FNAC Fnac Darty SA

Final Results: 96.70% of the share capital of Unieuro succesfully reached (including treasury shares)

PRESS RELEASE
Ivry-sur-Seine, France — December 12, 2024, 6:15 pm CEST

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IS NOT PERMITTED IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE THE RELEVANT APPLICABLE REGULATION

VOLUNTARY PUBLIC TENDER AND EXCHANGE OFFER FOR ALL THE SHARES OF UNIEURO

FINAL RESULTS OF THE PROCEDURE TO COMPLY WITH THE OBLIGATION TO PURCHASE UNDER ART. 108, PAR. 2, OF THE CFA

TERMS AND CONDITIONS OF THE JOINT PROCEDURE

• Final results of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA: 3.04% of Unieuro’s share capital tendered, which cumulated with the 93.32% already owned by the Offerors and Holdco and the treasury shares, represents 96.70% of Unieuro’s share capital
• The New Payment Date of the Obligation to Purchase under Art. 108, Par. 2, of the CFA will be 18 December 2024
• The Joint Procedure will last for 5 Trading Days, i.e. 19, 20, 23, 27 and 30 December 2024
  
  

NOTICE PURSUANT TO ARTICLES 41, PARAGRAPH 6, AND 50-QUINQUIES, PARAGRAPHS 2 AND 5, OF THE REGULATION ADOPTED BY CONSOB BY RESOLUTION NO. 11971 OF MAY 14, 1999, AS SUBSEQUENTLY INTEGRATED AND AMENDED (THE “ISSUERS’ REGULATION”)

With reference to:

• the voluntary public tender and exchange offer (the “Offer”) pursuant to Articles 102 and 106, paragraph 4, of the Italian Legislative Decree no. 58 of February 24, 1998, as subsequently integrated and amended (the “CFA”), launched by Fnac Darty SA (“Fnac Darty”) and RUBY Equity Investment S.à r.l. (“Ruby” and together with Fnac Darty, the “Offerors”) for all of the ordinary shares of Unieuro S.p.A. (“Unieuro” or the “Issuer”) not already held by the Offerors, including the treasury shares directly or indirectly held, from time to time, by Unieuro, as well as
• the consequent Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA,

following the press release published on 11 December 2024 concerning the preliminary results of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA , the Offerors hereby announce the final results of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA.

All terms not defined in this press release shall have the same meaning given to them in the offer document, approved by Consob with resolution no. 23231 of 23 August 2024, and published on 24 August 2024 (the “Offer Document”) among others, on the website of Unieuro (www.unieurospa.com) and on the website of Fnac Darty (www.fnacdarty.com), as well as in (i) the notice published on 12 November 2024 concerning the final results of the Reoening of the Tender Period (the “Notice of November 2024”), (ii) the notice published on 15 November 2024 whereby supplemental information on the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA was provided (the “Notice of 15 November 2024”) and (iii) the notice published on 5 December 2024 concerning the extension of the Period for the Submission of the Requests for Sale for additional no. 3 Trading Days (the “Notice of 5 December 2024”).

FINAL RESULTS OF THE PROCEDURE TO COMPLY WITH THE OBLIGATION TO PURCHASE UNDER ART. 108, PAR. 2, OF THE CFA

Based on the final results communicated by Intesa Sanpaolo S.p.A., in its capacity as Intermediary Responsible for Coordinating the Collection of Tenders, in the context of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA, Requests for Sale were submitted for no. 634,430 Remaining Shares. Such Remaining Shares represent: (i) 3.04% of the share capital of the Issuer, and (ii) 34.37% of the Remaining Shares subject to the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA.

The final results above are therefore the same as the preliminary results of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA disclosed on 11 December 2024.

In connection with the 634,430 Remaining Shares for which Requests for Sale were submitted in the context of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA:

(i)     the Consideration for the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA (namely, for each Unieuro Share, Euro 9.00, as Cash Portion, and no. 0.1 newly issued Fnac Darty shares, as Share Portion) will be paid to the holders of 272,933 Remaining Shares (representing 43.02% of the shares tendered during the Extended Period for the Submission of the Requests for Sale); and

(ii)     the Full Cash Alternative Consideration (namely, 11.67208 Euro per each Remaining Share) will be paid to the holders of 361,497 Remaining Shares (representing 56.98% of the shares tendered during the Extended Period for the Submission of the Requests for Sale).

