Fnac Darty — M&A Activity 2016

Mar 17, 2016

The Belgian Competition Authority clears the combination of Fnac and Darty

Groupe Fnac ("Fnac") announces it was informed today of the decision of the Belgian Competition Authority regarding the proposed acquisition of Darty plc ("Darty") by Fnac.

The Belgian Competition Authority has unconditionally authorized the combination of Fnac and Vanden Borre without the imposition of any remedies, considering that it would not affect competition in Belgium, satisfying the first of the pre-conditions to the combination. The other pre-condition relates to merger clearance in France.

This announcement will be made available on the Fnac website, www.groupe-fnac.com, in accordance with Rule 26.1(b) of the City Code on Takeovers and Mergers.

ENQUIRIES: Fnac: Groupe Fnac S.A.

Rothschild (Fnac financial adviser) Majid Ishaq Cyril de Mont-Marin

Ondra LLP (Fnac financial adviser) Benoit d'Angelin Robert Hingley

Nadine Coulm +33 (0)1 55 21 18 63

Tel: 020 7280 5000 / Tel: +33 1 4074 4074

Tel: 020 7082 8750

Crédit Agricole Corporate and Investment Bank (Fnac financial adviser) Pietro Sibille Tel: +33 (0)1 4189 8809

About Groupe Fnac - www.groupe-fnac.com: Groupe FNAC is a leading French retail distributor of entertainment and leisure products (including consumer electronics) and a notable player in several other countries in which it operates (Spain, Portugal, Brazil, Belgium, Switzerland, Morocco, Qatar and Ivory Coast). At year-end 2015, Fnac's multi-format network included a total of 199 stores (124 of which were located in France). The Group's network also includes e-commerce websites, including Fnac.com, the third largest French e-commerce website based on average unique visitors (c. 9 million unique visitors per month). An established multi-channel player, Fnac's consolidated revenues totaled €3.9 billion in 2015 and it had more than 14,000 employees.

The International Securities Identification Number for Fnac's ordinary shares is: FR0011476928.

Additional Information

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Fnac-Darty combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Fnac or-Darty pursuant to the Fnac-Darty combination in any jurisdiction in contravention of applicable laws.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or France may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or France should inform themselves about, and observe, any applicable requirements. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom or France.

Important notices relating to financial advisers

N. M. Rothschild & Sons Limited, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting exclusively for Fnac and no one else in connection with the Proposed Acquisition and will not be responsible to anyone other than Fnac for providing the protections afforded to its clients or for providing advice in relation to the Proposed Acquisition or any other matters referred to in this Announcement.

Ondra LLP, which is authorised and regulated by the FCA in the UK, is acting exclusively for Fnac and no one else in connection with the Proposed Acquisition and will not be responsible to anyone other than Fnac for providing the protections afforded to its clients or for providing advice in relation to the Proposed Acquisition or any other matters referred to in this Announcement.

Crédit Agricole Corporate and Investment Bank, which is authorised by the ACPR in France and regulated by the AMF, is acting exclusively for Fnac and no one else in connection with the Proposed Acquisition and will not be responsible to anyone other than Fnac for providing the protections afforded to its clients or for providing advice in relation to the Proposed Acquisition or any other matters referred to in this Announcement.