Pieter Zwart (Sourire B.V.), HAL Investments B.V., management, and employees are the shareholders in Mondhoekie B.V., the parent company of Coolblue.

Friend Shares

All Coolbluers who have been working for more than a year at Coolblue are also Coolblue co-owner, as they have been awarded Friend Shares. These depositary receipts for shares were granted in January and July 2021. In January 2022, Friend Shares will be granted to Coolbluers who have not yet received Friend Shares and have been working at Coolblue for more than 1 year at that time.

Structure

For the sake of transparency, we keep our corporate structure as simple as possible. The chart below shows an overview of the various group companies. We are present in the Netherlands, Belgium, and Germany via various corporate entities. These are all fully owned by Coolblue Holding B.V., a private company with limited liability (besloten vennootschap) under Dutch law, which in turn is fully owned by Mondhoekie B.V. In 2021, we acquired the company ServiceHouse.

Management Board

Coolblue’s Management Board consists of CEO Pieter Zwart and CFO Daphne Smit. The Management Board is supported by an experienced Leadership Team consisting of the heads of various domains, such as Stores, Delivery & Installation, Tech, and Category Teams.

These heads are responsible for the day-to-day operations of their respective domains. They have the responsibility and the necessary means to make their domain a little bit better every day.

We acknowledge the importance of diversity in a working environment, which is why we strive for an equal composition of men and women as members of our Management Board. However, when it comes to the selection criteria for candidates, competencies are key.

Pieter Zwart

Age: 44

Position: CEO

Working at Coolblue since: 1999

Education: Business Administration at Erasmus University Rotterdam.

Responsibilities at Coolblue: Category Teams, Customer Experience, Stores, Tech, Purchasing, Germany, Business Journeys, Solar Panels, Energy, and Marketing

Daphne Smit

Age: 36

Position: CFO

Working at Coolblue since: 2014

Education: International Business Administration at Erasmus University Rotterdam.

Prior to Coolblue: Trainee, Account manager, and Credit Analyst at Rabobank.

Responsibilities at Coolblue: Finance, Warehousing, Delivery & Installation, Returns & Repairs, Customer Service, Corporate, and Human Resources

Remuneration

The Management Board’s salaries are determined by the Supervisory Board. Members of the Management Board receive a fixed salary, which has been amended in the course of 2021 to make it in line with market practice. They are not entitled to bonuses, options, or shares in the company as part of their remuneration. CEO Pieter and CFO Daphne are shareholders in Mondhoekie B.V. Any shares they have acquired, have been acquired on commercial terms.

Corporate Governance Code

Although we are not legally obliged to follow the Dutch Corporate Governance Code, we acknowledge the importance of good governance. We actively monitor relevant developments in the Corporate Governance Code and incorporate the principles that are relevant to us as a private company.

Supervisory Board

Coolblue’s Supervisory Board is a group of experienced entrepreneurs and investors. Together, they form an independent body that supervises Coolblue’s policies and daily order of business. They also serve as a friendly yet critical sounding board to the Management Board. Each Supervisory Board member is committed to Coolblue’s interests, its customers, and all other parties involved. The board is free from the influence of external parties and independent of secondary interests.

Warm welcome and goodbye

In 2021, we welcomed 2 new members to our Supervisory Board: Maurine Alma and Hajir Hajji. They both have an extensive portfolio which will greatly benefit Coolblue. However, at the start of 2022, Hajir was promoted to CEO of Action, which led her to resign from her role in the Coolblue Supervisory Board again. Currently, our Supervisory Board consists of 5 members, each with their own background, experience, and expertise relating to different aspects and activities of Coolblue.

Jaap van Wiechen

Jaap van Wiechen (49) is a member of the Executive Board of HAL Holding N.V. and serves as a member of the Supervisory Board of Boskalis, SBM Offshore, and Atlas Services Group. Jaap acts as chairman of the Supervisory Board and is a member of the Audit Committee.

Maurine Alma

Maurine Alma (53) is currently the CMO at Just Eat Takeaway.com, Supervisory Director of the Van Gogh Museum, a member of the supervisory board of Floramedia Group, and sits on the Advisory Board of Nimbus Ventures.

Theo Kiesselbach

Theo Kiesselbach (56), a German national, is a retail expert. He started his professional career at McKinsey & Co. Afterwards, he held executive roles in a number of German retail companies. Until May 2018, he was CEO of Grandvision. In 2019, he moved to Singapore and established an advisory and investment company.

Bert Groenewegen

Bert Groenewegen (58) is the current CFO of Nederlandse Spoorwegen and a member of the Supervisory Board of Teslin Participaties Coöperatief UA. Bert’s previous positions include CFO at Exact Holding, CFO/CEO at PCM Uitgevers, and CFO at Ziggo. He is chairman of Coolblue’s Audit Committee.

