3.

Internal controls and risk management systems

The Board of Directors performs its control duties by (i) ensuring that D’Ieteren’s entities correctly perform their own control duties and that
committees entrusted with special survey and control tasks (such as the Audit Committee and Remuneration Committee) are put in place
and function properly and by (ii) ensuring that reporting procedures are implemented to allow the Board to follow up at regular intervals the
entities’ businesses, notably regarding the risks they are facing.

The Board of Directors is assisted by the Audit Committee in the exercise of its control responsibilities on the Company’s entities, in particular
as regards the financial information distributed to shareholders and to third parties and in monitoring the mechanisms for risk management
and internal control.

Against this background, the effectiveness of D’Ieteren’s system of controls, including operational and compliance controls, risk management
and the company’s internal control arrangements, has been maintained. Such a system is designed to manage, rather than eliminate, the risk
of failure to achieve business objectives, and can only provide reasonable, and not absolute, assurance against material misstatement or loss.

Reviews have included an assessment of both financial and operational internal controls by the internal audit of each entity and reports from
the external auditor on matters identified in the course of its statutory audit work.

3.1. INTERNAL CONTROL ENVIRONMENT

3.1.1. The system of internal control includes but is not limited to:

• clear definition of the organizational structure and the appropriate delegation of authorities to management;
• maintenance of appropriate separation of duties together with other procedural controls;
• strategic planning and the related annual budgeting and regular review process;
• monthly reporting and review of financial results and key performance statistics;
• adoption of accounting policies to help ensure the consistency, integrity and accuracy of the company’s financial records;
• specific treasury policies and the regular reporting and review of all significant treasury transactions and financing activities;
• procedures for the authorisation of capital expenditure;
• internal audit reviews;
• implementation of action plans and audit recommendations on an annual basis;
• policies and business standards;
• country visits and discussions with local management;
• quarterly reporting to D’Ieteren’s Audit Committee

3.1.2. The effectiveness of the system of internal control has been reviewed through the following processes:

• strengthening and reshaping of the internal control team whereby the independence of the head of internal audit is ensured with direct
reporting to the Audit Committee;
• strengthening of the Corporate team;
• review of internal and external audit plans (including IT audit missions and fraud risks);
• review of any significant reported unsatisfactory control matters;
• review of any control issues that arise from internal and external audits together with any additional matters brought to the attention
of the Audit Committee;
• mapping of any significant risks identified by the company’s risk management process;
• annual and multi-annual audit plans that are submitted and reviewed annually by the Audit Committee;
• discussions with management on any significant new risk areas identified by management and the internal and external audit processes;
• prioritization of the control missions based on the risk profile.

Each quarter, D’Ieteren’s Audit Committee receives a report on the work carried out by the Audit Committee of each entity and makes in turn
its own reporting to the Board.

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3.2. ASSESSMENT OF BUSINESS RISK
3.2.1. D’Ieteren ensures that business risks, whether strategic, operational, reputational, financial, legal or environmental, are both
understood and visible as far as practicable. D’Ieteren’s policy is to ensure that risk is taken on an informed rather than unintentional basis.

3.2.2. Each entity conducts an annual risk review and updates its risk register with each risk’s impact and mitigation actions. This approach
forms the cornerstone of the risk management activities of D’Ieteren, the aim of which is to provide the assurance that the major risks the
company faces have been identified and assessed, and that there are controls either in place or planned to manage these risks.

A summary of the main risks the company faces is provided hereafter.

3.3. INTERNAL AUDIT

3.3.1. Each entity has its own internal audit function, which is independent of its external auditors and which may work in partnership with an
outsourced provider, where specialist skills are required. A periodic review ensures that these functions are appropriately staffed, that their
scope of work is adequate in the light of the key identified risks the entity faces and that the annual internal audit plan is properly approved.

3.3.2. The Audit Committee of each entity ratifies the appointment and dismissal of its internal audit manager and assesses her/his
independence and objectivity and helps ensure that she/he has unfettered access to management and to the Audit Committee.

