95% of Unieuro’s share capital exceed

 PRESS RELEASE

Ivry-sur-Seine, France — December 6, 2024, 6:30 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

 95% OF UNIEURO’S SHARE CAPITAL EXCEED

With reference to:

the Offerors hereby announce that, as a result of the Requests for Sale submitted as of today in the context of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA as well as of the Unieuro Shares purchased on the market as of today by Fnac Darty V SAS (“HoldCo”), as a Person Acting in Concert with the Offerors for the purpose of the Offer, the threshold of 95% of the share capital of Unieuro has been exceeded.

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 Reopening of the Tender Period (the “Notice of 12 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 December 5, 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”).

Based on the information available as of today, in the context of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA, additional no. 373,821 Unieuro Shares (equal to 1.79% of the share capital of Unieuro) have been tendered in the Offer. Therefore, taking into account the Unieuro Shares already held by the Offerors and HoldCo as of today and the treasury shares owned by Unieuro, the Offerors, jointly with HoldCo, will come to hold 95.45% of the share capital of Unieuro. In light of the above, the requirements for the exercise of the Right to Squeezeout pursuant to Article 111 of the CFA and for the fulfilment of the Obligation to Purchase under Art.108, par.1, of the CFA have been met. 

Following the conclusion of the Extended Period for the Submission of the Requests for Sale, which will end on 11 December 2024, and whose payment date will be 18 December 2024, the Offerors will implement the Joint Procedure in connection with any further remaining Shares, other than those already held by the Offerors and HoldCo, still outstanding on the New Payment Date of the Obligation to Purchase under Art. 108, Par. 2, of the CFA. The terms of the Joint Procedure will be agreed with Consob and Borsa Italiana pursuant to Article 50-quinquies, paragraph 1, second sentence of the Issuers’ Regulation and which will entail the transfer to the Offerors of the ownership of such further remaining Shares. 

For further information on the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA, as well as on the Joint Procedure, please refer to the Notice of 12 November 2024, the Notice of 15 November 2024 and the Notice of 5 December 2024. In accordance with the applicable regulations, the Offerors will issue a notice on the preliminary results of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA, whereby they will provide information on: (i) the number of Shares targeted by the Joint Procedure; (ii) the terms and timing of the Joint Procedure; and (iii) the procedure and the timing for the delisting of Unieuro. Such information shall then be confirmed in the notice on the final results of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA, which will be issued by 7:29 a.m. on 17 December 2024. 

*****

Legal Disclaimer  

The Offer and the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA 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 and the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA 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 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, 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, 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 multiformat 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