JAB - June 2021 - JAB Holding Company

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JAB - June 2021 - JAB Holding Company
JAB – June 2021
JAB - June 2021 - JAB Holding Company
Table of Contents

JAB - At a glance                  3

JAB Holding Company                4

   Our Heritage                    4

   About JAB Consumer Fund (JCF)   6

   Our Investment Philosophy       8

   Our People                      14

   Our Governance                  17

   Risk Management                 18
JAB - June 2021 - JAB Holding Company
JAB1 at a glance

                                                                   $50bn+                                 $23bn
                                                                   JAB Managed Capital                JAB Holding Company
       A global Investment                                                                               Net Asset Value

       Company, with a
       solid investment                                                      Our leading Investment Platforms
       grade rating,
       focused on the
       consumer goods
                                                     Coffee &          Fast-Casual            Petcare            Beauty &           Indulgence
       and services sector
                                                    Beverages          Restaurants                                Luxury

                                                                        With a total Enterprise Value of $120bn+

                             JAB’s Managed Capital has significantly increased
                                       since its formation in 2012
                                                              75

                                                              50

                                                              25

                                                               -
    S&P: BBB+ with stable outlook                                     2012    2013   2014   2015   2016   2017    2018   2019      2020

                                                                                                                         2020 Distributions
    Moody’s: Baa2 with stable outlook                         JAB Total Managed Capital in $bn
                                                                                                                         Managed Capital

       A privately held partnership
       of ~50 professionals with global
       investment offices in Washington D.C.,
       London, Amsterdam, São Paulo,
       Luxembourg and Mannheim

       with a long-term global ambition
       to invest in industry-leading consumer
       businesses.

1
    JAB in this context refers to JAB Holding Company, together with JAB Consumer Fund and other Co-investors

       JAB – June 2021 | JAB Holding Company                                                                                                  3
JAB - June 2021 - JAB Holding Company
JAB Holding Company

 Our heritage
                                            A global leading private
                                         Investment Firm in Consumer
 1823                                      Goods and Services, with a
                                                strong heritage
 The incorporation of
 Benckiser as chemicals
 producer in Germany

 1980 - 1990
      Peter Harf joins Benckiser
      Benckiser acquisition of North
      American and European household
      products and cosmetics including
      the spin off of the cosmetics
      activities                         1990 - 2010
                                           Started investing in the Beauty &
                                           Luxury Investment Platform
                                              Beauty & Luxury

                                           IPO Benckiser and Merger to form
                                           Reckitt Benckiser
                                           M&A of several cosmetics companies

 2012 - 2013
      The formation of JAB Holding
      Company and core JAB team.

                                          2013 - 2015
      Olivier Goudet joins JAB
                                             The creation of the fast casual multi
      The creation of the                    channel restaurant Investment
      Coffee & Beverages                     Platform starting with Platform
      Investment Platform                    Investments in Caribou Coffee,
      via the take private of                Einstein Bagels and Espresso House
      Peet’s Coffee and
                                                 Fast-Casual Restaurants
      D.E Masterblenders
      1753 (‘DEMB’)
          Coffee & Beverages

      IPO of Coty
                                             Creation of the JAB Consumer Fund
                                             (“JCF”)

JAB – June 2021 | JAB Holding Company                                      4
JAB - June 2021 - JAB Holding Company
2015
                                              Creation of Jacobs Douwe Egberts
                                              (JDE) through the merger of
                                              DEMB and MDLZ Coffee

 2016
      Take private of Krispy Kreme,
      representing the first investment
      in the Indulgence Investment
      Platform
          Indulgence

                                              2017
                                                   Take private of Panera Bread

      Take private of
      Keurig Green Mountain

                                              2018
                                                   Creation of Keurig Dr Pepper
                                                   through the merger of Dr Pepper
                                                   Snapple and Keurig Green Mountain

                 2019                             Acquisition of Pret a Manger
                       The creation of the
                       Petcare Investment
                       Platform
                          Pet Care