3.3.3. The role of internal audit of each entity is to:

• assess the design and effectiveness of control systems governing key operational processes and risks;
• provide an assessment, independent of management, of the adequacy of the entity’s internal operating and financial controls, systems
and practices;
• provide advisory services to management in order to enhance the control environment and improve business performance;
• provide a mapping of any significant risks identified by the company’s risk management process.

3.4. KEY RISKS

3.4.1. Business risks

3.4.1.1. Industry risk

The automobile distribution business may be impacted by several factors relating to the car industry and the volume of cars sold on the
Belgian market. Overall demand and mix may be affected by factors including general economic conditions, changes in the fiscal regime,
the rising success of car sharing and the availability of credit to potential buyers. Specific demand for the distributed makes depends on the
success of models developed by their automotive suppliers (VW, Porsche, Yamaha, etc.) and their adequate pricing on the Belgian market.
Demand for less polluting vehicles drives an evolution of the car park, with an increasing number of vehicles being equipped with new engines
(hybrid, plug-in hybrid, electric, natural gas,…). The improved quality of cars drives down their maintenance frequency, which in turn has an
impact on the sale of spare parts. Volatility of used car prices may affect residual values on buyback cars repurchased by D’Ieteren Auto from
short-term car rental companies.

In the vehicle glass repair and replacement business, mild weather conditions, a reduction in the number of miles driven, improved road
conditions, a reduction of average speed on roads as a result of speed limit enforcements and new technologies such as adaptive cruise
control are unfavourable factors as they tend to reduce the frequency of glass breakage. Changes in insurance policies regarding glass brea-
kage, such as an increase of deductibles may reduce demand or increase price pressure.

Moleskine faces highly fragmented competition from other players in the stationary sector and there are numerous competing products
that are similar to Moleskine’s notebooks. Economic downturns could have a negative impact on demand for discretionary consumer goods.
Increasing digital penetration could also negatively impact demand for Moleskine’s analogue products. The wholesale channel of Moleskine
deals with “bricks and mortars” retail clients who are under severe pressure from online retailers. The risk is tempered by Moleskine’s digital
product development strategy (Moleskine+).

Sectorial developments are actively monitored by each entity and fed in a planning process including strategic planning, long term financial
planning, budgets and monthly reporting. This process allows a good anticipation of these trends or quick reactions to sudden events and
provides management with a base for decisions regarding the range of products and services offered, their pricing policy and the sizing of
the organisation.

Where business is by essence subject to rapid changes in demand, structures have been adapted to provide the maximum flexibility.

D’Ieteren / Financial and directors’ report 2016 93

 3.4.1.2. Strategy execution risk
The implementation of projects involves investments and financial and operational risks which could impact the results. Project management
governance is set up in order to ensure the best transition possible and prevent any negative effect on the activities and results.

D’Ieteren Auto continues to implement its 2018-2020 strategy that is based on three pillars. It includes the closing and/or moving of
D’Ieteren Car Centers in the Brussels region in order to improve their financial and commercial performance. D’Ieteren Auto is also putting
in place a new structure for the distribution network, dividing the territory into 26 homogeneous market areas in order to improve the
profitability of the independent dealers. Eventually D’Ieteren Auto is overhauling its internal structure to improve customer-centricity.
This includes, for example, the roll-out of a CRM (customer relationship management) system and Digital Marketing which should enhance
the customer experience.

Belron continues to implement plans to improve the operational efficiency in a number of European countries that are facing adverse market
or competitive conditions. The company also increases its investment in marketing technology by upgrading its IT systems and gradually inte-
grating digital customer tools. In addition to the above, the business is exploring a number of opportunities to extend its services into areas
such as vehicle bodywork and home assistance/repair services. Such a potential diversification entails financial risks and deviates from vehicle
glass repair and replacement, Belron’s historic activity.

In order to maintain high growth rates, Moleskine is capitalizing on the strength of its brand and is venturing into different new initiatives, like
the Moleskine Café, which require new retailing and food and beverage skills.

