Fnac Darty : 2026 Notes Redemption Notice

NOTICE OF CONDITIONAL FULL REDEMPTION

FNAC DARTY S.A.

(the "Company")

2.625% Senior Notes due 2026 (the "Notes") ISIN: XS1987729768; Common Code: 198772976

Notice is hereby given pursuant to paragraphs 5 and 9 of the Notes and Section 3.03 of the indenture, dated as of May 14, 2019 (the "Indenture"), by and among, inter alios, the Company, Deutsche Trustee Company Limited, as trustee (the "Trustee") and Deutsche Bank AG, London Branch, as principal paying agent (the "Principal Paying Agent"), that the Company has elected to redeem all of the outstanding €33,017,000 aggregate principal amount of the Notes that remain outstanding on the Redemption Date pursuant to paragraph 5(d) of the Notes and Section 3.07(d) of the Indenture. All capitalized terms used herein and not defined shall have the meanings assigned to such terms in the Indenture.

The terms and conditions of the redemption are as follows:

1. Subject to the satisfaction or waiver of the Financing Condition (as defined below), the redemption date for the Notes will be on the later of (i) May 30, 2024, and (ii) if the Financing Condition (as defined below) has not been satisfied or waived on or by May 30, 2024, the Business Day following the satisfaction or waiver of the Financing Condition (such later date, the "Redemption Date"), provided that the Redemption Date shall not be more than sixty days from the date hereof and the Company shall provide notice to the Trustee and the Principal Paying Agent prior to 10:00 a.m. (London time) on the Redemption Date as to whether the Financing Condition has been satisfied or waived. The record date, on which any Holder of Notes must hold any Notes to be entitled to the Redemption Price, will be the Business Day immediately prior to the Redemption Date (the "Record Date").
2. The redemption price of the Notes is 100.000% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest from November 30, 2023 (the last interest payment date for which interest on the Notes was paid), to, but not including, the Redemption Date, plus any Additional Amounts, if any (the "Redemption Price"). Based on the assumed Redemption Date of May 30, 2024, the Redemption Price will be €33,450,348.13.
3. In order for Holders of Notes to collect the Redemption Price, the Notes called for redemption must be surrendered to Deutsche Bank AG, London Branch as Principal Paying Agent, at 21 Moorfields, London, EC2Y 9DB, United Kingdom, Facsimile No.: [phone], Attention: Debt & Agency Services.
4. Unless the Company defaults in paying the Redemption Price, interest and Additional Amounts, if any, on the Notes called for redemption shall cease to accrue on and after the Redemption Date.
5. The Notes will be redeemed in accordance with Section 3.07(d) of the Indenture and paragraph 5(d) of the Notes.
6. The ISIN and Common Code numbers in relation to the Notes being redeemed are as set forth above. No representation is made as to the correctness or accuracy of such numbers listed in this Notice of Conditional Full Redemption or printed on the Notes. Reliance may be placed only on the other identification numbers printed on the Notes.
7. The Company intends to satisfy and discharge the Indenture pursuant to Section 11.01 of the Indenture prior to the Redemption Date. The Company's obligation to redeem any of the Notes

EU-DOCS48385583.3

on the Redemption Date is conditioned upon receipt by the Trustee or the Principal Paying Agent of aggregate proceeds in a sufficient quantity to pay the Redemption Price for the Notes in full and to pay all related expenses on the Redemption Date (the "Financing Condition"). Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Financing Condition is satisfied or waived by the Company. In the event that the Financing Condition will not have been satisfied (or waived by the Company in its sole discretion) by the Business Day before the date falling sixty days after the date hereof, the redemption of the Notes will not occur, this Notice of Conditional Full Redemption will be automatically rescinded and the Company will provide notice to the Trustee, the Principal Paying Agent and the Holders of the Notes of any such revocation of this Notice of Conditional Full Redemption on or about such date. Accordingly, neither of the Notes shall be deemed due and payable on the Redemption Date unless and until the Financing Condition is satisfied or waived by the Company in its sole discretion. If the Financing Condition is not satisfied or waived, any Notes previously surrendered to the Principal Paying Agent shall be returned to the Holders thereof.

Terms used but not defined herein have the meanings ascribed to them in the Indenture.

Any questions regarding this Notice of Conditional Full Redemption should be directed to the Company at:

Fnac Darty S.A. ZAC Port d'Ivry

9, rue des Bateaux-Lavoirs 94200 Ivry-sur-Seine France

Dated: May 20, 2024

2

EU-DOCS48385583.3