From the beginning of the Extended Period for the Submission of the Requests for Sale to the date hereof, HoldCo, as Person Acting in Concert with the Offerors for the purposes of the Offer, has made purchases on the market, as communicated in compliance with the applicable regulatory provisions, on 25 November, 26 November, 27 November, 28 November, 29 November, 2 December, 3 December and 4 December 2024 for a total of no. 453,858 Shares, representing approximately 2.18% of the Issuer’s share capital.

Therefore, taking into account (i) the no. 634,430 Remaining Shares for which Requests for Sale were submitted in the context of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA according to the final results indicated above and (ii) the no. 19,457,411 ordinary shares of Unieuro already held by the Offerors and HoldCo as of today, on the New Payment Date of the Obligation to Purchase under Art. 108, Par. 2, of the CFA, the Offerors and HoldCo, jointly considered, will come to hold a total of no. 20,091,841 ordinary shares of Unieuro, equal to 96.37% of the share capital of the Issuer. Adding together the no. 70,004 Treasury Shares held by the Issuer as of today’s date, the total stake held in the share capital of Unieuro by the Offerors and HoldCo, directly and, as regards the Treasury Shares, indirectly, at the end of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA will consist of no. 20,161,845 shares, representing 96.70% of the Issuer’s share capital.

PAYMENT OF THE CONSIDERATION DUE TO THE REQUESTING SHAREHOLDERS

The consideration due to the holders of the Remaining Shares that submitted Requests for Sale during the Extended Period for the Submission of the Requests for Sale – in the form either of the Consideration for the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA or the Full Cash Alternative Consideration – will be paid by the Offerors on the New Payment Date of the Obligation to Purchase under Art. 108, Par. 2, of the CFA, i.e. 18 December 2024 (being the fifth Trading Day following the end of the Extended Period for the Submission of the Requests for Sale) against transfer of ownership of the Unieuro Shares to the Offerors, in accordance with the procedures described in the Notice of 12 November 2024 and the Notice of 15 November 2024 (including with respect to the treatment of any Fractional Parts).

In order to pay the consideration to the holders of the Remaining Shares that submitted Requests for Sale during the Extended Period for the Submission of the Requests for Sale, Fnac Darty, in execution of the Offer Capital Increase, will issue no. 27,294 Fnac Darty shares, equal to 0,09% of Fnac Darty’s share capital on the New Payment Date of the Obligation to Purchase under Art. 108, Par. 2, of the CFA. Following such issue, the subscribed and paid-in share capital of Fnac Darty will be represented by no. 29.614.886 ordinary shares. The aggregate amount of the Full Cash Alternative Consideration due to the Requesting Shareholders that so requested in their Requests for Sale is equal to Euro 4,219,421.90.

JOINT PROCEDURE FOR THE FULFILMENT OF THE OBLIGATION TO PURCHASE UNDER ART. 108, PAR. 1. OF THE CFA AND THE SIMULTANEOUS EXERCISE OF THE RIGHT TO SQUEEZE-OUT PURSUANT TO ARTICLE 111 OF THE CFA

In light of the final results indicated above, following the completion of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA the total shareholding directly or (as for the Treasury Shares) indirectly held by the Offerors and HoldCo in the share capital of Unieuro is higher than 95%. As a result, the legal requirements for the exercise of the Right to Squeeze-Out pursuant to Article 111 of the CFA and the fulfillment of the Obligation to Purchase under Art. 108, Par. 1, of the CFA have been met. Therefore, as previously indicated in the Offer Document and, inter alia, in the Notice of 5 December 2024, following the New Payment Date of the Obligation to Purchase under Art. 108, Par. 2, of the CFA, the Offerors will exercise their Right to Squeeze-Out pursuant to Article 111 of the CFA and, concurrently, will fulfill the Obligation to Purchase under Art. 108, Par. 1, of the CFA vis-à-vis the shareholders of the Issuer that so request through a specific Joint Procedure agreed upon with CONSOB and Borsa Italiana (the “Joint Procedure”), the terms and conditions of which are described below.