3.4.1.3. Brand reputation

The success of D’Ieteren’s entities is closely connected with the brand image, so it is potentially exposed to certain events that may prejudice
it. Any event that could have adverse effects on the brand image, whether internal (for example inability to adequately communicate the
underlying values of the brands and their distinctive features) or external (for example, the dissemination by third parties of untrue or mislea-
ding information) could have a material adverse effect on the business, results and financial condition.

3.4.1.4. Trademark and intellectual property protection

D’Ieteren’s businesses aim to protect their trademarks and intellectual property. The value of the D’Ieteren’s businesses could be
compromised however if the protection of the brand or of any other intellectual property rights associated with the products and services
becomes impracticable or particularly difficult or onerous.

3.4.1.5. Business seasonality

D’Ieteren’s activities may be subject to seasonal fluctuations. For example, Moleskine’s sales through the B2B, e-Commerce and Retail
channels are peaking in the fourth quarter of each financial year. Belron’s sales benefit from frosty winters and D’Ieteren Auto’s sales tend to
be stronger during the first quarter of the year when the Brussels Car Show takes place.

As a result of these quarterly fluctuations, the comparisons of revenues and results of operations between different quarters within a single
financial year are not meaningful and such comparisons cannot be relied upon as an indication of our future revenues or results of operations
of a full year.

3.4.1.6. Sourcing risk

D’Ieteren Auto imports and distributes new cars and spare parts of the makes of the Volkswagen group. The relationship with Volkswagen has
been built over close to 70 years and is formalized in wholesale agreements with each of the makes with no specified end dates. Any adverse
changes to the terms of the agreements, any deterioration in the relationship with the Volkswagen group or any significant change in policy
towards independent importers is likely to have an adverse effect on the financial condition and the results of the entity. The key defence
against this risk resides in the company’s ability to demonstrate to the Volkswagen group its added value through the management of the
Belgian network of distributors. The company is strictly aligned to the commercial, marketing and services policies of the Volkswagen group.

The vehicle glass repair and replacement business is critically dependent on the supply of vehicle glass, polyurethane and repair resin. In order
to avoid that the loss of a key supplier in any of these areas significantly disrupts its operations, purchasing teams have developed a strategy
to diversify sourcing and actively allocate volumes.

Moleskine’s production is entirely subcontracted to producers in China, Vietnam and Europe. If Moleskine replaces one or more of its
principal suppliers of raw materials, semi-finished or finished products, it may have to bear greater supply costs and charges or delays in
delivery times and difficulties in maintaining its quality standards and may not be able to meet contractual obligations or retain its
relationships with distributors and/or customers. To manage this risk the company avoids extreme concentration in terms of number
of factories/suppliers.

3.4.1.7. Input price risk

The profitability of the activities could be impacted by rising input prices. It is not always possible to fully pass on price hikes to the customers
or to offset higher input prices through hedging and efficiency measures.

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3.4.1.8. Key account risk
A significant part of D’Ieteren Auto’s and Belron’s business is transacted with large key accounts such as businesses, leasing companies or
insurers. Any loss of one or several major key account(s) could have an adverse effect on the financial condition and the results.

The implementation of D’Ieteren Auto’s Market Area Strategy whereby the Belgian market will be subdivided into 26 Market Areas which
will each be led by a Market Area Leader, will result in a sharp reduction in the number of counterparts and significant increase in their size.

Even though Moleskine’s business model is shifting from a predominantly wholesale business to a direct-to-consumer model, there are still
risks related to the higher customer concentration with the largest distributor in the US accounting for 25% of the company’s revenues in
2016. The risk is tempered however by the ongoing transition in the Wholesale channel to direct distribution (ca 52% of total Wholesale re-
venues) with core sales and marketing activities performed by Moleskine while demand fulfilment activities (e.g. stock management, billing
and order processing, etc..) are managed by the distributor.

Each entity of D’Ieteren group undertakes actions to ensure that its relationship with key accounts remains strong. Every major account will
have a dedicated manager who will develop a key account plan with clear objectives on how to develop the relationship further. Each entity
ensures that its customer portfolio remains sufficiently balanced.

