Fnac Darty : Compensation policy for corporate officers – 2026 General meeting

In accordance with Article R. 22-10-14 IV of the French Commercial Code (Code de Commerce), the compensation policy for corporate officers submitted to the General Meeting of Shareholders on May 27, 2026, is set out below:

Compensation policy

On the recommendation of the Appointments and Compensation Committee, and taking into account the recommendations of the AFEP-MEDEF Code, the shareholder vote, where applicable the opinions expressed during the General Meeting, and dialogue with investors, the Board of Directors has established a compensation policy for each of the Company's corporate officers in accordance with its corporate interest, contributing to its sustainability and forming part of its business strategy as presented in Chapter 1 of the Universal Registration Document.

It is defined in such a way as to be both competitive to attract and retain high-performance executives and proportionate to the scope of the duties and responsibilities entrusted to each of the Chairman, executive corporate officers and Board members in order to align with the corporate interests of the Company.

The Chairman's compensation may consist of fixed compensation, compensation in respect of Directors' duties and benefits adapted to his role within the Company. In accordance with the recommendations of the AFEP-MEDEF Code, there is no provision for variable compensation.

The compensation of the Chief Executive Officer and/or any other executive corporate officer is assessed in a comprehensive and exhaustive manner and is structured to have a balance between fixed annual compensation, annual variable compensation and long-term compensation in order to adapt to the various challenges faced by the Company. The executive corporate officer also receives benefits tailored to his role within the Company. Where applicable, and under very specific circumstances, exceptional compensation may be submitted to the vote of the General Meeting. If he is a Director, he may receive compensation in respect of these functions.

The fixed component of the compensation is determined in accordance with market practices.

The variable component of the compensation, whether annual or long-term, is subject to the achievement of objectives established in accordance with criteria based on the Company's strategic priorities. In accordance with the recommendations of the AFEP-MEDEF Code, the variable compensation of executive corporate officers incorporates several criteria related to CSR, including at least one criterion related to the Company's climate objectives. These criteria, defined precisely, reflect the social and environmental challenges that are the most important for the Company. Quantifiable criteria are preferred. These criteria are reviewed on a regular basis although long-term stability is favoured. The objectives to be achieved for each criterion are determined annually in order that they may be adapted to the Company's goals and to the expected time frame for each system (short term for the annual variables, long term for long-term incentive plans, stock options or performance shares).

Regarding annual variable compensation, the economic and financial criteria are paramount.

The maximum potential compensation for remunerating and encouraging outperformance is determined regarding market practices.

No element of compensation, of any type whatsoever, can be determined, allocated or paid by the Company, and no commitment made by the Company if it does not comply with the approved compensation policy or, in the absence thereof, with the compensation or practices existing within the Company.

However, in exceptional circumstances, the Board of Directors may, on the proposal of the Appointments and Compensation Committee and as permitted by Article L. 22-10-8 of the French Commercial Code, depart from the application of this compensation policy where such exemption is temporary, in line with the Company's interests and necessary to guarantee the continuity or the viability of the Company. In this context, the Board of Directors may, on the recommendations of the Appointments and Compensation Committee, adjust the criteria and performance conditions for long-term annual variable compensation without the adjustments exceeding the ceilings set out in the compensation policy as a result. Any change needs to be justified and must remain in line with the interests of shareholders and beneficiaries.

The determination, review and implementation of the compensation policy of each of the corporate officers are conducted by the Board of Directors on the recommendation of the Appointments and Compensation Committee. To prevent any risk of conflict of interest, it is specified that neither the Chairman of the Board, nor the Chief Executive Officer, nor any other executive corporate officer shall participate in the deliberations or votes of the Board on these matters, specifically regarding themselves.

As part of the decision-making process used for determining and reviewing the compensation policy, the compensation and employment conditions of the Company's employees are considered by the Appointments and Compensation Committee and the Board, which also examines the conditions and compensation elements of the Group's main executives on an annual basis. The Board thus ensures alignment and consistency between the principles of compensation of the executive corporate officers and Group executives with the Company's priority objectives, regarding both the structure of their compensation and the performance criteria for annual variable and long-term compensation.

In the event of the appointment of a new Chief Executive Officer during the financial year, the principles, criteria and compensation elements set out in the current compensation policy for the Chief Executive Officer shall apply.

Similarly, in the event of the appointment of a new Chairman of the Board of Directors or a new Director, the compensation policy applicable to the Chairman of the Board of Directors and to the Directors shall apply to them respectively.

It is specified that in the event of the appointment of Chief Operating Officers, the compensation policy for the Chief Executive Officer and/or any other executive corporate officer would apply to them. In this regard, they would be entitled to an employment contract as provided by the law.

If the positions of Chairman and Chief Executive Officer become combined, the compensation policy of the Chief Executive Officer and/or any other executive corporate officer shall apply.

On the recommendation of the Appointments and Compensation Committee, the Board of Directors may adjust the amount and compensation structure of any appointment to consider the personal circumstances, experience and responsibilities of the person in question.

Compensation allocated to the members of the Board of Directors

Directors' terms of office run for a maximum period of four years. Directors may be dismissed at any time by the General Meeting.

The General Meeting determines the total amount of compensation to be paid to the members of the Board of Directors.

The General Meeting of May 27, 2026, set the fixed annual amount to be allocated to Directors

at €720,000 without any change compared to 2025.

Based on the recommendations of the Appointments and Compensation Committee, the Board of Directors has established the compensation policy of the members of the Board of Directors, which, in accordance with the regulations, is subject to the vote of the next General Meeting. This policy involves the distribution of Directors' fees according to the actual attendance of members at meetings of the Board and the specialized committees held during the year concerned.

