dubreuil
(Orpar)	Dubreuil	Saucier	(Chairwoman)	Pavlovsky	Dubreuil	(Non-voting board member)

independent Board members (excluding non-voting Board members)

58%

independent

Board members

(excluding non-voting

Board members)

57 years

average age

of Board members

50%

women

(excluding non-voting

Board members)

COMPOSITION OF THE BOARD OF DIRECTORS' COMMITTEES AT 31 MARCH 2024

7

average length

AUDIT-FINANCE

COMMITTEE

4 members Independent members make up 75%

Guylaine Saucier sb

Caroline Bois

Sonia Bonnet-Bernards

Marc Verspyck s

s Independent Board member b Chairperson

NOMINATION- REMUNERATION COMMITTEE

4 members Independent members make up 50%

Bruno Pavlovsky sb

Caroline Bois

Olivier Jolivet s

Elie Hériard Dubreuil

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

4 members

Independent members make up 50%

Élie Hériard Dubreuil b Olivier Jolivet s Hélène Dubrule s Dominique Hériard Dubreuil

of service

on the Board of Directors

3

nationalities represented

08	RÉMY COINTREAU
UNIVERSAL REGISTRATION DOCUMENT 2023/2024