3.4.1.9. Product/service failure risk and non-compliance with standards and regulations
Vehicles or spare parts distributed by D’Ieteren Auto may be subject to a major defect. In this case, all the technical response to such failure
is organised by the Volkswagen group. Such situations may however have a negative impact on D’Ieteren Auto’s reputation as importer and
distributor. In order to reduce this risk, D’Ieteren Auto follows a transparent and proactive communication policy towards its customers
and dealers, and organises any necessary recall actions to ensure the vehicles are compliant with regulations. D’Ieteren Auto’s response to
the “Emissiongate” shows that its crisis management is effective. It acted in a fully transparent and open manner while dealing with both
customers and the authorities.

The technological complexity of vehicle windscreens is on the rise as Advanced Driver Assistance Systems (ADAS) such as autonomous
braking, lane departure warnings, cross traffic alert, park assist and surround view are more widely adopted. This trend should intensify with
the development of autonomous vehicles. ADAS uses radar, sensors and cameras that need to be calibrated correctly when a windscreen is
replaced because badly fitted windscreens could adversely impact the safety of the vehicle. This could have a legal, financial and reputational
impact. In order to minimise this risk, Belron develops clear fitting standards, rolls them out throughout the organisation, and regularly
monitors compliance through technical teams in every business unit. In addition, events such as the “Best of Belron”, a worldwide
competition to elect the best fitter of the group, based on compliance with standards and quality of execution, reinforce the importance of
the highest fitting standards.

Moleskine closely monitors the quality of the products that are manufactured by third parties. Its products are made out of paper
and/or other materials the production of which may impact the environment. Moleskine S.p.A. is actively engaged in taking every precaution
possible to help safeguard the quality of the environment:
• All Moleskine notebooks are made with acid-free paper, making them environmentally friendly products;
• Moleskine creates and sells FSC-certified products;
• Moleskine produces its packaging in such a way as to keep waste to a minimum.

3.4.1.10. Loss of key personnel

Continuity of the businesses may be impaired by the loss of personnel responsible for key business processes.

Personnel retention is managed through the offering of a competitive compensation package which is regularly benchmarked against market
practice, good career perspectives, regular feedback and employee satisfaction surveys. Succession planning related to key personnel is
regularly reviewed by the top management of each entity.

3.4.2. Finance and IT risks

3.4.2.1. Catastrophic loss risk

D’Ieteren’s entities are heavily dependent on key resources such as IT systems, call centres and distribution centres. A major disaster may
result in the inability of the entity to provide essential products or services either locally or globally. Absent mitigating actions, operating costs
resulting from the occurrence of a disaster could be significant.

Management regularly reviews the underlying potential causes of loss and implements protective measures. In addition, Business Continuity
Plans are designed to ensure continuity of the entities should a disaster occur. More specifically for IT systems, duplication of key data and
systems and penetration testing for web applications mitigate the impact of a potential major system failure. Residual risk may be covered by
appropriate insurance policies.

D’Ieteren / Financial and directors’ report 2016 95

 3.4.2.2. Risks related to IT projects
There are risks related to new IT and digitization initiatives. For example, Belron is introducing a new ERP system in several countries,
Moleskine is implementing a new SAP system and a new e-commerce site and both Moleskine and D’Ieteren Auto are developing new CRM
tools. Risks of those projects are mitigated thanks to a clear governance and support from professional service providers.

3.4.2.3. Liquidity risk

Each entity of D’Ieteren group:
• pursues its own financing strategy under supervision by the D’Ieteren’s Corporate team;
• makes sure that it has a core level of long-term committed funding in place with maturities spread over a number of years and
diversified sources;
• maintains a regular dialogue with debt providers and keeps them updated on the general situation of the company.

A substantial proportion of D’Ieteren’s entities is financed by loans, whose availability depends on access to credit markets. Lack of availability
of funds or a breach of financial covenant could result in the inability of all or part of the company to operate or may lead to a significant
increase of the cost of funding.

