Fnac Darty S.A. announces the results of the repurchase of its outstanding OCEANEs due March 2027 via a reverse bookbuilding process

Groupe FNAC

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Ivry-sur-Seine, France, April 1, 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) ("U.S. PERSON”) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (TOGETHER, THE "UNITED STATES”) OR IN AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Fnac Darty S.A. announces the results of the repurchase of its outstanding OCEANEs due March 2027 via a reverse bookbuilding process

Fnac Darty S.A. (the "Company”), today announces the results of the repurchase of a part of its bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs) due March 2027 (the "Repurchase”).

The Company has collected, via a reverse bookbuilding process launched on March 31, indications of interest from holders of the outstanding bonds convertible into new shares and/or exchangeable for existing shares due March 23, 2027 (FR0014002JO2) (the "OCEANEs”).

As at the close of this reverse bookbuilding process carried out by Natixis, the Company has decided to accept the repurchase of 1,915,033 OCEANEs in an aggregate principal amount of €155.2 million, representing approximately 77.6% of the aggregate number of the OCEANEs initially issued.

The repurchase price pursuant to this process was set at €77.25 per OCEANE representing a total consideration of approximately €147.9 million.

The settlement of the Repurchase is expected to take place on April 8, 2025 and is conditional upon the settlement of the new €300 million senior notes due 2032 to be issued by the Company on 2 April 2025.

The OCEANEs accepted by the Company in the Repurchase will be cancelled thereafter in accordance with their terms and conditions.

This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities.

For other information, please contact:

The Dealer Manager

Natixis
7, promenade Germaine Sablon
75013 Paris
France
Attention: Sales Convertible Bonds / SECM Syndicate
Email: ld-m-equityflowsalescb@natixis.com / ld-secm-syndicate-team@natixis.com

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Important notice

This press release may not be released, published or distributed, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No communication or information relating to the Repurchase may be distributed to the public in a country where a registration or approval is required. No action has been or will be taken in any country in which such registration or approval would be required.

The Repurchase is addressed solely to qualified investors, excluding the United States of America, Australia, Canada and Japan and any other jurisdiction where the Repurchase would be prohibited by applicable law.

No communication and no information in respect of the repurchase of the 2027 OCEANEs may be distributed to the public in any jurisdiction where a registration or approval is required.

This press release does not constitute an invitation to participate in the Repurchase in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such repurchase or offer under applicable securities laws. The release, publication or distribution of this press release in certain jurisdictions may be restricted by law. Consequently, any persons in such jurisdiction in which this press release is released, published or distributed are required by each of Fnac Darty and the financial intermediaries to inform themselves about, and to observe, any such restrictions.

None of Fnac Darty and the financial intermediaries makes any recommendation as to whether or not the holders of the 2027 OCEANEs should participate in the Repurchase.

About Fnac Darty
Operating in 14 countries, Fnac Darty is a European leader in the retail of consumer electronics and domestic appliances, entertainment and leisure products. Since 2021, the Group has accelerated its shift towards a model focused on omnichannel, services, and sustainability. Fnac Darty’s revenue was around €8 billion in 2024, including 22% of online sales. With over 30,000 employees and a multi-format network of more than 1,500 stores since the acquisition of Unieuro, the Group is also a major e-commerce player, ranked #2 in France.
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 – laura.parisot@fnacdarty.com – +33 (0)6 64 74 27 18

PRESS
Bénédicte Debusschere – Head of Media Relations and Influence – benedicte.debusschere@fnacdarty.com – +33 (0)6 48 56 70 71

Attachment

• FALCON - Results Press Release (Repurchase) (EN)