The Joint Procedure will target all of the no. 687,663 remaining outstanding Unieuro Shares (the “Further Remaining Shares”) not yet held by the Offerors and HoldCo at the New Payment Date of the Obligation to Purchase under Art. 108, Par. 2, of the CFA (excluding Treasury Shares), representing 3.30% of the share capital of the Issuer - plus the no. 8,697 Additional Shares, for a maximum potential aggregate amount of no. 696,360 shares (the “Maximum Potential Further Remaining Shares”) - and will result in the transfer of ownership of each of those shares to the Offerors (including, for the sake of clarity, shares held by shareholders of Unieuro that do not submit any request for sale in the context of the Joint Procedure).

CONSIDERATION FOR THE JOINT PROCEDURE

In the context of the Joint Procedure, the Offerors will pay to any shareholder of the Issuer the same consideration of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, set in accordance with Articles 111, Paragraph 2 and 108, Paragraphs 3 and 5, of the CFA (the “Consideration for the Joint Procedure”) and hence:

(i)     a consideration equal to the Consideration of the Offer, i.e. for each Unieuro Share, Euro 9.00, as Cash Portion, and no. 0.1 newly issued Fnac Darty shares, as Share Portion; or, alternatively,

(ii)     only to those shareholders so requesting in the Request for Sale Concerning the Joint Procedure (as defined below), with respect to all Further Remaining Shares that are the subject of such request, the Full Cash Alternative Consideration, i.e. 11.67208 Euro per each Further Remaining Share, determined pursuant to Article 50-ter, Paragraph 1, letter a), of the Issuers’ Regulation in a measure equal to the sum of (x) the weighted average of the daily VWAP¹ of the Fnac Darty shares recorded on Euronext Paris during the five Trading Days prior to the Payment Date of the Reopening of the Tender Period (i.e. 8, 11, 12, 13 and 14 November 2024) multiplied by 0.1 and (y) Euro 9.00.

Please note that shareholders holding Further Remaining Shares that do not submit any Request for Sale Concerning the Joint Procedure will receive solely the Consideration.

If all of the shareholders of Unieuro were to request the Offerors to purchase all of the Further Remaining Shares asking for the Full Cash Alternative Consideration, the aggregate amount in cash payable by the Offerors for all of the Further Remaining Shares would be equal to Euro 8,026,457.55. In case of issuance of all the Additional Shares before the end of the Period of the Joint Procedure (as defined below), if all of the shareholders of Unieuro were to request the Offerors to purchase all of the Maximum Potential Further Remaining Shares asking for the Full Cash Alternative Consideration, the aggregate amount in cash payable by the Offerors for all of the Maximum Potential Further Remaining Shares would be equal to Euro 8,127,969.63.

PERIOD OF THE JOINT PROCEDURE

The period, as agreed with CONSOB and Borsa Italiana, during which the Offerors will carry out the Joint Procedure and the holders of Further Remaining Shares may, by submitting a Request for Sale Concerning the Joint Procedure (as defined below), request the Offerors to acquire such shares will consist of the 5 Trading Days included in the period starting at 8:30 (Italian time) on 19 December 2024 and ending at 17:30 (Italian time) on 30 December 2024 (the “Period of the Joint Procedure”), i.e. 19, 20, 23, 27 and 30 December, subject to possible extension in accordance with applicable laws and regulations.

PROCEDURE FOR THE SUBMISSION OF THE REQUESTS FOR SALE CONCERNING THE JOINT PROCEDURE AND THE DEPOSIT OF THE FURTHER REMAINING SHARES

The holders of the Further Remaining Shares who intend to request the Offerors to purchase such shares in the context of the Joint Procedure (the “Requesting Shareholders”) shall submit a request for sale by executing and delivering to a Responsible Intermediary, by the end of the Period of the Joint Procedure, the specific form (which will be available, inter alia, at the offices of the Intermediary Responsible for Coordinating the Collection of Tenders and the Responsible Intermediaries and at the Issuer’s and Offerors’ websites) duly completed in all of its parts (the “Request for Sale Concerning the Joint Procedure”) and simultaneously depositing the relevant Further Remaining Shares with such Responsible Intermediaries. The Responsible Intermediaries that will collect the Requests for Sale Concerning the Joint Procedure are the same Responsible Intermediaries that have collected the tenders in the Offer (as indicated in Section B, Paragraph B.3, of the Offer Document) and subsequently, the Requests for Sale in the context of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA, i.e. Intesa Sanpaolo S.p.A. (the Intermediary Responsible for Coordinating the Collection of Tenders), Banca Monte dei Paschi di Siena S.p.A., BNP Paribas Securities Services – Italian Branch, and Equita SIM S.p.A. The holders of the Further Remaining Shares can also deliver the Requests for Sale Concerning the Joint Procedure to, and deposit the Further Remaining Shares indicated therein with, any of the Depositary Intermediaries, provided that the delivery and deposit are made in time for the Depositary Intermediaries to deposit the Further Remaining Shares with a Responsible Intermediary no later than the last day of the Period of the Joint Procedure.

