Fnac Darty : Notification & Information notice 2020

NOTIFICATION

• INFORMATION BROCHURE

2020

FNAC DARTY COMBINED

ORDINARY AND EXTRAORDINARY

GENERAL MEETING

Thursday May 28, 2020 at 4:30 p.m.

All our publications can be found

on the website www.fnacdarty.com

CONTENTS

HOW TO PARTICIPATE IN THE GENERAL MEETING

2

BRIEF OVERVIEW OF GROUP ACTIVITIES

8

CURRENT COMPOSITION
OF THE BOARD OF DIRECTORS	18

AGENDA OF THE COMBINED ORDINARY
AND EXTRAORDINARY GENERAL MEETING
OF MAY 28, 2020	21

DRAFT RESOLUTIONS TO BE SUBMITTED
TO THE COMBINED ORDINARY AND EXTRAORDINARY
GENERAL MEETING OF MAY 28, 2020,
AND OBJECTIVES	22

STATUTORY AUDITORS' REPORTS
AND INDEPENDENT THIRD PARTY'S REPORT	43

REQUEST FOR DOCUMENTS AND INFORMATION

63

ANNUAL GENERAL MEETING MAY 28, 2020			FNAC DARTY	1

HOW TO PARTICIPATE IN THE GENERAL MEETING

HOW TO PARTICIPATE IN THE GENERAL MEETING

In the current context of the COVID-19 epidemic and in accordance with the provisions made following the issue of French Decree No. 2020-321 of March 25, 2020, this General Meeting will be held without the shareholders and other persons entitled to attend.

You are therefore invited to cast your vote either by mail using the voting form provided for this purpose, which you must request from CACEIS Corporate Trust as indicated below, or electronically via the Votaccess platform or via the following e-mail address: [e-mail].

You may also give a proxy to the Chairman or a third party in accordance with the aforementioned procedures.

Given that the General Meeting will be held behind closed doors, any shareholder who applies for an admission card will not be

able to vote. It is therefore not necessary, under these exceptional circumstances, to request an admission card.

Remote and electronic participation are now the only means of participation available to shareholders.

Please regularly consult the section dedicated to the General Meeting on the website http://www.fnacdarty.com, which contains the documents referred to in Article R. 225-73-1 of the French Commercial Code, and which will be updated to specify the defi nitive procedures for participating in the General Meeting of shareholders of May 28, 2020.

If you would like further information, you can contact us at the following e-mail address: [e-mail].

GENERAL MEETING HELD BEHIND CLOSED DOORS

The exceptional context of the COVID-19 pandemic, the recently adopted legislative measures, and the provisions made by the French government to curb the spread of the virus have led the Fnac Darty General Meeting to review the system normally used for this event in order to ensure that it is conducted safely. The Combined General Meeting initially scheduled to take place at Espace du Centenaire, 189 rue de Bercy, Paris 75012, France, will therefore be held exceptionally behind closed doors at the Company's registered offi ce at 9 rue des Bateaux-Lavoirs, Ivry- Sur-Seine 94200, France. Shareholders are invited to regularly consult the section dedicated to the 2020 General Meeting on the

Company's website www.fnacdarty.com, which is regularly updated with all the information necessary to enable shareholders to follow this event and exercise their rights. As it is not possible to vote in person, you are strongly advised to vote online via the VOTACCESS secure voting platform or by mail using the paper voting form. You may also vote by proxy. The General Meeting will be broadcasted on the company's website (http://www.fnacdarty.com). The Company will publish the minutes of the General Meeting.

As the General Meeting will be held behind closed doors, no questions may be asked during the meeting and no new resolutions may be added to the agenda.

WHAT CONDITIONS MUST BE FULFILLED IN ORDER TO PARTICIPATE IN THE GENERAL MEETING?

All shareholders, whatever the number of shares they hold, have the right to participate in the General Meeting. To do so, they must demonstrate ownership of their shares, which must be registered in the securities account in their name, whether they are in registered or bearer form, as of the second business day before the General Meeting, namely by midnight Paris time on Tuesday, May 26, 2020 (hereinafter "D-2").

As a result:

• for registered shareholders, the registration of their shares in the Company Register (managed by CACEIS Corporate Trust, holder of the register of shareholders and central organizer of the General Meeting, appointed by the Company) by D-2 is suffi cient; no other steps are necessary; and

• for bearer shareholders, the institutions holding bearer shares ("Financial Intermediaries") shall provide evidence of their customers' shareholder status directly to CACEIS Corporate Trust (appointed by the Company) by producing a shareholding certificate which they attach to the single voting form.

• ANNUAL GENERAL MEETING MAY 28, 2020 FNAC DARTY

HOW TO PARTICIPATE IN THE GENERAL MEETING

SHOULD YOU WISH TO EXERCISE YOUR RIGHT TO VOTE

You have four options:

1. vote by post;
2. give a proxy to the Chairman of the General Meeting;
3. give a proxy to a third party to vote by post (any person of your choice); or

4 exercise your rights online: whether you are a registered or bearer shareholder, Fnac Darty gives you the option to exercise your rights at the General Meeting in just a few clicks, wherever you are. From May 6, 2020, you will be able to use Votaccess, a secure third-partywebsite, to:

• vote,
• give a proxy to the Chairman, or
• give a mandate to a third party to vote by post.

Voting forms will be given to shareholders who request them by letter addressed to CACEIS Corporate Trust - Service Assemblées - 14 rue Rouget de Lisle - 92862 ISSY LES MOULINEAUX Cedex 09 no later than six days prior to the date of the General Meeting or by mail to the following address: [e-mail].

In all cases, you must fi ll out, date and sign the single voting form and send it to CACEIS Corporate Trust or, for shareholders with bearer shares, to your Financial Intermediary. Postal voting forms must be received no later than May 25, 2020.

• Shareholders must obtain the single voting form from their Financial intermediary or by letter addressed to CACEIS Corporate Trust - Service Assemblées - 14 rue Rouget de Lisle - 92862 ISSY LES MOULINEAUX Cedex 09 no later than six days before the date of the Meeting or by e-mail to the following address: [e-mail] return it to this intermediary by mail (at the current postal rate). The Intermediary will forward the single voting form, accompanied by the shareholding certifi cate which they will have previously prepared, to CACEIS Corporate Trust.
• Shareholders may also download the single voting form by post or by proxy, which can be found at the Company's website (http://www.fnacdarty.com).

As an exception to section III of Article R. 225-85 of the French Commercial Code and without the need for a clause in the bylaws to this effect, any shareholder who has already cast an absentee vote, sent a proxy, or requested an admission card or shareholding certificate under the conditions set out in the last sentence of section II of the same article may choose another means of participation, provided that their instruction in this regard reaches the Company within the required timeframe. As an exception to the second sentence of Article R. 225-80 of this code, any previous instructions received will then be considered revoked.

However, if the transfer of ownership takes place before the second business day prior to the meeting (before midnight Paris time on Tuesday, May 26, 2020), the Company will consequently invalidate or modify, as applicable, the vote sent by post, the proxy or the shareholding certifi cate. To this end, the Financial Intermediary shall give notice of the share transfer to the Company or to CACEIS and shall send CACEIS the necessary information.

No transfer of ownership, by whatever means, made after midnight Paris time on the second business day preceding the meeting shall be reported by the Financial Intermediary or be taken into consideration by the Company, notwithstanding any agreement to the contrary.

ANNUAL GENERAL MEETING MAY 28, 2020			FNAC DARTY	3