INVESTOR PRESENTATION April 2019 € 300m Senior Notes due 2024 and € 350m Senior Notes due 2026
DISCLAIMER IMPORTANT: THIS PRESENTATION IS NOT AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL SECURITIES. IT IS CONFIDENTIAL AND IS TO BE USED FOR INFORMATIONAL PURPOSES ONLY. YOU MUST READ THE FOLLOWING BEFORE CONTINUING: Important notice This presentation (including any oral briefing and any question-and-answer session in connection with it) (the “ Presentation ”) is for informational purposes only and is provided on a confidential basis. Disclosure of the information contained in this Presentation to any other person or any reproduction of this information, in whole or in part, without the prior written consent of Fnac Darty S.A. (the “ Company ”) is prohibited and is furthermore subject to the terms of any confidentiality agreements entered into. This Presentation is not intended to, and does not constitute, represent or form part of any offer, invitation, inducement or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities. It must not be acted on or relied on in connection with any contract or commitment whatsoever. It does not constitute a recommendation regarding any securities. This Presentation is only being provided to persons outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”) . By attending this Presentation or by reading the Presentation slides, you warrant and acknowledge that you fall within this category. No securities of the Company have been, or will be, registered under the Securities Act. This Presentation does not purport to be comprehensive or to contain all of the information that a person considering the purchase of the securities or providing any other indebtedness contemplated by the proposed transactions may require for a full analysis of the matters referred to herein. Any purchase of securities in the offering should be made solely on the basis of information contained in the offering memorandum to be published in respect of the offering. This Presentation is based on historical information provided by the Company’s management and advisers or taken from third party sources none of which has been independently verified. There is no guarantee of the accuracy or completeness of such data. The information contained within this Presentation is subject to change without notice, it may be incomplete or condensed, and it may not contain all material information concerning the Company’s and its affiliates and/or connected parties. None of the Company, it subsidiaries, affiliates, associates, or their respective directors, officers, partners, employees, representatives or advisors (collectively, the “Company’s Representatives ”) or any other person makes any representation or warranty, express or implied, as to the fairness, accuracy or completeness of the information contained in this Presentation or otherwise made available or of the views given or implied, nor as to the reasonableness of any assumption contained in such information, and any liability whatsoever (in negligence or otherwise) therefor (including in respect of direct, indirect, consequential loss or damage) is expressly disclaimed. No information, or views given or implied, contained herein or otherwise made available is or shall be relied upon as, a promise, warranty or representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of such information or views. In particular, past performance cannot be relied on as a guide to future performance. None of the Company’s Representatives has independently verified the material in this Presentation. Nothing herein should be construed as financial, legal, tax, accounting, actuarial or other specialist advice. These materials have been prepared by the Company and have not been verified, approved or endorsed by any lead manager, bookrunner, arranger or underwriter retained by the Company and no representation or warranty, express or implied, is made or given by or on behalf of them or any of its subsidiary undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers, as to, the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. This presentation has not been approved by an authorised person in the United Kingdom and is for distribution only to (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “ Order ”) ; (iii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “ Relevant Persons ”) . This presentation is directed only at Relevant Persons and must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. The distribution of this presentation in other jurisdictions may be restricted by law and you should inform yourself about, and observe, any such restriction. This Presentation is not a prospectus for the purposes of the European Union’s Directive 2003/71/EC, as amended (including by Directive 2010/73/EU), as implemented in the Member States of the European Economic Area (the “ EEA ”) . PRIIPS Regulation / Prohibition of sales to EEA retail investors: The securities referred to herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold, or otherwise made available to any retail investors in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “ Insurance Distribution Directive” ), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the securities referred to herein or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities referred to herein or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. MiFID II professionals/ECPs only target market: The target market assessment in respect of the securities referred to herein has led to the conclusion that the target market of the securities referred to herein is eligible counterparties and professional clients only (each as defined MiFID II). This Presentation may include unpublished price sensitive information that may constitute “insider information” for the purposes of any applicable legislation and each recipient should comply with such legislation and restrictions and take appropriate advice as to the use to which such information may be lawfully put. The Company’s Representatives do not accept any responsibility for any violation by any person of such legal restrictions under any applicable jurisdictions. Cautionary note regarding forward-looking statements Statements in this Presentation describing the objectives, projections, estimates and expectations of the Company and its direct and indirect subsidiaries (collectively, the “ Group ”) may be “forward -looking statements” within the meaning of applicable securities laws and regulations. “Forward -looking statements” include, without limitation, statements preceded by, followed by or including the words “aims”, “anticipates”, “believes”, “could”, “expects”, “intends”, “may”, “targets”, “would” or other similar expressions or the negative thereof. These views are based on a number of assumptions and are subject to various known and unknown risks, uncertainties and other facts which in some cases are beyond our control. Such forward-looking statements are not guarantees of future performance and no assurance can be given that any future events will occur, that projections will be achieved or that the Group’s assumptions will prove to be correct. Actual results could differ materially from those expressed, implied or projected, and the Group does not undertake to revise any such forward-looking statements to reflect future events or circumstances. 2
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