Schreuders, the CEO, to begin today's conference. Thank you. Thank you very much. Good morning, everyone. My name is Bas S chreuders, currently interim CEO of B&S. With me here today is Mark Faasse, our CFO. Together, we will talk you through our full year 2022 results that we published this morning, as you all know, with the delay due to the review into our governance policies and practices, of which we have published the outcome at the end of March. With regards to the external audit, we are happy to share with you that we have received an unqualified audit opinion from Deloitte. First, let me go through the highlights of this year. We will discuss the figures in more detail and provide the outlook for 2023. Before we give you the opportunity to ask questions, we will also update you on our governance. Before we dive into the progress on strategy, I would like to spend a moment on the reasons for the delay of our publication. As you are well aware, we have been scrutinized in the media, among other things, about the financial relation between our then CEO and our majority shareholder. We decided to initiate a careful review of our control framework and governance practices, which neared completion end of February. At that moment, CEO Tako de Haan and Vice Chairman of the Supervisory Board, Willem Blijdorp, decided to resign from the respective positions with immediate effect, such in the best interest of the company. At the end of March, we published the outcomes of this review. Although several matters identified could be considered unfortunate and even inappropriate, for instance, related party transactions that should have been disclosed in prior years or should have been avoided altogether, we were glad to find that these transactions have not financially disadvantaged the company and had no impact on our financial results or financial position. This also leads to the unqualified audit opinion that I mentioned just earlier. In our press release, as well as on page 87 of our annual report, which will be published tomorrow, we provided details of the related party transactions that were assessed. In the review, we also looked at transactions between the company and related parties, such as rental agreements and at the fact that several employees also provided services to related parties. We have not only disclosed what needed to be disclosed, but also significantly sharpened our procedures and approvals to avoid any of such issues going forward. We believe that with this, we can now establish an updated and robust governance framework, which is fully in line with the Dutch Corporate Governance Code and the practices of a listed company. Despite the turbulent times we have experienced inside B&S as well as in the world around us, we have made a significant progress on our strategies in the year as we continue to diligently execute on our strategic agenda, and I would like to take you through that. To recap, our aim is to drive growth through digital innovation, accelerated by expanding our global network with growth markets, developing our product portfolio driven by consumer demand, and marketing premium consumer good brands to maximize conversion. We continued our efforts to further digitalize the business and strengthen our technology backbone. We expanded our reach into new geographies and territories, including new digital areas, and expanded our network and partnerships. We reinforced our proposition in the U.S. with the beauty segment, opening a new warehouse in Atlanta and adding physical flagship stores to our online presence to manifest our omni-channel approach. Further geographic expansion was accomplished in the beauty segment in the Middle East, Australia, and Asia. Adding to this, our retail segment expanded and added presence in Venice, Qatar, Brussels, Palma de Mallorca, and Barcelona to its airport shop portfolio. We also continued our acquisitive growth and acquired 77.0% of the Europe Beauty Group. This group services consumers via closed online platforms, members only, B2B web shops, and physical direct-to-consumer channels. We remain focused on delivering our strategy in each of our six segments. All in all, amidst challenging market circumstances, this resulted in a turnover growth of 14.9%. Finally, before I move into the financial highlights of 2022, let me draw your attention to the Sustainability Strategy 2030 we published in August last year and called Reach with Impact. This strategy is a result of an organization-wide effort to integrate sustainability into our business strategy and marks an important milestone in building a future-proof business. We believe we are making great progress in this area. Let's discuss how these developments translate into numbers. Overall turnover amounted to EUR 2,148 million, a 14.9% increase compared to full year 2021. Europe Beauty Group, the French company in the beauty segment we acquired per May 2020, contributed EUR 21 million turnover. I will give some more detail on the segments in the next slides. Normalized EBITDA came in at EUR 106.7 million, compared to EUR 116.4 million a year earlier. We have normalized EUR 15.1 million due to two provisions we have taken over the year. Looking at the performance per segment. B&S Liquors sales increased by 20.1%, while gross profit