Earnings release
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1 Ivry-sur-Seine, France, 26 January 2026, 7:30 a.m. CET 2025 PRELIMINARY UNAUDITED RESULTS ▪ Tender offer for Fnac Darty shares announced today ▪ Q4 estimated stable LFL1, penalised by the underperformance of France at -0.6% LFL1 ▪ Estimated annual revenue of +0.7% LFL1 of which +0.5% LFL1 in France ▪ Current operating income expected at €203 million, up slightly and current operating margin at 2.0% ▪ Estimated Free Cash Flow of around €145 million ▪ Search for a new partner for Nature & Découvertes and reclassification to IFRS 5 ▪ The 2025 annual results will be published on February 25, 2026 EP Group, a company controlled by Daniel Křetínský, has submitted to the Board of Directors of Fnac Darty a draft public tender offer for the outstanding shares and OCEANEs of Fnac Darty. The activity observed in December in France is down, especially in stores. The figures published by the Banque de France last week confirm a particularly difficult context for the retail sector with strong pressure on consumption and household confidence. Fnac Darty continued to outperform the market, thanks to its omnichannel and service-oriented strategy. The rest of Europe recorded a very satisfactory performance. The challenges encountered by Nature & Découvertes for several quarters have persisted despite the initiatives put in place to resume the activity. The Group has decided to launch an active process to search a partner that would be better able to support its development. The activity will be reclassified in the consolidated financial statements as of 31 December 2025 in accordance with IFRS 5. Group revenue at the end of 2025 is expected to be stable LFL1 to €10,330 million, impacted by France's underperformance in the fourth quarter. The Group's current operating income at the end of 2025 is expected to increase slightly to €203.1 million. The ROC of the France zone is expected to decline, impacted by a weak fourth quarter, while that of the rest of Europe is expected to increase slightly, thanks in particular to Italy. After considering the reclassification to IFRS 5 of Nature & Découvertes and the recognition of an amortization of assets resulting from the Purchase Price Allocation (PPA) related to the acquisition of Unieuro, the current operating margin is expected to reach 2.0% at the end of December 2025, an increase of around 5 basis points1. Supported by optimised management of working capital, Free Cash Flow would reach €145 million, in line with 2024 excluding asset disposals carried out in the 1st half of 2024. The Group is confident in its ability to implement its strategic roadmap of the Beyond everyday plan presented on 11 June 2025. The objectives communicated for 2030 are confirmed . The audited 2025 annual results will be published on February 25, 2026, after markets close. 1 LFL data: excludes currency effects, changes in scope, store openings and closures .
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2 Restated 2024 figures (IFRS 5 reclassification of Nature & Découvertes and Unieuro PPA): (in millions of euros) FY 2024 Nature & Découvertes PPA FY 2024 comparable1 Unieuro restated2 Revenue 10,496.0 172.3 10,323.7 Current operating income 192.5 (14.0) (6.1) 200.4 as a % of revenue 1.8% (8.1)% 1.9% Estimated 2025 figures: (in millions of euros) FY 2024 FY 2025 LFL3 Restated2 estimated change Revenue 10,323.7 10,329.8 +0.7% o/w France 6,070.5 6,068.9 +0.5% o/w Rest of Europe 4,253.2 4,260.9 +1.1% Current operating income 200.4 203.1 +1.2% as a % of revenue 1.9% 2.0% +5 bps o/w France 152.4 140.9 o/w Rest of Europe 48.0 62.2 IMPORTANT MENTIONS All figures for the year from January 1 to December 31, 2025 presented in this press release are estimated financial data. These estimated financial data have been prepared according to an accounting and consolidation process similar to that usually used for the preparation of the consolidated accounts. The basis of accounting used for the purposes of this forecast is in accordance with the accounting policies applied by the issuer and described in its half-year condensed consolidated financial statements as at June 30, 2025. However, not all the annual closing procedures have been completed. These estimated financial figures were reviewed by the Company's Board of Directors on January 21, 2026, and have not been audited by the Company's statutory auditors. These data are not derived from consolidated financial statements that have been officially approved by the Company's Board of Directors. The Board of Directors is scheduled to approve the financial statements on February 25, 2026. The 2025 results will be published on February 25, 2026, after the close of trading, according to the provisional publication schedule. *** WEBCAST TODAY AT 10:00 AM (CET) Enrique Martinez, Chief Executive Officer and Jean -Brieuc Le Tinier, Chief Financial Officer, will host a virtual presentation in French (with simultaneous translation into English) for investors and analysts today at 10:00 a.m. (continental time); 9:00 a.m. (UK). The presentation will be streamed live at this link To join the conference call, dial: UK: +44 1 212818004; USA: +1 718 7058796 You can listen to a recording of the presentation at any time, in either French or English, via the website 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 Bénédicte Debusschere – Director of Media Relations and Influence – benedicte.debusschere@fnacdarty.com – +33 (0)6 48 56 70 71 1 Comparable includes Unieuro integration and Ticketing deconsolidation. 2 Restated corresponds to comparable restated from Nature & Découvertes IFRS 5 restatement and Unieuro PPA impact . 3 LFL data: excludes currency effects, changes in scope, store openings and closures.