                                              2020
                       Acquisition of
                       Compassion-First Pet
                       Hospitals

                                                  Acquisition of NVA

                                                  IPO of JDE Peet’s

                                                  Closing of the third major fund raising
                                                  of JAB Consumer Fund. Total of $17bn
                                                  of committed capital raised since 2014

JAB – June 2021 | JAB Holding Company                                             5
JAB - June 2021 - JAB Holding Company
About JAB Consumer Fund
        (JCF)
        Driven by investor demand to participate in the
        investment strategy of JAB Holding Company,
        JCF was established in 2014. JCF is a Luxembourg
        based regulated investment fund comprised
        of institutional investors, family offices,
        endowments and other professional investors.
        JCF is managed collectively with JAB Holding
        Company by the same group of partners, and JCF
        always invests alongside JAB Holding Company.
        As at 31 December 2020, JCF has capital invested
        of $15bn+ and has distributed $8bn+ of capital.

               JAB Consumer Fund - Managed Capital in $bn                       JCF Managed Capital by Investment Platform
                                                                        JCF Managed Capital by Investment Category

15,00

   -
        2014    2015       2016     2017      2018      2019    2020

                       Managed Capital     Distributions 2020          Coffee & Beverage   Fast-Casual Restaurants   Petcare       Indulgence

        JCF 2020 Highlights
                Completion of over $8bn in aggregate                                 JCF is a unique
                                                                                    investment fund,
                distributions, a major JCF milestone, in
                cash and shares of Keurig Dr Pepper,
                driven by the significant value creation
                in the Coffee & Beverages platform
                                                                                 investing alongside JAB
                                                                                  Holding Company for
                The successful closing of the Global
                Consumer Brands - III Fund, the Petcare                         long-term value creation
                Co-Investment and the Co-Investment
                IX Funds

                Deployment of $3bn investment into
                the Petcare Investment Platform,
                alongside JAB Holding Company

        JAB – June 2021 | JAB Holding Company                                                                                  6
JAB - June 2021 - JAB Holding Company
As a controlling or anchor shareholder, JAB exerts
               significant influence over its Platform Investments

                                       98%                         98%                                                    99%
                                                                                 95%                                                    94%
                                                                                               91%
                                                     88%

                         55%
                                                                                                            50%

           34%

                                                                                                                     2             2
              KDP

       JAB Holding, JCF and Co-investors’ aggregate % of direct and indirect ownership. 3

                  JAB Holding Company and JAB Consumer Fund, together with Co-investors,
                    established a strong capital structure to support long-term growth and
                        sustainable value creation leading to solid compounded returns.

2
    Coty and Bally are investments of JAB Holding only, without the participation of JAB Consumer Fund
3
    As of Dec 31, 2020. Only includes investments with JAB Holdings, JCF and Co-Investors participation; does not include shares owned by management

       JAB – June 2021 | JAB Holding Company                                                                                            7
JAB - June 2021 - JAB Holding Company
Our Investment                                                                  Identify investment opportunities
                                                                                    through an agile and flexible investment
    Philosophy                                                                      approach, with a focus on consumer
                                                                                    goods and services companies,
                                                                                    leveraging the deep institutional
    We believe sustainable long-term value creation                                 experience and insights of our team
    is built through partnerships and a clear focus
    on shared values and benefits. Our investment
                                                                                    Enhance value through a unique
    philosophy to achieve a long-term compounding
                                                                                    ownership and people model combined
    return is based on the following three pillars:
                                                                                    with a tested and repeatable value-
                                                                                    creation approach

                                                                                    Drive long-term sustainable results
                                                                                    by doing the right things for our
                                                                                    stakeholders

