EP GROUP ANNOUNCES ITS INTENTION TO FILE A VOLUNTARY TENDER OFFER FOR FNAC DARTY SECURITIES, UNANIMOUSLY WELCOMED BY THE COMPANY’S BOARD OF DIRECTORS

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EP Group, via its subsidiary EP FR HoldCo, today announces it has entered into a tender offer agreement with Fnac Darty (the “Company”) whereby it intends to file a voluntary public tender offer in cash for the Fnac Darty shares (the “Shares”, ISIN code: FR0011476928, ticker: FNAC) and bonds convertible into or exchangeable for new or existing shares (the “OCEANEs”, ISIN code: FR0014002JO2) outstanding it does not own, with no intent to implement a squeeze out (the “Offer”).

EP FR HoldCo is a newly-formed vehicle directly owned at 56 % plus one share by EP Group, a company controlled by Daniel Křetínský, and at 44 % minus one share by J&T Capital Partners.

“Since our entry into the capital in 2021, we have been able to appreciate the strength of Fnac Darty's omnichannel model and the relevance of its "Beyond Everyday" strategy. With this friendly offer, which has been welcomed by the Board of Directors, we want to consolidate our commitment by becoming the majority shareholder in the long term. We are committed to supporting the current management team led by Enrique Martinez and ensuring the Company's French foothold, while providing an attractive liquidity opportunity to shareholders who wish to do so.” Daniel Křetínský, Chairman and CEO of EP Group.

Since its initial investment in 2021, the company VESA Equity Investment, affiliate of the EP Group, has supported Fnac Darty and has developed a thorough understanding of the Company, its strategy and its markets. As of 26 January 2026, VESA Equity Investment holds 28.5 % of Fnac Darty Shares.

The objective of the Offer is for EP Group to become the long-term majority shareholder of Fnac Darty and reaffirm its support to the Company, its management and its ambitions as set out in the “Beyond everyday” strategic plan for 2030. If the Offer is successful, EP Group intends to:

• keep the registered office and the management of the Company in France;
• maintain the composition of the management;
• modify the composition of its Board of Directors to reflect the new shareholder base.

EP Group does not intend to change the Company’s dividend policy.

The Offer is fully funded from available resources, and EP Group has secured a backstop financing at attractive terms, to cater for any potential early reimbursement of the Company’s funding due to any change of control provisions.

The Board of Directors of Fnac Darty unanimously welcomed the Offer without prejudice to the reasoned opinion to be issued by the Board of Directors following the submission of the report on the financial terms of the Offer by the independent expert to be appointed pursuant to Article 261-1 I and II of the General Regulations of the French Financial Markets Authority (Autorité des marchés financiers, or the “AMF”).

The Offer price of €36 per Share (2026 dividend for the 2025 financial year attached[1]) will be paid in cash and implies:

• 19 % premium to the closing price as of 23 January 2026, the last trading day before the present announcement of the Offer;
• 24 % premium to the 1-month VWAP as of 23 January 2026;
• 26 % premium to the 3-month VWAP as of 23 January 2026.

Based on this Offer price, the equity value of Fnac Darty is €1.1 billion based on all the Shares outstanding.

The Offer price of €81.09 per OCEANE (including €0.06 accrued interest[2]) will be paid in cash.

The Offer will represent an immediate liquidity at an attractive premium for Fnac Darty shareholders and holders of OCEANEs, while at the same time leaving the choice to continue supporting the Company's ambition by retaining their Shares or OCEANEs.

EP FR HoldCo does not intend to implement a squeeze-out procedure for the Company's Shares, in accordance with the provisions of Articles L. 433-4 II of the French Monetary and Financial Code and 232-4 and 237-1 et seq. of the General Regulations of the AMF, in the event that, at the end of the Offer or, where applicable, the reopened Offer, the Shares not tendered to the Offer by minority shareholders do not represent more than 10 % of the Company's share capital and voting rights of the Company.