increase was limited to 9%. Staff costs increased, mainly due to the higher number of employees, resulting in a decrease of EBITDA and EBITDA margin. The European liquor wholesale business saw positive effects of the lifted COVID-19 measures. We launched our B2C webshop, which was rolled out across several European countries in the second half of the year. The consumer inflation decreased margins in the second half. International liquor distribution was still impacted by the pandemic, with industry-wide scarcity that continued during the year. This specifically impacted the fourth quarter, which is traditionally the strongest given the holiday season. The zero-COVID policy in Asia disrupted our sales in the region, based on which we had to sell goods elsewhere at lower prices. Furthermore, in addition to the high inflation and the fear for global recession, there was also hit in local currencies in Asia. B&S Beauty turnover increased by 8%, mainly due to the acquisition of the Europe Beauty Group. We witnessed a slight decrease in margins due to the consumer inflation. In combination with increased staff costs, this led to a significant decline in EBITDA. The increased staff cost is merely an investment in the workforce to equip the online B2C business for future growth. The B2B and B2R sales continue to be impacted by product scarcity and also reduced spending levels. Online B2C continued turnover growth, driven by international geographical expansion. The exchange rates had a positive effect on the sales level in B2C. Margin growth was held back by higher marketing costs and inflation. B&S Personal Care sales increased by 9.1%, with gross profit increased by 9%. This performance was driven by increased sales to key clients. Further sales growth was held back by high purchase prices of the private label assortment due to raw material scarcity and increased transport costs. EBITDA was under pressure due to the higher personnel cost, but grew nonetheless. B&S Food increased its sales by 14.8% with a decline in gross profit. The increase was mainly driven by the post-COVID recovery in the maritime market, which was offset by the decline in the remote business. Our brand distribution services performed well, with duty-free and domestic distribution both contributing to the turnover growth. Despite turnover growth, gross profit decreased both in absolute terms as well as in percentage of turnover as a result of the aforementioned provisions, totaling EUR 15.8 million. Mark Faasse will further elaborate on this in his presentation. Excluding these provisions, gross profit increased as a result of the focus on higher yet sustainable margin business, further amplified by the digitized King of Reach B2B platform approached. Normalized EBITDA stood at EUR 13.5 million or 4%. B&S Health sales increased by 1.9% with a margin increase of 7.2%. This was driven by the recovery of the travel-related vaccine business. EBITDA margin significantly decreased as a result of increased transportation costs in the export business, which could only be partly passed on to customers. B&S Retail more than doubled turnover and almost doubled gross profit as travel restrictions over 2022 were lifted. This led to a sharp increase in passenger numbers and travel movements and an increased spend per passenger. EBITDA again turned positive this year at EUR 2.8 million, the fixed costs remained largely in line with last year. This brings us to the financial review. Mark, I would now like to hand over to you. Thank you, Bas, good morning to you all. I will now talk you through our financial developments in more detail. Our overall turnover increased by 14.9%, as earlier indicated, of which 13.7% was organic growth. At constant currency, turnover increased 10.1% or 9% when looking at the organic growth. Gross profit came in just below EUR 304 million compared to EUR 287 million for the full year 2021. As Bas already explained, and as we announced in February, we had to take provisions totaling EUR 15.8 million. These provisions relate to two isolated cases. The first and largest of EUR 12.6 million was already partly included in our half year 2022 results. This provision stems from a business partnership we entered into, but which did not materialize as expected. As such, we had to wind down the partnership. It's important to highlight that this was not a supplier-client relation, and therefore, this provision has no reflection on the quality of our regular client portfolio. The other provision concerns an outstanding trade receivable for which payment has been pending for over a year. The duration is a result of the ongoing complex settlement process of a remote food contract of our clients. Considering the duration of the outstanding, we have provisioned for the full amount. These provisions are one-off, non-recurring items, and as such, we have therefore decided to normalize these in our results to give you a better view of our underlying performance. Our normalized gross profit comes in at EUR 319.8 million, or as a percentage of turnover, this was a decrease to 14.9%, a decrease from 15.4% last year. This was mainly due to the consumer inflation impact. Operating expenses increased from EUR 171 million in 2021, to EUR 213.1 million this year, of which EUR 4.4 million is