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    JAB – June 2021 | JAB Holding Company                                                                                 8
JAB - June 2021 - JAB Holding Company
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                                                                                                                     experience and insights of our team
                                                                                                                                   We invest, through our Investment Platforms, in
                                                                                                                                   categories with attractive long-term dynamics,
                                                                                                                                   including strong growth prospects, attractive
                                                                                                                                   margins and cash flow characteristics, and
  Our investment approach                                                                                                          proven resilience. Our investment team has
   is distinct and allows us                                                                                                       deep institutional experience in investing,
                                                                                                                                   operating and overseeing consumer businesses.
  the flexibility to structure                                                                                                     This has created a robust, proprietary network
                                                                                                                                   which provides us with best-in-class access
investment solutions for each                                                                                                      to deal flow for premium and iconic brands

      particular situation                                                                                                         that are well-recognised by consumers and
                                                                                                                                   strongly positioned within their respective
                                                                                                                                   categories and markets. We have a long track
                                                                                                                                   record of leveraging our Platform Investment
                                                                                                                                   approach and people model to attract the best
                                                                                                                                   management teams, with the highest quality
                                                                                                                                   assets, to partner with us for the long-term.

                           JAB – June 2021 | JAB Holding Company                                                                                                              9
JAB - June 2021 - JAB Holding Company
Long-term value is created by identifying the                             Our Platform Investment approach is distinct. Our
highest quality assets and investing behind                               long-term focus investment model allows us to
them over a sustained period of time. Such                                create flexible, tailored investment structures as
value-creation opportunities include platform-                            needed so that we can find solutions to partner
consolidation, channel expansions, product and                            with the best people and the best businesses. Our
category innovation, digitisation, and complete                           track record demonstrates that we act quickly
business transformations of turn-around                                   and maintain a solution-based, agile approach to
businesses to allow them to fully benefit from                            reviewing potential Platform Investments.
the underlying strength of their brands and the
category. Maintaining Investment Platforms across
different categories is important to our philosophy,                               Our leading Investment Platforms
as it drives resilience of investment returns.

Our large, consumer centric and innovation driven
investment portfolio, as well as the institutional
experience of our team, provides us with a unique                                Coffee &         Fast-Casual           Petcare
window into consumer trends and changing                                        Beverages         Restaurants
behaviours. We proactively identify contemporary
brands, new technologies and disruptive innovation
and digitisation in order to invest behind winners,
further driving long-term growth.                                                          Beauty &         Indulgence
                                                                                            Luxury

A global investment portfolio with strong asset diversity4

Our investment philosophy is focused on building      businesses that are diversified by themselves
a diversified Investment Platform portfolio within    through their unique combination of brands,
the consumer and services sectors, with low or        product and service categories, and distribution
                         An overview
negative correlation between              of JAB
                               the assets and withHoldings' Investment Portfolio
                                                      channels.

                                                        Krispy Kreme
                                                             4%

              Coty - Consumer beauty             Coty - Luxury   Others
                        4%                            4%          1%
                                                                                             KDP - Coffee Systems
                   Compassion First                                                                  18%
                     Pet Hospitals
      NVA
                          2%
      5%

    Caribou
      2%
        Espresso House
              1% Pret a Manger
                        2%

                        Panera
                          9%
                                                                                                         KDP - Packaged Beverages
                                                                                                                   23%
         JDE Peet's - Out-of-home
                    3%

         JDE Peet's - CPG - APAC
                   2%
                                                                                        KDP - Beverage Concentrates
                                                                                                    6%
         JDE Peet's - CPG -        JDE Peet's - CPG -
                                        Europe                                     KDP - Latin America
              Larmea                                      JDE Peet's - Peet's
                                          9%                                           Beverages
                3%                                               2%                        2%
                                        An overview of JAB Holding Company’s investment portfolio

4
      The underlying FY19 sales data by investment has not been subject to the scope of the JAB Holding Company external audit

JAB – June 2021 | JAB Holding Company                                                                                            10
Our Business Diversity
           JAB is exposed to multiple business segments, either through the respective Investment Platforms in
            which our businesses operate or through the underlying diversification within the businesses held.
                 Below we present a simplified overview of diversification within our Investment Platforms.

