CONTENTS

AFR

PRESENTATION OF THE GROUP

FINANCIAL STATEMENTS

231

NFPD

1.1 / Business Model

1.2 / History

1.3 / 2020, a year marked by an unprecedented

health crisis

1.4 / Fnac Darty markets and offering

1.5 / Group strategy and objectives:

a new Everyday strategic plan

5.1 / Group consolidated ﬁnancial statements

as of December 31, 2020 and 2019

5.2 / Notes to the consolidated ﬁnancial statements

for the year ended December 31, 2020

5.3 / Parent company ﬁnancial statements

as of December 31, 2020 and 2019

5.4 / Notes to the parent company ﬁnancial

statements for the year ended December 31, 2020

232

238

319

322

1.6 / Innovation, a Group priority

5.5 / Material change in ﬁnancial or commercial positions 338

5.6 / Auditors’ Report on the consolidated

1.7 / Store network and proprietary real estate

1.8 / Regulatory environment and changes

1.9 / Research and Development, patents and licenses

ﬁnancial statements

339

346

5.7 / Auditors’ Report on the annual ﬁnancial statements

NON-FINANCIAL PERFORMANCE

RISK FACTORS

AFR NFPD

DECLARATION

Introduction

2.1 / Develop our most valuable asset: people

2.2 / Promote sustainable consumption

and an educated choice

2.3 / Contribute to the economic, social and cultural

development of regions

2.4 / Reduce impacts on the climate

2.5 / Ensuring exemplary business conduct

2.6 / Summary of published indicators and KPI

2.7 / Methodology note

2.8 / Independent Third-Party Report by one

of the Statutory Auditors on the Consolidated

Non-ﬁnancial Performance Declaration

AFR NFPD

AND MANAGEMENT

6.1 / Risks related to changes in the economic model

6.2 / Security risks

6.3 / Regulatory risks

351

354

361

363

365

6.4 / Financial risks

6.5 / Risk management associated

with the Covid-19 health crisis

6.6 / Insurance

101

115

118

367

368

370

6.7 / Risk management

INFORMATION ON THE COMPANY,

122

AFR

CAPITAL AND SHAREHOLDERS

379

7.1 / The Company

7.2 / Share capital

7.3 / Shareholders

7.4 / Stock market information

7.5 / Dividend distribution policy

7.6 / Communication with shareholders and investors

7.7 / Organization of the Group

7.8 / Related-party transactions

7.9 / Major contracts

380

383

398

401

402

403

404

407

409

CORPORATE GOVERNANCE

125

126

AFR

3.1 / Organization of governance

3.2 / Operation of administrative

AFR

and management bodies

3.3 / Compensation and beneﬁts for administrative

and executive bodies

3.4 / Proﬁt-sharing, collective incentive plans

and long-term incentive plans

151

168

193

3.5 / Factors that could have an impact

during a public offering period

3.6 / Other information

3.7 / Special Auditors’ Report

on Related-Party Agreements

195

ADDITIONAL INFORMATION

411

412

413

AFR

8.1 / Persons responsible

8.2 / Statutory Auditors

8.3 / Statutory Auditors’ fees

196

8.4 / Information from third parties, expert certiﬁcations

and declarations of interests

8.5 / Availability of ﬁnancial documents and reports

8.6 / Information on equity investments

8.7 / Documents incorporated by reference

413

414

416

417

AFR

COMMENTS ON THE PERIOD

197

4.1 / Analysis of business activities and consolidated results 198

4.2 / Group cash and equity

4.3 / Recent events and outlook

219

227

AFR

8.8 / Cross-reference tables

8.9 / Glossary of alternative performance

indicators and current terms

8.10 / Index

424

426

AFR

The items of the Annual Financial Report are identiﬁed in the section headings using the pictogram

NFPD

The items related to the Non-ﬁnancial Performance Declaration (DPEF) are identiﬁed in the section headings using the pictogram

2020 UNIVERSAL REGISTRATION

DOCUMENT

including the Annual Financial Report

All our publications can befound on the website www.fnacdarty.com

The Universal Registration Document was ﬁled with the French Markets Authority (Autorité des marchés ﬁnanciers

– AMF) in its capacity as the competent authority under Regulation (EU) 2017/1129 on March 19, 2021, without

prior approval in accordance with Article 9 of that Regulation. The Universal Registration Document may be used

for the purposes of a public offer of ﬁnancial securities or for admitting ﬁnancial securities for trading on a regulated

market if it is supplemented by a Securities Note and, if applicable, a summary and all amendments made to the

Universal Registration Document. The resulting documents are then approved by the AMF in accordance with

Regulation (EU) 2017/1129.