The criteria for distributing the annual fixed amount allocated by the General Meeting to the members of the Board have been set by the Board on the proposal of the Appointments and Compensation Committee and are as follows:

• €420,000 is allocated to members of the Board of Directors.

• this amount is comprised 30% of a fixed component and 70% of a variable component,

  which reflects Directors' attendance at Board meetings.

• the balance, of €300,000, is allocated to the members of the specialized committees and distributed as follows: €90,000 to the Audit Committee, €70,000 to the Appointments and Compensation Committee, €70,000 to the Corporate, Environmental and Social Responsibility Committee and €70,000 to the Strategy Committee. These portions are allotted strictly on the basis of members' attendance at committee meetings.

• the Chairman of the Board of Directors and the committee chairs receive a 50% higher fee for their attendance at each meeting.

• if two committees hold joint meetings (audit and corporate, environmental and social responsibility for example), the following rule is used to calculate the compensation paid:

  • if no committee member sits on both the Audit Committee and the Corporate, Environmental and Social Responsibility Committee (for example), each member is compensated by their committee as if it were a separate meeting,

  • if all members sit on both the Audit Committee and the Corporate, Environmental and Social Responsibility Committee (for example), each member is paid 50% by each committee,

  • if one or more Directors (but not all Directors) sit on both committees, each Director attending the meeting is compensated the higher of the amounts paid by the two committees they sit on. Directors sitting on just one committee are compensated by their committee. Directors sitting on both committees are paid 50% by each committee,

  • in any case, the compensation paid to the two Chairs is 50% higher.

    The portion of the compensation calculated but not paid to Directors who elect not to receive their compensation is not reallocated to the other Directors.

    In accordance with Article 7 of its internal regulations, the Board of Directors may allocate exceptional compensation to some of its members for missions or mandates entrusted to them and which will therefore be subject to the regulated agreements regime.

    Furthermore, it is specified that certain Directors may receive compensation under an employment contract as provided by the law, particularly the Directors representing the employees with an open-ended employment contract.

    Ninth resolution: compensation policy for the Chairman of the Board of Directors Voting result: 99.79% Compensation policy

    The compensation policy submitted to the vote of the General Meeting is set by the Board of Directors on the recommendation of the Appointments and Compensation Committee.

    The Chairman is appointed for the full term of his or her Directorship.

    The Chairman of the Board of Directors may be dismissed at any time by the Board of Directors. He is not bound by any employment contract with the Company or any other Group company.

    The elements comprising the total compensation and benefits of any kind that may be granted to the Chairman of the Board in respect of the office concerned are as follows:

    Fixed compensation

    The fixed annual compensation for the Chairman must be determined in accordance with market practices.

    This analysis takes into account the key aspects of the Company and the scope of the

    executive's field of action, such as:

• revenue, budget, staff.

• the context in which the duties are performed, with the assessment of strategic challenges, and short- and long-term growth prospects; and

• the level and the complexity of responsibilities.

  The Board of Directors reviews the fixed compensation of the Chairman of the Board annually with the objective of revising it only at relatively long intervals, in accordance with the recommendations of the AFEP-MEDEF Code.

  It is specified that, for information purposes, at its meeting of February 25, 2026, on the recommendation of the Appointments and Compensation Committee, the Board of Directors decided to maintain the fixed compensation of its Chairman for 2026 at €200,000.

  Annual variable compensation and long-term compensation, stock options and performance shares

  In accordance with the recommendations of the AFEP-MEDEF Code, the Board of Directors is not planning to grant variable compensation, long-term compensation, stock options or allot bonus performance shares to the Chairman of the Board.

  Compensation allocated to directors

  The Chairman may receive compensation for his role as a Director, the amount of which is set, distributed and allotted according to rules applicable to all members of the Board.

  The rules for the allotment of Directors' fees are described above in the section named

  compensation policy for members of the Board of Directors.

  For information purposes, it is specified that, in accordance with the decision of the Board of Directors of July 17, 2017, Jacques Veyrat no longer receives any compensation for his role as Director, since he was appointed Chairman of the Board of Directors on that date.

  Other benefits

  The Chairman of the Board may have a company car consistent with the Company's current vehicle policy and market practices; for information purposes, it is specified that Jacques Veyrat has never had one.

  Tenth resolution: compensation policy for the Chief Executive Officer and/or any other executive corporate officer

  Voting result: 94.04% Compensation policy

  The compensation policy submitted to the vote of the next General Meeting is set by the Board

  of Directors on the recommendation of the Appointments and Compensation Committee.

  It is the responsibility of the Board of Directors to set the term of office of the Chief Executive Officer. By decision dated July 17, 2017, the Board decided to appoint Mr. Enrique Martinez as Chief Executive Officer for an indefinite term. He may be dismissed at any time by the Board of Directors. He is bound to the Company by an employment contract, suspended when he took office in July 2017. He does not receive any remuneration in this respect.

  The elements comprising the total compensation and benefits of any kind that may be granted to the Chief Executive Officer and/ or any other executive corporate officer in respect of the mandate concerned are as follows:

  Fixed compensation

  The fixed annual compensation for the executive corporate officers must be determined in accordance with market practices.

  This analysis takes into account the key aspects of the Company and the scope of the

  executive's field of action, such as:

• revenue, budget, staff.

• the context in which the duties are performed, with the assessment of strategic challenges, and short- and long-term growth prospects; and

• the level and the complexity of responsibilities.