                                             Our leading Investment Platforms

                Coffee & Beverages through direct,                          Fast Casual Restaurants through
                wholesale, retail, bottlers, food service                   retail-owned, retail-franchised,
                and e-commerce                                              digital, catering and CPG
 Coffee &                                                    Fast-Casual
Beverages                                                    Restaurants

                                                                            Covering all meals:
                      Premium coffee brands
                      Mainstream coffee brands                                    Breakfast
                      Coffee systems                                              Lunch
                      Carbonated soft Drinks                                      Dinner
                      Juices
                      Water
                                                                            Beauty & Luxury through retail,
                      Energy drinks                                         wholesale, online, and other
                                                              Beauty &
                                                               Luxury             Fragrance

                Petcare through at-premise, home-                                 Color cosmetics
                delivery and online
                                                                                  Skin and body care
 Petcare
                                                                                  Luxury
                                                                                  Hair care

                                                                            Indulgence through retail-owned,
                                                                            retail-franchised, digital, home
                      General care                                          delivery and CPG
                                                             Indulgence
                      Specialty                                                   Doughnuts
                      Vaccine & pharmacy                                          Cookies
                      Pet resorts

     JAB – June 2021 | JAB Holding Company                                                              11
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                                                                                                                                  Our unique ownership and people model is
                                                                                                                                  a core part of the JAB DNA. Our investment
                                                                                                                                  philosophy is centred around investment and
                                                                                                                                  entrepreneurship. We believe we can only
                                                                                                                                  attract the best people by identifying those
                                                                                                                                  who want to invest alongside and partner
                                                                                                                                  with JAB, and who have a long-term value
                                                                                                                                  creation mindset. With the aim of achieving
         Through our long-term                                                                                                    solid investment returns for our stakeholders,
                                                                                                                                  we are closely involved in the selection and
         partnerships and value                                                                                                   recruitment of management teams at our
                                                                                                                                  businesses, and ensure alignment with JAB
          creation approach we                                                                                                    through shared ownership.

           are able to generate
           sustainable growth
                                                                                                                                  We are an active partner for our Platform
                                                                                                                                  Investments. As a controlling or anchor
                                                                                                                                  shareholder we exert significant influence over
                                                                                                                                  the capital structure and the dividend policy of
                                                                                                                                  our Platform Investments, and we embed the JAB
                                                                                                                                  ownership and management culture in each of our
                                                                                                                                  Platform Investments. Together, we continuously
                                                                                                                                  re-assess the strategy of our businesses, and
                                                                                                                                  review opportunities to enhance operational
                                                                                                                                  and financial performance. We strongly believe
                                                                                                                                  continued challenge and refinement of strategy is
                                                                                                                                  necessary for sustained long-term value creation.

                                                                                                                                  The incentives of our management teams are tied
                                                                                                                                  to the businesses for which they are responsible.
                                                                                                                                  This fosters a culture of accountability and focus
                                                                                                                                  for our respective CEOs and leadership teams, who
                                                                                                                                  receive strong support from JAB and who are able
                                                                                                                                  to fully utilise the extensive and industry-leading
                                                                                                                                  network of our ecosystem.

                           JAB – June 2021 | JAB Holding Company                                                                                                             12
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                                                                                                                                We are an investment firm with a clear understanding
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                                                                                ur                                              and appreciation of the next generation of consumers,
                     D
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                                                                                                                                combined with a strong focus on ESG (Environmental,
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                                                                                                                                taking a sustainable approach to business pays off for
                                                                                                                                our consumers, our businesses, our Co-investors, our
                                                                                                                                debt investors, and us.

     With a clear                                                                                                               We are committed to an investment philosophy of
  understanding and                                                                                                             working collaboratively and serving as long-term stewards
                                                                                                                                of the organisations and brands, and to build long-term
  appreciation of the                                                                                                           sustainable businesses. We achieve this by incorporating
  next generation of                                                                                                            ESG principles into our investment philosophy. We
                                                                                                                                encourage our investments to embed sustainability
consumers, we generate                                                                                                          activities in their policies and procedures, and we regularly
                                                                                                                                evaluate our investment’s sustainability performance
sustainable investment                                                                                                          based on key performance indicators.
        results                                                                                                                 Working with trusted debt and equity capital partners
                                                                                                                                enables us, and our investments, to generate long-term
                                                                                                                                growth. We maintain strong relationships with our capital
                                                                                                                                partners, and we are confident that our long-term vision
                                                                                                                                and sustainable investment philosophy are supported
                                                                                                                                by our investors. JCF and other Co-investors are primary
                                                                                                                                equity capital partners of JAB Holding Company and are
                                                                                                                                important contributors to the success of our long-term
                                                                                                                                investment philosophy.