Furthermore, EP FR HoldCo does not intend to implement a squeeze-out procedure for the OCEANEs, in the event that, at the end of the Offer or, where applicable, the reopened Offer, the Shares not tendered to the Offer by minority shareholders, and the Shares that may be issued following the conversion of OCEANEs not tendered in the Offer or, where applicable, the reopened Offer, do not represent more than 10 % of the fully diluted number of Shares of the Company.

Similarly, EP FR HoldCo does not intend to request Euronext Paris to delist the Shares, to merge with Fnac Darty, nor to engage any other legal reorganization involving Fnac Darty.

The Offer will be subject to the satisfaction of customary conditions, including regulatory approvals, as well as the completion of the information and consultation process with the relevant employee representative bodies.

The Offer will not be subject to any success threshold, other than the statutory caducity threshold of more than 50 % of the share capital or voting rights pursuant to Article 231-9 I of the General Regulations of the AMF, and will not be subject to any financing condition.

It is expected that the Offer will be filed with the AMF before the end of the first quarter of 2026, in coordination with the Company's governance bodies, including the ad hoc committee set up by the Board of Directors to monitor the work of the independent expert and to prepare the reasoned opinion on the Offer and its consequences for Fnac Darty, its shareholders and its employees. The Offer will be subject to the review of the AMF, which will assess its compliance with applicable legal and regulatory provisions.

BNP Paribas acts as lead financial advisor and Crédit Agricole CIB and Société Générale act as financial advisors to EP FR HoldCo in relation to the transaction. De Pardieu Brocas Maffei acts as legal advisor.

Daniel Častvaj, Corporate Communications Director, EP Group

m: +420 604 211 864 | [email protected] | www.epgroup.eu

EP Group is one of Europe’s largest privately owned industrial conglomerates, operating across all EU member states and the United Kingdom. With a strategic focus on Logistics, Food Wholesale & Retail, Media, and E-commerce, the Group provides the essential services that form the backbone of modern society. Built on a foundation of energy and infrastructure, EP Group maintains an investment-grade profile and a highly resilient portfolio. On a pro forma basis, the Group generates annual revenues of approximately €80 billion and EBITDA of €8 billion, delivering reliable and efficient solutions to millions of households across Europe.

Daniel Křetínský is the majority shareholder, Chairman, and CEO of EP Group. He holds key leadership roles across the portfolio, notably as Chairman of EPH (a leading European energy utility) or International Distributions Services. Mr. Křetínský is also the majority shareholder of EP Equity Investment (EPEI), which holds significant stakes in major international retailers and postal services, including Casino Guichard-Perrachon, J Sainsbury and PostNL. In professional sports, he is the Chairman of AC Sparta Prague and a major shareholder in West Ham United F.C.

Founded in 2021, J&T Capital Partners is a Czech-based holding company that consolidates and manages the joint investments of Patrik Tkáč (and J&T Group) with Daniel Křetínský. The firm focuses on the strategic development of shared ownership interests across selected international projects. J&T Capital Partner shareholders are J&T CAPITAL INVESTMENTS, which is the controlling shareholder of the holding company, and the J&T Alliance SICAV fund, through which qualified investors of the J&T ARCH INVESTMENTS fund can participate economically in the company.

Fnac Darty is a European leader in the omnichannel retail of consumer electronics and domestic appliances, culture and leisure products. Operating in 14 countries, it employs nearly 30,000 employees and has a multi-format network of more than 1,500 stores, with a strong web position and a growing number of subscribers to its services. Fnac Darty’s revenue was over €10 billion in 2024 on the new perimeter including the Italian leader Unieuro. With its 2030 plan Beyond everyday, Fnac Darty is expanding its European footprint and deepening its shift towards a model focused on omnichannel, services, and circularity.

[1] Subject to the approval of Fnac Darty shareholders’ general meeting.

[2] Assuming an interest period starting on 23 March 2026 and ending on 15 July 2026, as the expected settlement date of the initial acceptance period. The Offer price per OCEANE will be adjusted according to the actual settlement date of the initial acceptance period.