This Universal Registration Document is a translation into English of the ofﬁcial version in French of the Universal Registration Document, which was prepared

in XHTML format and is available on the AMF (www.amf-france.org) and Fnac Darty (www.fnacdarty.com) websites.

This version, published on April 14, 2021, includes minor corrections on pages 14, 26, 51, 90, 92, 117, 129, 229, 384, 387, 415, 418 and 425.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

Quote

from the Chief Executive Ofﬁcer

Enrique MARTINEZ,

Chief Executive Ofﬁcer of Fnac Darty

by massively investing in promising markets such as kitchen and

urban mobility. We also continued to innovate with new customer

interactions through livestreaming and live shopping.

This year we were ﬁnally able to roll out a number of emblematic

actions to extend product life spans and provide our customers

with information about the products we market. This resulted

in the extension of the Darty Occasion offer to household

appliances in the “cold” category, and the publication of the third

edition ofthe “After-Sales Service Barometer”, which provides

consumers with free data on 63 product families from the

household appliance and multimedia equipment universe based

on a sustainability score. This proprietary Fnac Darty tool,

created from our long-term experience in repair, is a genuine

innovation allowing all product categories to be compared among

themselves, and among brands. Based on this sustainability

score, the selection of products referenced by the “Sustainable

Choice by Darty” label has been expanded, and now covers

152 products. These ﬂagship initiatives put real weight behind

our mission to support our customers toward “an educated

choice and sustainable consumption”, and they legitimize

our role as a benchmark retailer committed to the circular

economy and more responsible consumption.

2020 was an unprecedented test for our societies, citizens and of

course for companies. Fnac Darty showed itself to be extremely

proactive, and was able to make revenues of nearly €7.5 billion,

up on the previous year. The qualities and strengths of our Group

are the ones highlighted and rolled out since December 2017 via

our Conﬁance+ strategic plan: mutual reinforcement between

stores and digital outlets, quality of business execution and

the complementary nature of ourbrands. In these exceptional

circumstances, Fnac Darty’s teams also demonstrated qualities

that made a real difference, particularly in terms of commitment

to ensure a fully-ﬂedged “public service” mission, serving the

interest and urgent requirements of the French people when they

needed to equip so as to adapt to changes in their lifestyle and

work in a unique context, and in terms of agility so as to maintain

a service that serves current needs to the fullest possible extent.

Our new Everyday strategic plan, launched at the very beginning

of the year, aims to make Fnac Darty an ally in the everyday

lives of consumers by focusing on service, advice and

sustainability. An omnichannel strategy remains at the heart

of this new plan, combining the strength of our network of

908 stores with that of our digital system.

The development of services via a long-term relationship

model, based on the beneﬁts of subscription, with Darty Max

which already has over 200,000 subscribers, as its ﬁgurehead, is

a priority. Our commitment to sustainability will go even further in

empowering customers to adopt virtuous behaviors that promote

more responsible consumption and the conservation of natural

resources.

The very strong growth in online sales during the year and the

gain of more than 5 million new active online customers

conﬁrmed our status as a major digital player. Our brands were

quoted several times as those most missed by French people

and by customers in the countries where we operate during

periods of lockdown; the loyalty of our 30 million customers,

including some 10 million Fnac Darty members, is our most

precious asset.

The pandemic has disrupted our lifestyles and redeﬁned our

collective priorities in a lasting way, with an overriding need for

health, social and economic protection. The Fnac Darty Group

has thus played a major role as a committed and supportive

company in the service of its customers, and will resolutely

continue to do so.

To build on this loyalty and open up new horizons for their

customers, Fnac and Darty place innovation at the heart of their

actions. Our Group has thus pursued its diversiﬁcation strategy

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

Fnac Darty at a glance in ﬁgures

2020 consolidated revenue: €7,491 million

Presence in 12 countries

Breakdown of consolidated revenue by:

GEOGRAPHICAL REGION

PRODUCT AND SERVICES OFFERING

Other products

and services

13%

Editorial

products

15%

BELGIUM-

LUXEMBOURG

of revenues 2020

FRANCE-

SWITZERLAND

83%

of revenues 2020

IBERIAN

PENINSULA

Domestic

appliances

22%

Consumer

electronics

49%

of revenues 2020

AND OTHER REGIONS:

Ivory Coast, Morocco, Tunisia, Congo, Cameroon, Qatar,

French overseas departments and territories

NEW EVERYDAY

STRATEGIC PLAN

CSR

COMMITMENTS

In its day-to-day work and for the long haul, to be the key

ally for consumers, helping them to be sustainable in their

consumption habits and daily household tasks.