attributable to the consolidation of the acquired Europe Beauty Group mentioned before. The remaining cost increase mainly stems from increased personnel costs as a combined result of the tight labor market and the investments in our workforce. Furthermore, increased operating expenses, mainly due to increased marketing, advisory, and IT costs. IT costs relate to the further development of the technology backbone of the group. This led to a reported EBITDA margin of 4.2%, down from 6.2% last year. When normalized for the one-offs, EBITDA margin stood at 5%. Depreciation and amortization were largely in line with last year. As you might recall, last year, we had to take an impairment loss in the food segment amounting to EUR 10.2 million. For 2022, the goodwill impairment test did not result in any impairment losses. All in all, this led to a net profit of EUR 36.1 million, of which EUR 26.1 million is attributable to the owners of the company. Normalized for the one-offs, net profit would stand at EUR 49.4 million compared to EUR 54.6 million over the full year 2021. Net profit down approximately 10%. Let me show you the elements that together led to the turnover increase for 2022. Turnover outperformed 2021 levels driven by the release of the COVID-19 restrictions during 2022. Organically, turnover increased by 9%. Acquired turnover contributed 1.1% stemming from the Europe Beauty Group acquisition in the B&S Beauty segment. The Euro-US dollar exchange rate had a positive impact of EUR 89.6 million, or as a percentage, contribution of 4.8%. Zooming into the developments in the fourth quarter, you will note that the organic turnover was relatively flat during the fourth quarter 2022, as previously indicated. Acquired turnover contributed 2% stemming from the Europe Beauty Group in France. The Euro-U.S. dollar exchange rate had a positive impact of EUR 26.1 million. All in all, this resulted in reported turnover growth of 6.6% for the fourth quarter 2022. That brings me to our financial position. Solvency stood at a solid 32.8%. Our net debt has increased to EUR 334.9 million as at the end of 2022, mainly the result of our investment activities. net debt/EBITDA ratio stood at 3.7, or when calculated in line with the definition for our banking covenants, a 3.5, which is well within our banking covenant of 4.0. Inventory rotation slightly improved from 88 days in 2021 to 83 days in 2022. For the Return on Invested Working Capital, we believe it makes sense to look at our normalized return, which stands at 23.4% compared to 24.8% over 2021. For the increase in our net debt position, please let me elaborate on the bridge showing the movement from the year-end 2021 to year-end 2022. As you can note, net cash from operations amounted to EUR 98.8 million. Investing activities related to the payment for the acquisition of the minority shares in JTG within the beauty segment, which we acquired in 2021, but with a deferred payment early 2022. Furthermore, we made investments amongst others in new shops for the retail segment, and we opened a new warehouse in Atlanta within the beauty segment. All in all, net debt increased by EUR 37.2 million. Briefly turning back at the working capital development. Inventory increased to EUR 417 million, with inventory days as indicated, slightly decreasing from 88 days in 2021 to 83 days in 2022. Trade receivables decreased from EUR 195 million to EUR 176 million, or from EUR 195 million to EUR 192 million, not taking into account the EUR 15.8 million provisions. Altogether, working capital decreased to EUR 456 million. We will continue our strict measures related to working capital. These measures are concentrated on aligning net debt and EBITDA so that we can keep operating within our confidence. Now for the outlook, I would like to hand over back to you, Bas. Many thanks, Mark. For 2023, we do not see major changes in the macroeconomic environment. We continue to see uncertainties related to inflation, and we expect the consumer buying behavior to remain a factor impacting turnover and margin levels in 2023. It should be noted that the 2022 reported matters relating to the governance of the company will, in line with the 2022 results and financial positions, not have any material impact on the 2023 results, nor on the financial position of the company in 2023. For 2023, B&S projects continued top line growth, yet less steep as in 2022, and a slight improvement in gross margin when compared to 2022. This will be driven by focusing on higher margin business rather than volume sales. Provided market circumstances will not substantially worsen, organic turnover growth projections of 7.5% are expected to be feasible. However, giving the rising interest rates and economic uncertainty, we do not expect to meet a medium-term objective of 7.5% acquisitive turnover growth. We assume the increase of staff costs to continue and expect to maintain the other operating expenses under control as a result of strict cost control management. Before we give you the opportunity to ask questions, let me say a few words on our governance. I started with some remarks on the outcomes of our governance review. The relevant transactions, being the transactions that should have been disclosed in the first place, have all been included in the annual