Thank you. Good morning to all of you.

Thank you so much for joining us this morning at a very short notice. Of course, we have some very important information to share with you, and we're very committed to maintaining a regular and transparent dialogue with you.

The agenda, I'll of course start by presenting the offer that we've received and which was the subject of a meeting by our board over the weekend and then the release this morning. Then Jean-Brieuc will present our preliminary results for 2025 at this stage, and of course, after that, we'll be happy to take your questions.

For those of you connected on the webcast, on page 4 of the presentation. The big news this morning, as you've seen, is that EP Group forwarded to Fnac Darty board on Friday evening, after market close, a public tender offer in cash for all our shares giving access to Fnac Darty capital.

As EP Group is the leading group shareholder since 2023 through its subsidiary Vesa. Without prejudging the opinion of the workers council and the reasoned opinion of the board, we already welcome this expression of interest.

Over the years, we've built a relationship of trust with EP Group, has allowed us to implement an ambitious strategy, firstly, with our plan Everyday that ended in 2025 successfully, and now with Beyond Everyday announced in June 2025 through 2030. It also allowed us to get the necessary support for the transformative acquisition of Unieuro in Italy.

We're very pleased with that. Jean-Brieuc, of course, will comment on the detailed performance at the end of February, but we can already welcome this transaction in detail.

What are the characteristics of the offer? EP Group is proposing a cash purchase offer for Fnac Darty shares at price €36 per share, as well as the OCEANE convertible bonds of the company unit price of €81.09.

The offer is subject to the success threshold that's mandatory of 50% of the capital and voting rights planned by the French financial markets authorities. EP indicated that it doesn't plan to implement a mandatory squeeze-out procedure after the offer.

The board met over the weekend and noted the intention of Daniel Křetínský to continue the main strategic policies implemented by the company. After a detailed review of the planned offer, the board favorably welcomed this transaction.

Now, of course, it doesn't anyway prejudge the reasoned opinion that it'll issue after the report by the independent expert and that of the staff reps committee. The board has set up an ad hoc committee chaired by Sandra Lagumina, comprising three other board members.

Upon recommendation of this ad hoc committee, the board appointed Ledouble, represented by Madame Agnès Piniot, as an independent expert in order to draw up a report on the fair nature of the financial characteristics of the offer. The reasoned opinion of the board, the expert opinion will be made public in due course, a filing to the AMF.

In the event of confirmation, the filing of the public offer should occur before the end of Q1 2026, subject to certain regulatory approvals, notably in respect of financial subsidies and antitrust controls, and an analysis by is planned, but no obstacle to submission of the offer. Slide 5, this offer is part of a solid partnership.

EP Group, through Vesa, holds 28.5% of the capital and is the leading shareholder of the group since 2023. It's a milestone to support the acceleration of our strategic plan Beyond Everyday, and they'll conserve the current dividend policy.

The offer must be reviewed in detail, refuted all the necessary authorization. We can say is the board welcomes this expression of interest by our shareholder.

It's fully part and parcel of an ambitious strategy to strengthen our leadership on our markets over time, define the new retail standards that make sense. As part of the offer, we published a preview of results for transparency.

I'll hand over to Jean-Brieuc in a moment to tell you about that. I'd like to say that we've delivered a very strong year in a context that is challenging, particularly in France.

We've reached 2% EBIT margin. Cash flows very positive.

The good performance of countries outside France, particularly Italy, that has shown very strong increase of its operating income, is very satisfactory. Over now to Jean-Brieuc.

Thank you, Enrique. Good morning and Happy New Year to everyone.

Thank you for being here. Let's start with slide number 7 with a technical point on the restatement of our numbers for 2024.

Since H1 2025, we've based our financial communication on 2024 data deemed comparable, that is including the integration of Unieuro on 12 months and a deconsolidation of the ticketing business. Today, we present the 2024 data restated to take into account two major events: first, the reclassifying under IFRS 5 at the bottom of the P&L of Nature & Découvertes.

The challenges met for a number of quarters [clears throat] continued in spite of the initiatives taken to relaunch the activity, to stimulate the business. Therefore, we started a process to look for a partner with a view to enabling the brand to have a shareholding and governance framework more in line with its model and its transformational needs.

The business is now reclassified under IFRS 5 in the consolidated financial statements as of 31 December 2025. This means that there's €172 million less in revenue, but a positive effect on current operating profit to the tune of €14 million.

The second restatement is more marginal. It's that Unieuro, as part of the acquisition, we recognized asset depreciation resulting from purchase price allocation to the tune of €6 million in 2024 allocated to the rest of Europe area because it's about Italy.