                           JAB participates in G7 Business for
                           Inclusive Growth coalition
                           As part of our ongoing commitment to ESG,                                                                   within our investment strategy. JAB recognises
                           JAB participates in the G7 Business for Inclusive                                                           that this is a long-term challenge and we
                           Growth (B4IG) coalition powered by the OECD                                                                 commit to putting our passion and energy into
                           and sponsored by French President Emmanuel                                                                  ensuring that JAB and our investments help to
                           Macron. This initiative is designed to pool                                                                 bring this to life over time, for the benefit of
                           and strengthen efforts by public and private                                                                all. Underpinning our pledge is the view that
                           companies to reduce inequalities linked to                                                                  such engagement is not just good corporate
                           opportunity, gender and territory, and to build                                                             responsibility but rather the future of successful
                           greater synergies with government led efforts                                                               business. Business benefits from more inclusive
                           in these areas. This focus is also presented                                                                growth models through a more educated and
                                                                                                                                       engaged workforce; a larger middle-class of
                                                                                                                                       consumers with greater purchasing power;
                                                                                                                                       more stable operating environments; and a
                                                                                                                                       high level of trust from employees, consumers,
                                                                                                                                       customers and other stakeholders.

                           JAB – June 2021 | JAB Holding Company                                                                                                                    13
Our People
A high-performing team is at the heart of          Working together as a powerful team
our success.                                       Our culture is entrepreneurial, high energy and
                                                   high performance. We have an ambitious and
Our team has deep institutional investment and     motivated team which drives our long-term
sector knowledge and experience. The fast-paced    ambition. A core characteristic in all of us is the
and dynamic environment in which we operate        aligned focus on value creation for all of JAB and its
requires a team with an entrepreneurial spirit     stakeholders.
focused on the collective success of JAB.

We operate from investment offices in Washington   In an invested and full-on environment
D.C., London, Amsterdam, São Paulo, Luxembourg
and Mannheim. Our team is led by our managing      Our team is invested towards the same goals as
partners Peter Harf and Olivier Goudet, together   our shareholders and Co-investors. Invested means
with 9 other partners and senior partners, each    that financial interests are aligned to enable our
of whom has significant experience and success     value-enhancing strategy. Invested also means
in investing and overseeing businesses in the      personal commitment and being full-on to deliver
consumer goods and services industries. They are   sustainable results in a fast-paced and highly
supported by a global team of 40+ investment and   demanding environment.
industry professionals.

An environment with compounding performance
opportunities

We attract, evaluate and compensate talent
with the objective of successfully delivering
compounding long-term value of our Platform
Investments. As such, we provide our team with
opportunities and stretch goals for continuous                          Managing
development and growth.                                                 partners

                                                                     (Senior) Partners

                                                                       Professionals

JAB – June 2021 | JAB Holding Company                                                           14
JAB partners
            JAB is overseen by its two Managing Partners, Peter Harf as our Chairman and Olivier Goudet
                   as our CEO, together with nine other partners and senior partners, and our CFO.

                  Peter Harf                                                     Olivier Goudet
                  Managing Partner, Chairman                                     Managing Partner, CEO

Mr. Harf joined JAB in 1981 and is the visionary and            Mr Goudet joined JAB as CEO and Managing Partner in
founder of the current JAB investment firm structure            2012. Mr. Goudet is the key architect of and leads JAB’s
created in 2012. Over the past 40 years he has overseen         Investment Platform strategy for all areas of the Firm
JAB as managed capital has grown from $100 million to           and has led $40bn+ increase in managed capital in the
over $50 billion. Mr. Harf has been CEO and Chairman            last nine years. He is currently the Chairman of Krispy
of several of JAB’s portfolio companies, and is currently       Kreme , JDE Peet’s, and Pret a Manger and is a member
the Chairman of Coty and a member of the Board of               of the Board of Directors of several other portfolio
Directors of JDE Peet’s and Keurig Dr Pepper. He is also        companies including Keurig Dr Pepper, Coty, NVA and
the Founder of Delete Blood Cancer (“DKMS”), a global           Panera. Previously, he spent 20 years at Mars, where he
cancer fighting organization which has over 10m donors          was EVP and CFO, and was also previously the Chairman
registered. Mr. Harf has previously been Chairman of            of Anheuser-Busch InBev.
Anheuser-Busch InBev and a Board member of Burger
King.