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1 THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IS NOT AUTHORIZED IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE APPLICABLE REGULATIONS Ivry-sur-Seine - France, 26 January 2026, 7:30 AM CET EP GROUP'S PROPOSED TAKEOVER BID FOR FNAC DARTY AT A PRICE OF €36 PER SHARE, IN CASH ▪ EP Group, a company controlled by Daniel Křetínský, has submitted to the Board of Directors of Fnac Darty a draft tender offer for the outstanding shares and OCEANEs of Fnac Darty ▪ EP Group does not intend to implement a squeeze-out procedure ▪ The proposed price of €36 per share represents a premium of 19% over the last closing share price prior to the announcement of the offer 1, 24% and 26% on the 1- and 3-month volume- weighted average share prices ▪ The Board of Directors of Fnac Darty unanimously welcomed the offer. An ad -hoc committee has been set up and Ledouble has been appointed as independent expert ▪ The offer is expected to be filed with the Autorité des marchés financiers (AMF) before the end of the first quarter of 2026 Key terms of the proposed tender offer and envisaged timetable On Friday, January 23, 2026, after the close of trading, the Board of Directors received an offer from EP Group, a company controlled by Daniel Křetínský, pursuant to which EP Group proposes to file, through a majority controlled company, (EP FR HoldCo2), a public tender offer for Fnac Darty shares at a price of € 36 per share (2026 dividend for the 2025 financial year attached) as well as all of the company's OCEANEs, at a unit price of €81.09 per OCEANE. VESA Equity Investment, an affiliate of EP Group, holds 28.5% of Fnac Darty’s share capital . EP Group also indicated that it did not intend to seek the implementation of a squeeze-out procedure at the end of the offer. The proposed offer is not subject to any success threshold other than the achievement of the legal threshold of more than 50% of the share capital or voting rights provided for in Article 231-9, I, 1° of the AMF General Regulation. The offer is expected to be filed with the Autorité des marchés financiers (AMF) before the end of the first quarter of 2026, which will review its compliance. The offer will be subject to customary conditions, including the receipt of the required regulatory approvals, as well as the completion of the information and consultation process with the relevant employee representative bodies. Favourable reception by the Board of Directors The Board of Directors has taken note of the Offeror's intentions to pursue the main strategic orientations implemented by the Company and its management team as presented in its Beyond everyday strategic plan, to maintain its management team, to maintain its headquarters in France 1 January 23, 2026 2 EP FR HoldCo is a newly incorporated company, directly owned 56% plus one share by EP Group and 44% less one share by J&T Capital Partners, wholly controlled by Patrik Tkáč
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2 and to change the composition of its Board of Directors following the offer in order to reflect its new shareholder structure. EP Group does not intend to change the Company's dividend policy . The Board of Directors also noted that the implementation of this project would provide a liquidity opportunity to shareholders who wish to do so at a price of € 36 per share, representing a premium of 19% over the last closing share price prior to the announcement of the offer1, 24% and 26% over the 1- and 3-month volume-weighted average share price s; as well as to holders of OCEANEs at a price of €81.09 per OCEANE2. After a thorough examination of the Offeror's proposal, the Board of Directors has unanimously welcomed the proposed transaction, without prejudice to the reasoned opinion that will be issued by the Board of Directors following the submission of the independent expert's report or the opinion of the Group Works Council. The Company will initiate an information and consultation procedure with the Group Works Council in connection with the proposed offer. In accordance with the provisions of the AMF General Regulation, the Board of Directors has set up an Ad Hoc committee from among its members, composed mainly of independent directors within the meaning of the AFEP -MEDEF Corporate Governance Code. The Committee is chaired by Mrs. Sandra Lagumina (independent director, chairwoman of the Audit Committee) and also includes Mr. Olivier Duha (independent director, Chairman of the Appointments and Remuneration