Only those Further Remaining Shares that are duly registered (in dematerialized form) and available in an account of the Requesting Shareholder opened at a Depositary Intermediary may be sold to the Offerors in the context of the Joint Procedure. Moreover, such shares shall be freely transferable to the Offerors, free from encumbrances of any kind and nature, whether in rem, obligatory or personal. Finally, the Further Remaining Shares obtained through transactions performed on the market may be the subject matter of a Request for Sale Concerning the Joint Procedure only after settlement of such transactions in the context of the clearing system.

The Requests for Sale Concerning the Joint Procedure by minors or persons under guardianship or receivership, in accordance with applicable legal provisions, which are executed by the parent(s), guardian(s) or receiver(s), if not accompanied by the authorization of the guardianship or receivership court, will be accepted under reservation and will be satisfied only if the authorization is received by the Depositary Intermediary or the Responsible Intermediary before the end of the Period of the Joint Procedure and the payment of the Consideration for the Joint Procedure relating to such tenders will occur in any case only after the authorization is received.

Since the Unieuro Shares are held in a dematerialized form, the execution and delivery of the Request for Sale Concerning the Joint Procedure will constitute an irrevocable mandate and instruction given by each holder of the Further Remaining Shares to the Responsible Intermediary, or to the relevant Depositary Intermediary at whose securities account the shares are deposited, to perform all the necessary formalities for the transfer of the Further Remaining Shares to the Offerors, including through temporary accounts at such intermediaries, if applicable.

For the entire period that the Further Remaining Shares set forth in a Request for Sale Concerning the Joint Procedure are bound to the Joint Procedure and, thus, until the payment date of the Joint Procedure, the Requesting Shareholders may still exercise the ownership rights (e.g., option rights) and administrative rights (such as the right to vote) pertaining to the Further Remaining Shares, which shall remain the property of such Requesting Shareholders. However, during the same period, the Requesting Shareholders may not transfer or dispose of the Further Remaining Shares.

The Requests for Sale Concerning the Joint Procedure submitted by the holders of Further Remaining Shares (or by their duly empowered representatives) during the Period of the Joint Procedure may not be withdrawn or changed.

DATE AND PROCEDURE FOR THE PAYMENT OF THE CONSIDERATION FOR THE JOINT PROCEDURE. HANDLING OF THE FRACTIONAL PARTS

The settlement of the Joint Procedure, consisting in the transfer to the Offerors of title of all the Further Remaining Shares (including, for the sake of clarity, the shares for which no Request for Sale Concerning the Joint Procedure has been submitted) will be made on the fifth Trading Day following the end of the Period of the Joint Procedure, i.e. on 8 January 2025 (the “Payment Date of the Joint Procedure”).

In particular, on the Payment Date of the Joint Procedure:

(i)     the Share Portion will be paid through the transfer of the Fnac Darty shares due in the securities accounts at the Responsible Intermediaries or the Depositary Intermediaries owned by the Requesting Shareholders;

(ii)     the Cash Portion or, if any, the Full Cash Alternative Consideration will be paid through the transfer of the relevant amount to the Responsible Intermediaries, which shall transfer the funds to the Depositary intermediaries, which in turn shall credit such funds to the Requesting Shareholders in accordance with the instructions issued by the Requesting Shareholders (or their representatives) in the Requests for Sale Concerning the Joint Procedure,

all in compliance with the procedures set forth in the Requests for Sale Concerning the Joint Procedure.

No interest will be paid by the Offerors or any other person on the Cash Portion and on the Full Cash Alternative Consideration.

