Mr Bricolage

Delisting Announcement • Jan 22, 2020

Mr.Bricolage's general shareholders' meeting approves the proposal to transfer the listing of Mr.Bricolage shares to Euronext Growth Paris

This proposal, without issuing any new shares, aims to streamline the costs and constraints involved with listing on the regulated market Euronext Paris

Orléans, 22 January 2020, 6pm – Mr.Bricolage SA, which groups together local independent home improvement and gardening stores, is announcing that it held its general meeting from 10am today at its registered office and the five resolutions put forward were adopted.

Specifically, the shareholders approved the proposal to transfer the listing of Mr.Bricolage SA shares from the regulated market Euronext Paris (Compartment C) to Euronext Growth Paris, and granted full powers to the Board of Directors to initiate this procedure with Euronext Paris.

During its meeting today, the Board of Directors decided to carry out this transfer. Subject to approval by Euronext Paris, the company will be listed on Euronext Growth Paris with an accelerated procedure for admission to trading for the existing shares, without issuing any new shares.

This proposal aims to enable Mr.Bricolage SA to be listed on a market that is more aligned with its scale and its market capitalization. The transfer to Euronext Growth Paris is also expected to simplify the way that the Group operates and reduce the costs relating to its listing, while enabling it to continue to benefit from the advantages offered by the financial markets. It is in line with the Group's strategy to realign itself around its core business, Network Services, ramped up in 2019 with the plan to divest all its directly-owned stores ("Retail" business).

Main consequences of the proposed transfer (non-exhaustive list)

In accordance with the regulations in force, Mr.Bricolage SA is informing its shareholders about the consequences of such a transfer:

In terms of protection for minority shareholders:

• The protection of minority shareholders, in the event of a change of control, will be ensured on Euronext Growth by a mechanism for mandatory public tender offers if the threshold of 50% of the capital or voting rights is passed, directly or indirectly, acting alone or in concert;
• In terms of changes in their shareholding structure, companies listed on Euronext Growth Paris only need to inform the market when the thresholds representing 50% and 95%1 of their capital or voting rights are exceeded or dropped below;
• In accordance with legislation, Mr.Bricolage will, for three years after its delisting from the Euronext market, remain subject to the system governing mandatory public tender offers and its disclosure requirements will remain the same concerning ownership thresholds as applicable for companies listed on Euronext.

¹ This 95% threshold could change or be supplemented shortly.

In terms of periodic financial disclosures, streamlined requirements, including but not restricted to:

• Extension of the timeframe for publishing half-year accounts to four months following the half yearend, including a balance sheet, income statement and comments for the period;
• Streamlining of the disclosures required for the corporate governance report and management report.

Within four months of the year-end, the Company will publish an annual report including its annual financial statements (and consolidated financial statements), a management report and the statutory auditors' reports. To ensure transparency for its investors and shareholders, the Company will choose to continue applying IFRS. It will also prepare a corporate governance report (streamlined content). Within four months of the end of the first half of the financial year, it will publish a half-year report including its half-year financial statements and an activity report relating to these accounts.

In terms of ongoing and regulated disclosures:

Mr.Bricolage will continue to provide accurate, precise and fair disclosures, by making public all inside information concerning the Company, in accordance with the European Market Abuse Regulation (MAR), which also applies to companies listed on Euronext Growth Paris.

The regulated disclosures (and particularly inside information) will still need to be distributed effectively and in full. The Company will continue to work with a professional distribution agency.

Impact on the share's liquidity:

As it is an unregulated market, the transfer to Euronext Growth Paris could result in changes in the share's liquidity that are different from the liquidity seen since the Company was first listed on the regulated market Euronext Paris. This transfer could also result in certain investors, which prefer the securities of issuers listed on regulated markets, selling their Mr.Bricolage securities.

Indicative schedule for the proposed transfer to Euronext Growth Paris (subject to approval by Euronext Paris SA)

24 February 2020: Publication by Euronext of the decision concerning the admission of the securities on Euronext Growth Paris

23 March 2020: Publication of a press release by the Company acknowledging the transfer to Euronext Growth Paris and publication of the information document online

24 March 2020: Admission of Mr.Bricolage's ordinary shares on Euronext Growth Paris (at start of trading)

About Mr.Bricolage

The Mr.Bricolage Group, which develops the well-known brands Mr.Bricolage and Les Briconautes, is the French specialist for local independent DIY retail, with 712 outlets (as of Nov. 30th, 2019) operating under the brands or through affiliates. Internationally, the Group is present in nine other countries with 69 stores. Mr.Bricolage SA is listed on Euronext Paris (ISIN FR0004034320 - MRB)

Contacts

• Marie Calleux, mrbricolage@calyptus.net- 01 53 65 68 68 (financial press)
• Louise Chaulin, louise.chaulin@gmail.com 07 83 35 96 93 (corporate press)

For more information about the Mr.Bricolage Group, visit www.mr-bricolage.com