Availability of documentation for the shareholders' meeting, 29 May
2024
Ivry-sur-Seine, France — May 7, 2024
REGULATED INFORMATION
Information regarding the arrangements
for taking part in the combined general meeting of May 29,
2024
Conditions for obtaining or consulting
the documents prepared for the meeting
The shareholders of the Company are invited to
participate in the Shareholders’ Meeting to be held on Wednesday,
May 29, 2024 at 4.30 pm (Paris time) at:
Urban Station - ESPACE DU
CENTENAIRE 189, rue de Bercy – 75012
Paris
The general meeting will be broadcast live here
(in French only) and a replay will also be available on the
Company’s website www.fnacdarty.com.
Proxy/postal voting forms must be received by
Uptevia by Saturday, May 25, 2024 at the latest.
In addition, the Votaccess online voting
platform will been open at 9 a.m. on Monday, May 13, 2024 and will
remain open until 3 p.m. on Tuesday, May 28, 2024 (Paris Time).
The preliminary notice of meeting containing the
agenda and the proposed resolutions has been published in the
Bulletin des Annonces Légales Obligatoires (BALO – French bulletin
of legal notices) dated April 22, 2024 (Bulletin n°49) and the
notice of meeting will be published in the BALO and in a journal of
legal notice on May 13, 2024. All those documents and information
related to this general meeting will be made available to
shareholders in accordance with the legal and regulatory provisions
in force. Documents and information provided for by Article
R.22-10-23 of the French Commercial Code are made available on the
website of Group (www.fnacdarty.com section Investors /
Shareholders / Documents relating to the General Meetings / May,
29th 2024 Combined General Meetings), as of today.
It should be noted that following a change in
the numbering of the draft resolutions subsequent to the filing of
the 2023 Universal Registration Document, the resolution initially
numbered 12 referred to on page 195 of the Universal Registration
Document concerning the ex ante remuneration of the executive
corporate officer is now submitted to the vote of shareholders in
the thirteenth resolution.
Exceptionally, and as specified in the Group's
press release dated February 23, 2024 relating to the compensation
of executive corporate officers, the Board of Directors of Fnac
Darty, at its meeting on February 22, 2024, on the recommendation
of the Appointments and Compensation Committee, decided, in
compliance with legal rules and the AFEP-MEDEF Code, to modify the
measurement period for one of the criteria of the long-term
compensation plans granted in 2021 and 2022 in view of the
exceptional circumstances brought about by the economic and
geopolitical crisis, which has had an extraordinary impact on the
company’s business.
The Board of Directors decided to make the
specific changes below pertaining exclusively to the performance
share plans allocated in 2021 and 2022. This decision was made in
an effort to prevent the impact of the economic crisis on the year
2022 from disproportionately affecting the ongoing long term
incentive plans as a whole, which would not only undermine the
objectives of motivating key managers and aligning their long-term
interests with those of shareholders, but would also overlook the
very high level of commitment shown by Fnac Darty’s teams — the
source of the Group’s resilience thus far.
The final vesting of these performance shares
was primarily contingent on the achievement of an average level of
free cash flow, assessed for the entire 2024 vesting period in the
case of the plan allocated in 2021, taking into account the cash
flow generated by the Group during the 2021, 2022 and 2023
financial years. And in the case of the plan allocated in 2022, the
same condition applied for the entire 2025 vesting period, taking
into account the cash flow generated by the Group during the 2022,
2023 and 2024 financial years.
To limit the impact of this crisis, the year
2022 will be offset when measuring the entire period’s cashflow
performance. Consequently, the number of shares initially granted
under this condition will be reduced by one-third to reflect this
change relating to the year 2022. However, the average free cash
flow objective to be achieved for each plan remains unchanged.
With regard to the plan allocated in 2021 and
maturing in 2024, this amendment could increase the vesting rate of
shares allocated under this plan from 20% to 53.3%, subject to
maximum achievement of the non-financial performance criterion.
This plan provides for the measurement of the following performance
conditions: - The Company's Total Shareholder Return (TSR) compared
with that of SBF 120 companies, for 30%. With a 66th place over the
period within the SBF 120, no shares can be acquired under this
criterion. - Free cash flow generated by the company, which
initially accounted for 50% and whose weighting would be reduced to
33.3% in view of the changes presented above. The high levels of
cash flow generated in 2021 and 2022 could enable shares to be
acquired under this criterion.- A non-financial rating, for 20%.
This rating is in the process of being obtained.
In addition, in accordance with applicable
regulatory provisions:
- Registered
shareholders can, until the fifth day (inclusive) before the
meeting, request from the Company to receive the documents referred
to in Articles R.225-81 and R.225-83 of the French Commercial Code,
including at their request, by way of an electronic mail. For
holders of bearer shares, the exercise of this right is subject to
the presentation of a certificate of registration in the bearer
share accounts kept by the empowered intermediary;
- All shareholders
can consult the documents referred to in Articles L.225-115 and
R.225-83 of the French Commercial Code at the Company's registered
office from the date of the notice of meeting and for at least
fifteen days prior to the date of the meeting.
Finally, shareholders are entitled to submit
written questions before the general meeting. Any questions should
be submitted, (preferably by email to actionnaires@fnacdarty.com or
by registered letter with confirmation of receipt sent to the
Company’s registered office), no later than the fourth business day
before the date of the general meeting, namely Thursday, May 23,
2024 included. They must be accompanied by a certificate of
registration.
About Fnac DartyOperating in 13
countries, Fnac Darty is a European leader in the retail of
entertainment and leisure products, consumer electronics and
domestic appliances. The Group, which has almost 25,000 employees,
has a multi-format network of more than 1,000 stores at the end of
December 2023, and is ranked as a major e-commerce player in France
(more than 27 million unique visitors per month on average) with
its three merchant sites, fnac.com, darty.com and
natureetdecouvertes.com. A leading omnichannel player, Fnac Darty’s
revenue was around €8 billion in 2023, 22% of which was realized
online. For more information: www.fnacdarty.com
CONTACTS
ANALYSTS / INVESTORSDomitille
Vielle – Head of Investor Relations –
domitille.vielle@fnacdarty.com – +33 (0)6 03 86 05 02Laura Parisot
– Investor Relations – laura.parisot@fnacdarty.com – +33 (0)6 64 74
27 18
PRESSAudrey Bouchard – Head of
Media Relations and Reputation – audrey.bouchard@fnacdarty.com –
+33 (0)6 17 25 03 77
- Fnac_Darty_PR_2024-05-08 Availabilty documentation AGM
2024_v20240507
Fnac Darty (EU:FNAC)
Historical Stock Chart
From Apr 2024 to May 2024
Fnac Darty (EU:FNAC)
Historical Stock Chart
From May 2023 to May 2024