With respect to the Further Remaining Shares for which no Requests for Sale Concerning the Joint Procedure will be submitted, pursuant to Article 111, Paragraph 3, of the CFA, on the Payment Date of the Joint Procedure, the Offerors will notify Unieuro that (i) the total amount of Fnac Darty shares required for the payment of the Share Portion to the Unieuro shareholders holding Further Remaining Shares that have not submitted a Request for Sale Concerning the Joint Procedure and (ii) the total amount required for the payment of the Cash Portion to the Unieuro shareholders holding Further Remaining Shares that that have not submitted a Request for Sale Concerning the Joint Procedure have been made available with the methods that will be communicated before the Payment Date of the Joint Procedure. Once such notification is made, the transfer of title of all the Further Remaining Shares to the Offerors will be effective and will thus be recorded on the Issuer’s register of shareholders.

If the Requesting Shareholder (who did not request the Full Cash Alternative Consideration in his/her/its Request for Sale Concerning the Joint Procedure) is entitled to a Share Portion composed of a non-integer number of Fnac Darty shares (including in the event the Requesting Shareholder request the sale of a number of Unieuro Shares lower than 10, which is the minimum number of Unieuro Shares that, when multiplied by 0.1, allows to obtain at least 1 Fnac Share as Share Portion of the Consideration), the Responsible Intermediary or the Depositary Intermediary to which the Requesting Shareholder submitted his/her/its Request for Sale Concerning the Joint Procedure will indicate on the Request for Sale Concerning the Joint Procedure the fractional component of such non-integer number (any such fractional component, a “Fractional Part”). Each Responsible Intermediary, also on behalf of the Depositary Intermediaries that have delivered Requests for Sale Concerning the Joint Procedure to it, will inform the Intermediary Responsible for Coordinating the Collection of Tenders of the number of Fnac Darty shares resulting from the aggregation of all the Fractional Parts delivered to such Responsible Intermediary.

Similarly, for those shareholders who have not submitted a Request for Sale Concerning the Joint Procedure and who are entitled to a Share Portion composed of a non-integer number of Fnac Darty shares (including in the event the Requesting Shareholder request the sale of a number of Unieuro Shares lower than 10), the Fractional Parts will be aggregated and the Depositary Intermediaries will notify the Intermediary Responsible for Coordinating the Collection of Tenders of the number of Fnac Darty shares resulting from such aggregation.

The Intermediary Responsible for Coordinating the Collection of Tenders – on behalf and in the name of the relevant shareholders and based on the communication received by each Responsible Intermediary (also through the Depositary Intermediaries) – will aggregate all the Fractional Parts of the Fnac Darty shares and sell the resulting integer number of the Fnac Darty shares on Euronext Paris at market conditions. The cash proceeds of such sales will then be transferred to each Responsible Intermediary that will distribute the respective Cash Amount of the Fractional Part to the relevant shareholders as follows: within 10 Trading Days after the Payment Date of the Joint Procedure, the Intermediary Responsible for the Collection of Tenders will credit the proceeds of the sale (in Euro) to the relevant Depositary Intermediaries (through the Responsible Intermediaries, as far as the amounts to be paid to shareholders that have submitted a Request for Sale Concerning the Joint Procedure are concerned), proportionally to the Cash Amounts of the Fractional Part due to the relevant shareholders of Unieuro. The Depositary Intermediaries will, in turn, distribute and credit such proceeds to the relevant shareholders. No interest will be paid by the Offerors or any other person on the Cash Amount of the Fractional Part.

GUARANTEES OF FULL PERFORMANCE OF THE JOINT PROCEDURE

Fnac Darty will issue up to no. 68,767 new Fnac Darty shares to be delivered as Share Portion of the Consideration (assuming that all the holders of Further Remaining Shares submit Requests for Sale Concerning the Joint Procedure for all their Unieuro Shares without requesting the Full Cash Alternative Consideration or that no Request for Sale Concerning the Joint Procedure is submitted), with a maximum dilution of 0.23%. In case of issuance of all the Additional Shares before the end of the Period the Joint Procedure, on or before the Payment Date of the Joint Procedure, Fnac Darty will issue up to no. 69,636 new Fnac Darty shares to be delivered as Share Portion of the Consideration (assuming that all the holders of the Maximum Potential Further Remaining Shares submit Requests for Sale Concerning the Joint Procedure for all their Unieuro Shares without requesting the Full Cash Alternative Consideration or that that no Request for Sale Concerning the Joint Procedure is submitted) with a maximum dilution of 0.24%.