Harold Goddijn

Harold Goddijn (61) is the co-founder and CEO of TomTom. Previously, he co-founded Psion Nederland before becoming Executive Director at Psion Computers Plc. Harold has also been the chairman of the Dutch Committee for Entrepreneurship (Comité voor Ondernemerschap) since 2018.

Supervisory Board report

Hello everyone,

Coolblue is a large organization that is known for its unconventionality. To keep up with its rapid expansion, we as its Supervisory Board (installed at Mondhoekie B.V. level) also have to adopt the flexible mentality that characterizes Coolblue. This proves an interesting and challenging assignment, especially in a year like 2021 with the intended IPO, the ongoing and regularly changing Covid-19 government measures, and their related impact on our business. Still, we gladly take on this challenge. To strengthen the supervisory board we welcomed 2 new members: Hajir Hajji and Maurine Alma. In light of her promotion, Hajir decided to discontinue her work for the Supervisory Board. We understand and respect Hajir’s decision and wish her all the best.

Activities of the Supervisory Board
In 2021, we met 4 times (both digitally and in the Tilburg warehouse) with the Coolblue Management Team. Of course, we also had frequent interactions in between. During these meetings, we discussed recurring topics such as customer satisfaction (NPS), strategy, market developments, and financial and operational results.

Additionally, we discussed more specific topics, such as the announced intention to float and the postponement of our listing, the acquisition of ServiceHouse, the way to handle the challenges presented by the government measures related to the Covid-19 pandemic, the expansion to Germany, and the mechanization of the warehouse. These were introduced by a presentation, given by the responsible manager. We greatly appreciate the explanations given by these managers, because they provided us with a better insight into the dynamics of the business and the people that make Coolblue.

Audit Committee
The Audit Committee supports the Supervisory Board in the supervision of financing, reporting, internal controls, and risk management.

The Audit Committee met 4 times in 2021 with the CFO, Head of Finance, and the external auditor. During these meetings, the following topics were discussed: the financial statements of 2020, the audit planning for 2021, the requirements for an IPO, the acquisition of ServiceHouse, the findings of the interim audit and internal control findings in 2021, reporting structures and standards, risk management, tech security, fraud, and compliance with laws and regulations.

Closing thoughts
The Supervisory Board is happy with the growth and results that Coolblue has shown in 2021 in the Netherlands and Belgium, and especially with the expansion in Germany and of Coolblue Energy. We appreciate the flexibility and continuous effort of every Coolbluer during a time in which government measures related to Covid-19 strongly affect our operations. Furthermore, we are impressed by how Coolblue was able to draw upon its lessons from last year and we are confident that these will continue to be valuable takeaways for the future.

Coolblue’s shareholders and management decided to explore a potential IPO. The main reasons for this were attracting new capital to fund further growth in Germany, Coolblue Energy, and mechanization of the warehouse, as well as creating liquidity optionality for existing shareholders. Both Pieter Zwart and HAL would commit to remain significant shareholders for the long term. The company and management spent considerable time and effort to prepare for this IPO, both by further improving the internal organization and complying with all additional external requirements. We are pleased with the steps that have been taken to further professionalize the organization. We concluded that the company was ready and supported the idea.

Right before the intended launch, the financial markets and in particular the sentiment for e-commerce stock developed unfavorably. Despite good interest from investors, the company decided to postpone the IPO for the time being. This was obviously disappointing. At the same time, the process helped in further sharpening the strategy and strengthened our confidence about the chosen way forward. Shareholders have committed to support the business in its new growth areas and remain fully committed to Coolblue.

The Supervisory Board also appreciates how Coolblue keeps taking increasing corporate and social responsibility. Coolblue takes its responsibility to society through new propositions and by building on already existing propositions, for example by strongly reducing its cardboard consumption through installing machines that tailor packaging to size. The acquisitions of ServiceHouse and entry to the energy market in 2021 especially show great commitment. The Supervisory Board is confident that the acquisition of ServiceHouse and the combination with the activities of Coolblue in its Coolblue Energy proposition has unlocked a huge potential for the Coolblue brand in a growing market.

The expansion to Germany in 2020 took place at an impressive speed, resulting in a revenue of € 94 million in 2021. It makes us happy that Coolblue has begun investing in its German infrastructure by opening a depot for white goods and television delivery and its first German store in Dusseldorf. We are confident that Coolblue will apply all learnings from these steps to further expand in 2022.

Coolblue also continued with the mechanization of its central warehouse. In 2021, the organization started mechanizing parts of the picking process and installing new packaging machines, which will unlock benefits by optimizing the processes. With the mechanization of the return process and the full go-live of a new warehouse management system, the warehouse will gradually become the warehouse of the future.

Looking back on what has been another eventful year for Coolblue, we thank every Coolbluer for their efforts and flexibility. With such dedication to each other and to the organization, 2022 is bound to become a great year.

On behalf of the Supervisory Board,

Jaap van Wiechen
Chairman

Bert Groenewegen
Harold Goddijn
Maurine Alma
Theo Kiesselbach