The numbers which we will comment are based on the 2024 numbers restated, i.e. €10.3 billion in revenue and €200 million in operating profit.

Let's move on to the preliminary results for 2025, slide 8. Business in France was down, especially in stores.

The numbers published by the French central bank confirmed a particularly challenging context for the retail industry with strong pressure on consumption and household confidence. In this context, nonetheless, Fnac Darty maintained to outperform the market with its multichannel strategy and service-oriented policy.

The rest of Europe generated very satisfactory performance. Revenue for the group at end 2025 is expected to be stable at 0.7% on a like-for-like basis to the tune of €10.3 billion at the end of the year, with a negative impact from France in Q4 -0.6% on like-for-like basis.

The operating profit at end 2025 is expected to be 1.2% to €203.1 million. Current operating profit for France should be down with a negative quarter Q4, whereas that of rest of Europe is slightly up thanks to Italy.

We'll tell you more in February. If you take into account the restatement under IFRS 5 of Nature & Découvertes and the PPA mentioned with the acquisition of Unieuro, current operating profit is expected to reach 2.0% at end 2025, up 5 basis points.

With an optimized management of WCR, free cash flow from operations is expected to reach €145 million in line with 2024, not including asset disposal in H1 2024. Net CapEx showed an income of €21 million and not an expenditure because we disposed of assets, a logistic warehouse in the Paris area.

We're confident for the implementation of our strategic plan Beyond Everyday presented in last June, and we'll give you the number in 2030. We now can take your questions waiting for the presentation in February 25.

Yes, good morning to both of you. I've got three questions if I may.

Three questions: on slide 7, on the revised financial 20, isn't there a typo in your presentation? €193 million for Fnac Darty, negative impact of Nature & Découvertes of 14 which would bring us to 207, a negative impact of €6 million for Unieuro which would bring us to €213 million.

The negative €6 million of Unieuro, isn't it the opposite, €6 million positive, which would be 207 - 6, that is the €200 million. Am I mistaken on the typo that seems to be on slides?

Then the cost price of the 28% of Fnac Darty by Křetínský, can you just remind us of that given his recent transaction, the slight disposal? Third question with Ceconomy, have you contacted Ceconomy that owns 22% of Fnac Darty share, 21.9% of the capital to be precise?

What was his answer if yes? At Ceconomy, securities were restated with an accounting provision.

From my calculations and from what I see, the cost price would be €262 million for Ceconomy. At €36, it's cost price would be negative to the tune of €33 million because it'd be €230 million.

We'd have further depreciation of €30 million at Ceconomy. Can you enlighten us as your contacts on this matter?

Thanks for the answering the three questions.

I can maybe start with that for the second and third, and then I'll hand over to Jean-Brieuc for the financials. We don't know the price that Fnac Darty You see the position was built up over time in a more assertive manner since 2023, but I'll let you do the math or there may be some other analysts who can assist us with that.

So? We have a small idea of that.

I'm sure you do. I'm sure you have a precise idea about that.

On Ceconomy, to our knowledge, they discovered the information a bit like everyone else, and we're not aware of contacts between our shareholders. Maybe there were some.

I don't know. Frankly, I won't speculate.

They'll assess others' expression of interest and their contribution or not, but once again, we're not going to speculate. In due course, they'll speak out and speak their mind.

We're waiting. We don't know.

We're like you.

To answer the first question, Alexandre, on the bridging of accounts: last year, there was €192.5 million in current operating profit. There was €18 million in losses from Nature & Découvertes.

As to the PPA, it is an expense in 2025. It was negative in 2025, it's removed on both sides, it's 193 + 14 + 600.

It's not clear on the slide. On the slide it was only on one side, and so when I 193 + the 14, well, -14 - 6, I got -213.

If it's an expense, then it's 193 + 14 + 6, you end up with a strange 213 number. That's the slide I couldn't read when I did my math this morning.

The display is a bit misleading. We'll correct that.

Thank you.

Good morning. Thank you for this presentation, and thank you for taking my question.

I have two questions. A technical question: EP already is a shareholder of the company.

My understanding is that the change of control would not be triggered by the bonds unless there was a change in the rating. I'd like to clarify that point.

The second question is about the way you could reach the 50% threshold. Do you need to get funds outside Fnac Darty?

Then for the refinancing because of this new offer, is there anything on the cards?

Regarding the bonds, there's a change of control that applies if there is a downgrade by two rating agencies, and so we'll have to wait what the rating agencies have to say about this tender to see whether this change of can apply. We don't know whether they did.