                  Joachim Creus                                                  David Bell
                  Senior Partner, Vice Chairman                                  Senior Partner

Mr. Creus joined JAB in 2010 and has played a critical role     Mr Bell is in his 10th year at JAB, having joined in
in building it into a global investment firm. He has been       2012. Over the past nine years he has led all of JAB’s
at the center of JAB’s major investments and expansion          major portfolio transactions. He has over 25 years of
intiatives, including all of its platform acquistions and the   investment, oversight and business strategy experience,
creation of JAB Consumer Fund. A lawyer by training, he         which includes spending four years at Mars driving
has over 20 years of experience in M&A, complex cross           Corporate Strategy and M&A, and eight years in the
border legal & tax matters, and equity and debt financing.      Consumer Investment Banking Group at Goldman
Mr. Creus serves as a Director for many JAB companies,          Sachs.
including JDE Peet’s and Coty. Prior to joining JAB, Joachim
held senior legal & tax positions at Siemens, Rodl &
Partner and at Tiberghien Lawyers.

                  Patricia Capel                                                 Frank Engelen
                  Partner                                                        Partner

Ms. Capel joined JAB in 2021 following 25 years at AB           Mr. Engelen joined JAB in 2020. Previously, he was a
InBev and Ambev, where she most recently led the                partner at PwC for more than 15 years, of which five
commercial operations in Chili, Bolivia and Paraguay.           years were as a member of the Management Board
She has extensive global experience including in the            of PwC Netherlands and two years were as a member
United States, Russia, Latin America, Belgium and               of the Executive Board of PwC Europe. He has almost
Canada, and held numerous roles including as VP of              25 years of experience in international tax, business
Global People, and was a member of the ABI Global               restructurings and M&A. After having obtained his PhD
Diversity & Inclusion Council. Ms. Capel has also               at the Erasmus University Rotterdam, he was appointed
worked at PWC and Cargill Agricola S.A.                         Professor of International Tax Law at Leiden University
                                                                in 2005.

      JAB – June 2021 | JAB Holding Company                                                                    15
Luuk Hoogeveen                                             Konrad Meyer
                  Chief Financial Officer                                    Partner

Mr Hoogeveen joined JAB in 2019 as a principal and         Mr Meyer joined JAB in 2018 as principal and was
was promoted to Chief Financial Officer in 2021. He        promoted to partner in 2020. He brings 15+ years of
brings 15+ years of finance expertise including in         industry and investment expertise and previously held
the area of finance transformations, capital market        a position as Investment Director at Waterland Private
transactions, internal & external financial reporting,     Equity and as interim CFO at Pret a Manger.
and risk management. Prior to JAB he held senior
finance positions at JDE and PwC.

                  Ricardo Rittes                                             Lubomira Rochet
                  Partner                                                    Partner

Mr Rittes joined JAB in 2019. He brings 20+ years          Ms Rochet joined JAB in 2021. She previously spent
of financial risk management and capital markets           seven years as Chief Digital Officer and member of
experience and started his career as an investment         the Executive Committee at L’Oréal. There, she led
banker in London, NY and Latin America. Subsequently,      the beauty giant’s marketing and commercial pivot to
he spent 14 years as part of a small leadership team       a digital-first company. She is a recognized leader in
building AB InBev (NY, Brussels and Latin America). In     digital business transformation, with extensive global
that capacity, he has partnered with rating agencies and   experience across multiple industries. Ms Rochet has
financial institutions across the world as the Finance     also held senior roles at Microsoft and Valtech, a digital
VP responsible for cash flow integration, banking          marketing agency.
relationship and treasury where he, among others,
executed $75+ billion financings. He also served as CFO
of Ambev, a NYSE listed company, and led its successful
expansion in Central America.