The core funding at D’Ieteren S.A.’s level is supplemented with short-term committed and uncommitted facilities particularly to cover
seasonal debt requirements.

The contribution of D’Ieteren Lease in a joint venture wholly financed by Volkswagen Financial Services, has significantly reduced the liquidity
risk for D’Ieteren. D’Ieteren Auto’s working capital needs decreased sharply in 2016 as the vast majority of independent dealers switched to
cash payments.

Belron has refinanced its maturing bank loans through a new 5 year syndicated credit of €450 million with 10 international banks.

The acquisition of Moleskine is financed through available cash and draw-downs on existing credit facilities at the level of D’Ieteren S.A. and
through a new credit facility at the level of DM Invest S.r.l., which owns 100% of Moleskine and which is 100% indirectly owned and controlled
by D’Ieteren S.A.

3.4.2.4. Interest rate and currency risk

Borrowings issued at variable rates expose the company to cash flow interest rate risk whereas borrowings issued at fixed rates expose the
company to fair value interest rate risk. To manage these risks, D’Ieteren is financed through a combination of both fixed and floating rate
facilities possibly combined with derivatives-based hedges (see notes 17 and 18 of the Consolidated Financial Statements 2016 concerning
the financial instruments that were used). Renegotiation of credit spreads and conditions when credit facilities come up for renewal, might
result in less favourable terms.

Belron’s international operations are exposed to foreign currency and interest rate risks. The majority of the sales are denominated in
US dollars, euro and pounds. In each country where Belron has a subsidiary, revenue generated and costs incurred are primarily denominated
in the relevant local currency, thereby providing a natural currency hedge. The policy is, whenever possible, to hedge the value of foreign
currency denominated investment with an equivalent amount of debt in the same currency to protect their value in euro.

Moleskine’s exposure to the risk of fluctuations in exchange rates arises from its trading activities, which may be conducted in currencies
other than the euro. Revenues and costs denominated in a foreign currency may be influenced by fluctuations in the exchange rate, resulting
in an impact on margins (economic risk), just as trade payables and receivables as well as cash denominated in a foreign currency may
be affected by fluctuation in exchange rates, impacting the statement of comprehensive income (transaction risk). Finally, exchange rate
fluctuations are also reflected in consolidated net profit and equity, given that the financial statements of several subsidiaries are prepared in
a currency other than the euro and then translated (translation risk).

3.4.2.5. Impairment loss on investments

Due to the evolution of economic and trading environments, and uncertainty affecting them, D’Ieteren is facing the risk of a potential
decrease in the value of its investments. If occurring, this could lead to the recognition of non-cash write-downs on shares and impairment
losses in the income statement. D’Ieteren mitigates this risk by regular business review meetings with the management of the business units,
periodic review of financial performance and key performance measures and regular active review of the long term financial planning and
budgeting process together with the local management.

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3.4.3. Other risks

3.4.3.1. Compliance risk

In geographies where D’Ieteren’s businesses have significant market shares and/or are governed by vertical agreements falling in the scope
of Block Exemption regulations, the key legislative risk relates to Competition Law. Any Competition Law breach could result in significant
fines. In addition to this, there has recently been a significant development in Data Protection legislation with substantial fines for violations.

In order to mitigate these risks, clear policies and legal monitoring have been put in place and widely communicated. Their application is
audited on a regular basis.

3.4.3.2. Integrity risk

D’Ieteren’s reputation or assets may be affected if unethical or fraudulent activities were perpetrated by employees, customers, suppliers
or agents against D’Ieteren for personal gains, or if D’Ieteren was considered jointly responsible for such acts perpetrated by third parties.

The company has in place a series of measures in order to avoid these risks to the maximum extent possible, including established policies and
procedures, ethics policy or code of conduct applicable to all staff, appropriate training of the staff, delegation of authority with separation of
duties, management information, internal audit and financial controls.

D’Ieteren / Financial and directors’ report 2016 97