report, which will be published tomorrow. Although these events are evidently unpleasant for the company, we are confident we are making the right changes in the process to move forward as a listed company. In the upcoming AGM, the confirmations of the appointments of Derk Doijer and Bert Tjeenk Willink and the appointment of Kim Smit to our supervisory board are on the agenda. Please be aware that although we attach great importance to the Dutch Corporate Governance Code, there is no legal obligation under Luxembourg law to adhere to the 30% female quorum, and these appointments are therefore legally valid. Having said that, we strive to comply with the quorum and still have one vacancy in our supervisory board, which we aim to fill as soon as possible. Upon these appointments, after admittedly a very turbulent year, our supervisory board will be complete and well-balanced. I'm pleased that we could announce today that our Supervisory Board nominates Peter van Mierlo to be appointed as our new CEO. Upon his appointment at the AGM on May 22nd, I will step back into my former role as one of the members of the Executive Board. Following the AGM, the Executive Board of B&S will consist of Peter van Mierlo as CEO, Mark Faasse as CFO, Niels Groen, and myself. That ends this presentation. I would like to open the call for your questions and hand over to the operator. Thank you. If you would like to ask a question, please signal by pressing star one on your telephone keypad. We will take the first question from Robert-Jan Vos from ABN AMRO. The line is open now. Please go ahead. Yes. Hi, good morning, all. I have a few questions. First, I think it's for Mark. Can you elaborate a little bit on the financial expenses? As you mentioned in the press release, increased lending rates, your net debt increased only limitedly, it's 16% or so, the average net debt, the financial expenses increased by a lot more than that. Is there anything else in there? What should we expect from financial expenses going forward? That is my first question. Okay. Looking at the financial expenses of 2022, of course, there's the first increase in the lending rates included. Secondly, what also is included in that line item are costs for our contracts of those underlying financial contracts. That's basically what's in the financial expenses, 2022. What's expected for 2023, of course, like the rest of the market, we are being confronted with the increased interest rates, both on the within the Euro environment as well as in the dollar environment. What we do, of course, like I think every company does, is make our projections, and to make sure that we keep operating well within our confidence. We take care of our lending capacity as well as the projected financing cost along with it. Okay, it's fair to assume that they will increase quite a bit further in 2023, or is that too strong? Maybe not too strong, but looking at the interest rates, which of course you are perfectly aware, I would assume that those will increase, yes. All right. Thank you. My second question. You provide guidance on top line and also on gross profit margin, but there's no mentioning of EBITDA. In the remarks you talk a little bit about costs, particularly personnel costs, but you also talk about marketing, advisory, and IT costs. I know we will get additional color tomorrow, but can you give an idea by how much marketing, IT, and advisory costs increased in 2022? Related to that, personnel costs increased by 25% roughly in 2022. You mentioned also, of course there's an acquisition and you mentioned increased number of FTEs in one of the divisions. You said that specifically. Can you split this between the increase in FTEs and higher wages? And, and what's your view on personnel costs for 2023? Okay. As included. First let me start with the last part. The expectations or at least the fact that we mention it in the outlook is based on the fact that, of course, it's a subject for our company as well. As we have seen in 2022, we expect to continue the labor market to remain tight in 2023 as well, yet keep investing in our workforce where needed. All in all, looking at the staff cost increase, it's a combined factor of both increase in FTE as well as the cost for staff. Without going into too much detail, I would say it's fair to state that it's a comparable increase in both the number of FTE and looking at some of our segments which we keep investing in our workforce because we also keep expanding the operations. Like for example, in the beauty segment where we opened a new warehouse operating in Atlanta. As you can imagine, such an operation also includes or needs additional staff. Sure. As well as the shops in the retail segment. Fair point, Bas. Does this answer your question, Robert- Jan? Yeah, partly. I was wondering whether you could provide some kind of guidance on the like for like increase because of wage increases. Without the FTE increase, that's something we have to estimate, of course. Maybe some kind of indication on the like for like. Yeah. I would say given the current market circumstances, I think you will realize it. That's why also we did not provide any further outlook on this subject because it's very hard to predict. Okay, thank you. Then maybe a final one before I stop. If you are