As to Křetínský's quota, how he will finance this, he said on his own funds. There would be no additional debt for Fnac Darty.

De facto, as you can well imagine, there's no need for refinancing. We have three We have two bonds due in 2029 and 2032, and an RCF which is in 2031 with two extra years, nothing in the short run.

Okay. Thank you for these clarifications.

Just to be clear, Daniel Křetínský will have his tender and backstops to respond to this? Thank you.

Yes, since there are no further questions and it's a highly important topic, Nature & Découvertes disposal announced this morning, could you tell us a bit more about the underlying reasons? Even if you discussed it in the presentations, do you have any ideas on the possible acquirer, French or foreign, and an order not of the transaction price, but what is the cost and what criteria might you view the valuation?

The company has these past few quarters experienced some challenging times. Question concerns Nature & Découvertes.

Yes, thanks for your question. We state this briefly in the presentation, and Jean-Brieuc referred to it.

We intensively, these past few years, set up a transformation plan said to lead to turn around Nature & Découvertes that's showing an operating loss. As you see, It was a very intense plan.

It was conducted very brilliantly, but we arrived at the conclusion with the agreement of the board for the next stage, for the next cycle said to lead to sustaining the model transformation that this is not the best shareholder. There was a disruption of the model for Fnac Darty and the market, we must look at how best to turn it around, transform it.

That's a discussion to be had with the potential buyer and the reality. With its successive strategic plans, acquisition in Italy, opening up to service has shifted the strategy of the group, and Nature & Découvertes is less central to our project, in spite of the work undertaken by the teams that we welcome, which will continue to operate and change the transformation model.

We believe it interesting to open up new horizons and to identify a new buyer who'll be able to carry forward the brand successfully. It's too soon.

The decision has just been made. We're at the end of the year, opening up potential opportunities here to accompany us to deliver this process according to the right timeline.

We're very attentive to the quality of the partner's plan in the full interest of the company. It's too soon to say, and we're not making any forecasts on values, etc.

We'll have time to set that out or not during the course

If I may, I've just got one final question on the Bercy, the Finance Ministry, the French Ministry of the Economy was directly involved the takeover by the Chinese JD.com, to see Economy attentive to what was happening to Fnac Darty. Have you contacted the Finance Ministry?

Since yesterday, it was actually yesterday that appeared that your board met. What the position of French Finance Ministry might be on this

deal? Of course, they were informed since this morning.

There've been exchanges, and the coming hours and days, there'll be deeper contacts to undertake all the administrative procedures and get the necessary green lights on this deal. We're in no way, of course, prejudging what the authorities' stance will be.

We're very confident this project is fully part and parcel of the company's interest, and there's, of course, a rationale of rooting sovereignty around France and Europe around retail and service sector that are committed for a sustainable transformation, a plan that should be supported at every level. We're not prejudging what the view of the authorities will be, all that is planned in the timeline in the context that will be forged rapidly.

Thanks for that.

Good morning. Yes, I have a question on Nature & Découvertes, and thank you, Alexandre, for raising the point.

A question about Vesa. They have 10% of the shares, and the cost price is pretty high.

Is that why the tender offer is taking a commitment for no squeeze-out, because you have two shareholders with high cost prices? Is that the reason?

Thank you, Marilyn. I believe they found the tender offer just now, and they will have plenty of time to see for themselves whether they can provide shares for sale.

It's a bit early days to know what they will do. They have to analyze things and to arrive at a decision.

Yes, good morning. I had three questions.

Can you give us details regarding the regulatory authorizations that are required for this? Can you give us details on the timetable, the closing especially?

Then regarding dividends, EP said they didn't want to change their dividend policy. Can you expect a similar payout as last year as you told on Bloomberg, or is this a new situation, a new deal?

The authorizations and this is pretty standard procedure. We have the antitrust procedures, but that the administrative work will take some time, we cannot be definite on the closing time.

We know when the offer will be open, but the closing will be when we have the antitrust. The authorizations must be achieved by EP prior to the tender being offered, and the antitrust part will be while the offer is going.

De facto, that can take some time, and as to the date of the closing, I cannot give you an actual date. As to the dividend policy, yes, it was confirmed.

They said they would maintain the dividend policy in the future. The payout is 40%, and well, we'll discuss the exact numbers with the board when we have the final numbers and when we finalize the allocation of profits on 25 February.

Thank you so very much.

Okay. I think we were very clear.

Thank you for your attendance, and of course, for your question. The team, Laurent, Jean-Brieuc, myself available to take your questions, and see you the end of February for our annual results.

Thanks very much.