Committee), Mr. Jean-Marc Janaillac (independent director, Chairman of the Corporate, Environmental and Social Responsibility Committee) and Mr. Jacques Veyrat (Chairman of the Board of Directors) . Ledouble, represented by Mrs. Agnès Piniot, has been appointed by the Board of Directors, on the recommendation of the Ad Hoc Committee, as independent expert to prepare a report on the fairness of the financial conditions of the offer. The Board of Directors' reasoned opinion and the independent expert's report will be made public in due course as part of the Company's draft response note, which will be filed with the AMF and in a press release by the Company. The Board of Directors approved the terms of the Tender Offer Agreement entered into today between the Offeror and Fnac Darty (the "Agreement") governing the respective commitments of the Company and the Offeror in connection with this transaction and auth orized its signature. The main terms of the Agreement are described in the separate press release, posted online by the Company pursuant to Article L.22-10-13 of the French Commercial Code. Jacques Veyrat, Chairman of the Board of Directors, said: “Together with the members of the Board of Directors, we have unanimously welcomed this proposed offer from the Group's largest shareholder. We have mandated Ledouble to conduct an independent appraisal and are starting our work to issue our reasoned opinion to shareholders in the coming weeks, in the best interest of all the C ompany's stakeholders.” Enrique Martinez, Chief Executive Officer, said : “With EP Group, the Group's largest shareholder since 2023 through its subsidiary VESA Equity Investment , we have built a relationship of trust over the years that has enabled us to complete the transformative acquisition of Unieuro. Without prejudging the reasoned opinion of the Board of Directors, we welcome this project by our largest shareholder, which shows renewed support for our Beyond everyday plan and our longer-term strategy.” 1 January 23, 2026 2 Corresponding to their par value of €81.03 plus €0.06 accrued interest assuming an interest period starting on March 23, 2026 and ending on July 15, 2026, as the expected settlement date of the initial acceptance period of the offer. The offer price per 2027 OCEANE will be adjusted according to the actual settlement date of the initial acceptance period
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3 Advisors Rothschild & Co. acts as financial advisor to Fnac Darty in relation to the trans action. Bredin Prat acts as legal advisor. Disclaimer This press release has been prepared for informational purposes only. It does not constitute an offer to buy or a solicitation for the sale of Fnac Darty shares in any country, including France. There is no certainty as to whether the tender offer referred to will be filed or whether it will be opened. The dissemination, publication or distribution of this press release may be subject to specific regulations or restrictions in certain countries. Accordingly, persons in possession of this notice are required to inform themselves of any local restrictions that may apply and to comply with them. WEBCAST TODAY AT 10:00 AM (CET) Enrique Martinez, Chief Executive Officer and Jean -Brieuc Le Tinier, Chief Financial Officer, will host a virtual presentation in French (with simultaneous translation into English) for investors and analysts today at 10:00 a.m. (continental time); 9:00 a.m. (UK). The presentation will be streamed live at this link To join the conference call, dial: UK: +44 1 212 818 004 ; USA: +1 718 705 87 96 You can listen to a recording of the presentation at any time, in either French or English, via the website www.fnacdarty.com. About Fnac Darty Fnac Darty is a European leader in omnichannel retail, a leading player in the sale of consumer electronics, household appliances, cultural and leisure goods. Present in 14 countries, it has nearly 30,000 employees and a multi-format network of more than 1 ,500 stores, with strong positions on the web and a growing number of subscribers to its services. In 2024, the Group recorded sales of more than €10 billion on the new perimeter including the Italian leader Unieuro. With Beyond everyday, its strategic plan for 2030, Fnac Darty is continuing its expansion in Europe and deepening its model based on omnichannel, services and circularity. 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 Bénédicte Debusschere – Director of Media Relations and Influence – benedicte.debusschere@fnacdarty.com – +33 (0)6 48 56 70 71