reconciling the Group EBITDA with the divisional EBITDA, you see that the holding and elimination line increased quite a bit. It almost tripled from EUR 3 million in 2021 to EUR 8.6 million in 2022. Anything specific that explains this and what to assume for this going forward? I would say going forward, to start with that will indeed, as we had in the past, as you well noted, this expectedly also always remain an item which we include in our financials. Roughly estimating, I would expect that somewhere along the line in between those factors, looking at the 2021 as well as the 2022 impact as you see, the costs remaining at the holding and eliminations column, so to speak, that will be roughly in line. It will be an average of those two years. There's no specific or extremely specific reasoning for the item or the amount of 2022. All right. That's it from my end. Thank you. Thank you. We will take the next question from the line, Tijs Hollestelle from ING. The line is open now. Please go ahead. Thanks, Caroline. Good morning, gentlemen. My first question is also about the OpEx. Robert Jan was already asking about it, but you can clearly see with your financial disclosure that the OpEx levels for virtually all the divisions were higher in the second half compared to the first half. It's understandable given the inflationary environment. It's not a surprise, for me at least. You also mentioned in the press release cost alignment measures. Calculating the OpEx levels going forward, is it fair to assume, let's say, an increase in the first half of this year compared to the second half for all divisions and then further increase from the first half of this year into the second half? Are there any, let's say, cost alignment measures you've taken in any of the divisions that would offset that so that the EBITDA margin calculation is purely driven then by the growth margin, so the dynamics behind the P&L? If you could comment on that, it would be very helpful. I think you made a very long statement, Tijs. I would say I would align with the first part of your statement. Yes, we do expect the OpEx levels to increase in the first half as compared to the same period last year. Yet also the increased cost as we have been confronted with as per the third and the fourth quarter, especially, of course, also triggered for us and these cost alignment measures that we focus on strict cost control in order to remain those OpEx levels not to further increase and jeopardize EBITDA margin too much. Okay. Yeah, that gives me indeed a feel for it. The second question is, I appreciate the details you gave about the trade receivables, the remote food contract, in the kind of one-off impact. Mm-hmm. Are there any, let's say, other overdue receivables moving through time? Meaning that, is there any bulk of receivables which you have not paid for, which could be an overdue receivable at the end of, for instance, this year? No, not notable. If it would be the case, then we would have needed to be providing for those as well. That was really exceptional because normally B&S get paid quite immediately. Definitely. Yeah, or we remain titled to title documents. Yes, these are truly exceptional items. As indicated, they, these do not provide any or how to say it, not compare for our full client portfolio. This does not impact the quality of our client portfolio as such.1818 Okay. Yeah, that's clear. On the, on the cash flow and the bank covenants, you already mentioned that the stated leverage ratio is a little bit different from the definition the banks are using. Could you share the adjustments you're allowed to make on both the EBITDA and the net debt position? Yeah. Net debt position is the same. It's mostly on the exceptional items. Looking at the exceptional items we have been confronted with this year, as we have also indicated in this press release, is we can also partly incorporate in the calculation of our covenant. Yet still, if we look at the reported figures as standing at 3.7 is also still well within our covenant. Taking into account that we had to take those exceptional one-off hits, totaling just below EUR 16 million and still were within our covenant. Yeah. There's no correction for the minority stake impact on the reported EBITDA? No. There's also no restricted cash or cash locked in projects or so? Sorry, your line dropped just a little bit. You said? Yeah. There's also another correction for any restricted cash in the gross cash on the balance sheet or cash that is locked in projects or joint ventures or whatsoever. It's all clean on the, on that side of the balance sheet? Yes. Okay. That's helpful. Also a question on the cash flow impact from the trade working capital. It was EUR 23 million in total in 2023 and about EUR 10 million or EUR 11 million from other short-term items. That helped, I think, also the balance sheet. How much management action was behind this? How much effort did you put in getting as much cash in the company at the end of the year? Now, look, as a company like ourselves, I think working capital, as you are perfectly aware, is a focus point, always. As I think with comparable companies, keeping the inventory turnaround levels at the healthy levels is a day-to-day operation. Yes, management effort has been put in, but not more or less as