                  Jacek Szarzynski                                           Justine Tan
                  Partner                                                    Partner

Mr Szarzynski joined JAB in 2019. Prior to Joining         Ms Tan, CFA, joined JAB in 2020 as a partner. She has
JAB, Mr Szarzynski held various senior Finance,            more than 20 years of international experience in
Demand and Supply positions in his 20+ years at            investing, banking and operations, having lived in and
Mars. During his career he consistently achieved           covered key markets in North America, Europe and
above market growth while also delivering significant      Asia across a range of transaction types and businesses
margin improvement and is currently translating this       including in the consumer retail, real estate, services
experience to the fast-casual restaurant Investment        and industrial sectors. Prior to JAB, she was a founding
Platform. He has a strong passion for ESG and is an        member of Temasek USA and an investment banker at
inspiring leader who engages teams to only deliver the     Goldman Sachs.
best results.

      JAB – June 2021 | JAB Holding Company                                                                  16
Our Governance
Governance                                         Our senior advisors
JAB is overseen by the two Managing Partners,      JAB is partnering with two globally recognized
Peter Harf and Olivier Goudet, supported           senior advisors, Antonio Weiss and Bertrand
by nine other partners and senior partners,        Badré, who provide us with advice on
and our Chief Financial Officer. The Firm’s        various governance and strategy matters,
governance principles are based on mutuality,      which are within their respective areas of
trust and consensus. Management and decision-      expertise including business development,
making are delegated to the managing partners      mergers and acquisitions, and social and
and require unanimous consent. There is full       environmental matters. As JAB, we highly
alignment between JAB management and               value independent advice as it provides us
our shareholders, since the partners are also      with a fresh perspective on where we stand,
invested into JAB.                                 on our intentions and on our journey.
Our businesses are managed independently by
their respective CEOs and related leadership
teams. The members of these leadership teams
invest their own wealth into their businesses
resulting in strong alignment of interests with
                                                                    Antonio Weiss
those of JAB. Each of our companies has an                          Senior Advisor
independent Board of Directors, an Audit
Committee and a Remuneration Committee on
which JAB partners are represented.                Mr Weiss has advised JAB since its formation
                                                   as a global investment firm in 2012. His
                                                   work spans business strategy and public
                                                   policy. He is a research fellow at Harvard
                                                   Kennedy School’s Mossavar-Rahmani Center
                                                   for Business and Government. From 2014
                                                   to 2017, he served as Counselor to the
                                                   Secretary of the U.S. Treasury, where he
                                                   oversaw the domestic finance department.
                                                   Prior to this, he held various leadership
                                                   roles at Lazard over twenty years in the US
                                                   and Europe, including as Global Head of
JAB signed the                                     Investment Banking from 2009 to 2014.

UN Principles for
Responsible Investment                                              Bertrand Badré
In June 2020, we signed the UN Principles for                       Senior Advisor
Responsible Investments (PRI). Doing so, we
embrace the PRI principles for incorporating       Mr Badré is the founder and CEO of Blue like
ESG matters into our investment practice,          an Orange Sustainable Capital, an investment
investment policies, disclosures, reporting        Company that manages investments for
and responsibilities. Important requirements       social and environmental impact to foster
for a signatory to meet are the Responsible        inclusive and sustainable growth and reduce
Investment (“RI”) policy, senior-level oversight   risk. Mr Badré also serves as a guarantor to
over, and our professionals implementing,          the ‘One Planet Lab’ initiative. Previously,
responsible investing. In order to provide the     he served as Managing Director and CFO of
firm and our investments with an experienced       the World Bank Group, Group CFO of both
sounding board on ESG-related issues and           Société Générale and Crédit Agricole, Partner
questions, we are proud to cooperate with Mr       at Lazard and was an advisor to previous
Bertrand Badré.                                    French President Jacques Chirac’s diplomatic
                                                   team.