As guarantee of full performance of the Offerors’ obligation to pay the Cash Portion or, to the Requesting Shareholders so requesting in their Request for Sale Concerning the Joint Procedure, the Full Cash Alternative Consideration, on 15 November 2024 Crédit Agricole CIB, Milan Branch (the “Issuing Bank”) issued a guarantee letter according to which, as further provided therein, the same Issuing Bank irrevocably and unconditionally committed, upon first demand by the Intermediary Responsible for Coordinating the Collection of Tenders, to pay the Cash Portion or the Full Cash Alternative Consideration due from the Offerors for each Further Remaining Share, up to an amount not exceeding the Maximum Potential Aggregate Cash Consideration (as indicated in the Notice of 15 November 2024) and only in the event that the Offerors will not fulfil the obligation to pay the relevant amounts of the Cash Portion and/or the Full Cash Alternative Consideration at the Payment Date of the Joint Procedure.

DELISTING OF UNIEURO SHARES

In accordance with article 2.5.1, paragraph 6, of the Stock Exchange Regulations, Borsa Italiana will order the delisting of the Unieuro shares from the Euronext STAR Milan as from 8 January 2025 (the Payment Date of the Joint Procedure), subject to suspension of the trading of Unieuro Shares during the sessions of 6 and 7 January 2025.

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Legal Disclaimer

The Offer, the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA and the Joint Procedure are being launched exclusively in Italy and will be made on a non-discriminatory basis and on equal terms to all holders of Unieuro shares, as set out in the notice published pursuant to Article 102 of Italian Legislative Decree No. 58 of February 24, 1998 and as further described in the Offer Document published in accordance with the applicable regulations.

The Offer, the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA and the Joint Procedure have not been and will not be made in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the “United States”), Canada, Japan, Australia and any other jurisdictions where making them or tendering therein would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority (such jurisdictions, including the United States, Canada, Japan and Australia, the "Excluded Countries"), by using national or international instruments of communication or commerce of the Excluded Countries (including, by way of illustration, the postal network, fax, telex, e-mail, telephone and internet), through any structure of any of the Excluded Countries’ financial intermediaries or in any other way. No actions have been taken or will be taken to make the Offer and/or the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA and/or the Joint Procedure possible in any of the Excluded Countries.

Copies, full or partial, of any documents relating to the Offer and/or the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA and/or the Joint Procedure, including this press release, are not and should not be sent, or in any way transmitted, or otherwise distributed, directly or indirectly, in the Excluded Countries. Any person receiving any such documents shall not distribute, send or dispatch them (whether by post or by any other mean or device of communication or international commerce) in the Excluded Countries. Any document relating to the Offer and/or the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA and/or the Joint Procedure, including this press release, do not constitute and shall not be construed as an offer of financial instruments addressed to persons domiciled and/or resident in the Excluded Countries. No securities may be offered or sold in the Excluded Countries without specific authorization in accordance with the applicable provisions of the local law of the Excluded Countries or a waiver thereof.

This press release is not an offer to sell or a solicitation of offers to purchase or subscribe for shares.

This press release and the information contained herein are not for distribution in or into the United States. This press release does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Fnac Darty have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

About Fnac Darty

Operating in 13 countries, Fnac Darty is a European leader in the retail of entertainment and leisure products, consumer electronics and domestic appliances. The Group, which has almost 25,000 employees, has a multi-format network of more than 1,000 stores at the end of December 2023, and is ranked as a major e-commerce player in France (more than 27 million unique visitors per month on average) with its three merchant sites, fnac.com, darty.com and natureetdecouvertes.com. A leading omnichannel player, Fnac Darty’s revenue was around €8 billion in 2023, 22% of which was realized online. For more information: www.fnacdarty.com

CONTACTS

ANALYSTS/INVESTORS

Domitille Vielle – Head of Investor Relations – domitille.vielle@fnacdarty.com – +33 (0)6 03 86 05 02
Laura Parisot – Investor Relations Manager – laura.parisot@fnacdarty.com – +33 (0)6 64 74 27 18

PRESS

Marianne Hervé – mherve@image7.fr – +33 (0)6 23 83 59 29

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¹ The daily VWAP being the daily volume weighted average price provided by Euronext Paris.

Attachment

• PR - Final Results of the Sell-Out (ENG)