compared to other periods, I would say. It's a regular part of our business. Yeah. It's a natural number we're looking at. It's not that we see a reverse immediately on the first of January in some of the trade working capital positions. No, I would say that will be limited, yes. Okay. Okay, yeah, I'd like to continue on the cash flow. Also, the cash taxes were somewhat higher than the taxes that showed up in the profit and loss. Are there a lot of deferred tax payments? Is there more to come? No, this is basically looks on, as you indeed duly noted. No, not a, how do you say it? A waterfall of all tax or deferred tax payments expected to be for you to come in. Okay. Now one final on this, on the, on the 2023 cash flow movements, as far as you can see it today, what can we expect? There's a EUR 10 million dividend payment in July. What are the expected CapEx levels roughly? Yeah, if you could, any, let's say, comment on the potential natural move in the trade working capital line item for this year, that would be very helpful for us. Yeah, I can imagine. At this stage, Tijs, as you might be aware also with the new CEO coming in with the, with the investment, planning is, is roughly stated, in the final. At this stage, we don't give any further details on this outlook, unfortunately. We will expect to give you some more color on those items, as per half year, 2023. Yeah. Okay. It's already positive. You don't see any big cash outflows for this year. You can already predict or see it coming. That is already positive. Everything what we see coming, Thais, that we take into account naturally. Okay. Yeah. Okay. Thank you for now. Thanks. No worries. Thank you. We will take the next question from line, Patrick Roquas from Kepler Cheuvreux. The line is open now. Please go ahead. Yes. Good morning, gentlemen. Thanks for taking my question. I've got a couple on corporate governance and a couple on financials. First on governance, Bas, you talk in the presentation about measures taken to strengthen policies and practices. Can you provide a couple of examples here? Second, is it a consideration to move B&S Group from, let's say, corporate under Luxembourg legislation towards Dutch legislation or to kind of more comply to, let's say, corporate governance that I think here and in the U.K. is applicable? Those are the first two questions. Well, in fact, if I say we have strengthened our governance, I must start by saying that the procedures and rules within our house are pretty solid. In that sense, my own words, I guess it boils down to more discipline to adhere to the rules as they apply. That is something we have in our daily message to the staff from management to everybody on the work floor to adhere to those rules. In fact, nothing new here, and as we have stated in on this matter, it is pretty unfortunate that we did not, well, adhere to the rules as we are supposed to be. ation, yes, and applicable law, you know that we are dealing with B&S Group S.A. being a Luxembourg company, and therefore, Luxembourg law applies and the articles of association obviously are established according to the rules and regulations of Luxembourg. Then again, as you are very, very well aware of, we have opted to follow the Dutch Corporate Governance Code. In that sense, we obviously are also 100% linked to whatever applies here in the Netherlands All right. Thank you. On the financials, you talk about product scarcity, especially in Q4. Nevertheless, I think we've heard quite a couple of FMCGs and also fragrance and beauty companies talking about destocking, especially in beauty and personal care. What is, let's say, the, what is different for you here? What has been different for you? I think it's a statement, look at in general, but especially of course, in our Beauty and Liquor segment, where we have been confronted with the product scarcity throughout 2022. Also still, and of course, the product inflow has been changed as compared to the rest of the market or in line with the rest of the market, I would say. But you have been seeing that also within our Beauty segment, to a certain extent, Liquor, but also that these product scarcity and also the in and outflow of products remain volatile throughout the year, also throughout the fourth quarter. Yeah. Okay. On the, on the outlook, you've given some qualitative statements for the outlook in general. Mm-hmm. Any additional commands for your key divisions in liquor, beauty, and personal care? Secondly, I kind of read a sense of the possibility of shedding unprofitable business. Is that the case? If so, would you give any quantification here? Thank you. No, that's the. That has not been intended in how we slow down the outlook, Patrick. In general, no, the outlook we provide is for the company as a whole. We do not provide any further specifics on the individual segments. I hope you well appreciate. Okay. Thank you very much. All right. Thank you. AWS, there's no further question at this time. All right. Well, if there are no more questions, I wish to thank all participants. Thank you all for joining us today in our review of the 2020 results. Should you have any additional questions, please do not hesitate to reach out to us. Have a nice day, thank you and goodbye. Thank you for joining today's call. We will now disconnect.