JAB – June 2021 | JAB Holding Company                                                   17
Risk Management
Risk management is an integral part of                transformations. We believe COVID-19 accelerates
the governance structure. The Firm’s risk             trends, such as digitisation and channel-
management approach is established to identify        expansion, and we will continue to support our
and analyse risks faced by JAB Holding Company,       businesses to adapt to these trends and emerge
to monitor risks and to implement remediation         out of the crisis even stronger.
initiatives to ensure adherence to limits. The risk
                                                      From our investing and financing activities, we
management approach is reviewed regularly
                                                      are exposed to a variety of risks including market
to reflect changes in market conditions and the
                                                      risks, price risk, credit risk, liquidity risk, and
activities of JAB.
                                                      cash flow risk. It is our objective to manage and
                                                      mitigate these risks to acceptable levels. Market
Risk Management Policy                                risk refers to the Firm’s exposure to fluctuations
                                                      in foreign exchange rates and interest rates.
Our risk management policy contemplates a
                                                      Foreign exchange risk on transactions is hedged
broad range of stakeholders, including fixed
                                                      through forward exchange contracts as necessary.
income investors, equity investors, and the
                                                      The Firm is exposed to price risk as a result of its
communities where we operate.
                                                      investments and subsidiaries. This exposure is
On financial risk management, the policy’s            not hedged as at 31 December 2020. We actively
objective is to maintain a level of cash flow         manage our exposure to interest rate fluctuations.
uncertainty that is acceptable to our stakeholders,   When the Firm is exposed to such fluctuations
including equity and fixed income investors, given    on floating rate long-term debt the Firm enters,
a certain expected return.                            when thresholds have been exceeded, into
In practice, we monitor closely topics related to:    interest swap agreements. No hedge accounting
                                                      is applied on any of the derivative transactions as
•   Capital structure, financing, and liquidity       at 31 December 2020. Our exposure to credit risk
•   Transactional risks                               mainly relates to cash and cash equivalents and
                                                      is mitigated by transacting with counterparties
•   Translational and balance sheet risk              with high credit ratings. Exposure to liquidity risk
•   Counterparty credit risk (cash, marketable        is limited, as sufficient liquidity is available in the
    securities and derivatives)                       form of cash, and under our credit facilities.

•   Environmental, Social, Governance and             Within our risk management framework
    Reputation risks                                  continued consideration is given to fraud risk. Our
                                                      approach is to minimize fraud risks from the start,
                                                      both internal and external, and to continuously
Principal Risks and Uncertainties
                                                      monitor and update our procedures to detect and
Our financial position is impacted by the             if applicable remediate from potential fraudulent
performance of our Platform Investments,              events. As an example, our Code of Conduct
including the resulting impact on valuation.          outlines the norms, and responsibility of our team
By having a controlling or anchor stake in our        with the aim to reduce the likelihood of unethical
investments, and via representation on the            actions and to protect JAB and its stakeholders.
Boards, we are able to oversee and influence the      As a long-term investor we are dedicated to
financial and operational performance of our          having our businesses acting in accordance
portfolio companies, with the aim to achieve solid    with the highest ethical and professional
compounded investment returns.                        standards and together address Environmental,
The loss of key talent could have a negative          Social, Governance and Reputation risks. We
impact on our operations. This risk is mitigated      are commited to an investment management
by investment and long-term equity opportunity        philosophy of working with our businesses to
of our leadership teams, and by promoting a           address and monitor their material sustainability
culture of ownership and opportunity. In this way     issues. JAB incorporates sustainability issues
we continue to attract talented people with the       into decision-making and ownership practices
mindset and skillsets to drive long-term value        across its majority owned portfolio of Platform
creation.                                             Investments. In cases where we have limited
                                                      ability to influence, we encourage companies
The impact of the COVID-19 pandemic remains           to consider relevant activities covered in the
unpredictable and, if significant, may have           Investment monitoring section of this policy.
an adverse effect on our business, financial
condition, results of operations and prospects.
After taking initial measures to protect our
employees, customers and businesses, COVID-19
provides an opportunity to accelerate business

JAB – June 2021 | JAB Holding Company                                                                18
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