Raison d’être: commit to an educated choice and a

sustainable consumption.

n Environment:

1.7 million products repaired in 2020;

3 clear ambitions by 2025:

nearly 50,000 metric tons of WEEE collected in 2020;

n embodying the new standards of highly digitalized

-12% of CO₂emissions related to transportation and energy

consumption of the sites in 2020 vs. 2019.

omnichannel retail;

n helping consumers adopt sustainable practices;

n Social:

n becoming the leader in home assistance services, based

76% of employees received training in 2020;

on a subscription model.

24% of women in leadership positions in 2020;

gender equality index of 90/100 at Group level in 2020.

➞ The generation of cumulative recurring free cash-flow from

operations of €500 million between 2021 and 2023 and

€240 million from 2025.

n Governance:

43% of women on the Board and an independence rate

of 79%;

➞ A medium-term return to shareholders with a payout ratio

98% participation rate of Board members;

30% in the medium term.

a compensation system that incorporates CSR and

long-term criteria.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

Presentation of the Group

1.1

Business Model

1.4

Fnac Darty markets and offering

1.1.1 / Company Proﬁle

1.4.1 / Description of markets

1.1.2 / A business model that creates sustainable

value for our stakeholders

1.4.2 / Market trends

1.4.3 / A diversiﬁed product and services offering

1.4.4 / Geographical breakdown

1.1.3 / Market challenges, sources of opportunity

1.2

History

1.5

Group strategy and objectives:

a new Everyday strategic plan

1.2.1 / History of Fnac

1.2.2 / History of Darty

1.2.3 / History of Fnac Darty

1.5.1 / Embodying new standards for successful digital

and human omnichannel retail in the future

1.5.2 / Helping consumers adopt sustainable practices

1.5.3 / Rolling out the benchmark subscription-based

home assistance service

1.3

2020, a year marked by

an unprecedented health crisis

1.5.4 / Financial outlook and mid-term ambitions

1.3.1 / Fnac Darty’s unique and highly agile

omnichannel model and solid business execution 21

1.3.2 / Finalization of the sale of BCC in the Netherlands

1.6

1.7

Innovation, a Group priority

to Mirage Retail Group

1.3.3 / Continuation of initiatives to innovate

and diversify the Fnac Darty offer

Store network and proprietary

real estate

1.3.4 / Growth in 2020 revenues in the context

of an unprecedented health crisis

1.7.1 / Store network

1.7.2 / Proprietary real estate

1.3.5 / Impact of the transition to IFRS 16

1.3.6 / A diversiﬁed ﬁnancing structure

1.3.7 / Governance and shareholding

1.8

1.9

Regulatory environment

and changes

Research and Development,

patents and licenses

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Business Model

1.1 / Business Model

1.1.1 / COMPANY PROFILE

the Covid crisis. In contrast, the attraction of digital platforms

skyrocketed, experiencing a very sharp rise in trafﬁc thanks to

the uptick in digitalization of consumption which the health crisis

entailed.

1.1.1.1 / A European leader

in omnichannel retail

Operating in 12 countries, including France, Belgium, Spain,

Portugal and Luxembourg, Fnac Darty is a European leader in the

retail of entertainment and leisure products, consumerelectronics

and domestic appliances. More recently, the acquisition in

August 2019 of Nature Découvertes, a leading omnichannel

retailer of natural and wellbeing products, enabled the Group to

penetrate the Wellbeing and Outdoor Activities sectors and, in

doing so, accelerate its diversiﬁcation.

The Group thus operates primarily in Europe via three regions:

France and Switzerland, Belgium and Luxembourg, and the

Iberian Peninsula. The France and Switzerland region covers the

Group’s French and Swiss activities and represented close to 83%

of sales in 2020. The Belgium-Luxembourg region covers the

activities of Fnac and Vanden Borre in Belgium and Luxembourg

and represented nearly 9% of sales in 2020. Lastly, the Iberian

Peninsula region covers Fnac activities in Spain and Portugal,

and represented almost 8% of revenue in 2020. The Group is

also developing its franchise business internationally and now has

13 stores in Africa and the Middle East, and 17 stores in French

overseas departments and territories.

With some 25,000 employees, Fnac Darty generated revenue of

nearly €7.5 billion in 2020, 29% of which was online, up 10 points

on 2019. By combining the strengths of Fnac, Darty and Nature

Découvertes, the Group’s omnichannel sales accounted for 42%

of online orders in 2020, against a backdrop of very strong growth

in e-commerce volumes. As a result, momentum remained very

strong, with clickcollect order processing up 30% on the previous

year.

In its geographic regions, the Group reproduces the strategy

implemented in France, adjusted to the local context. This is

mainly through a strong network of directly owned stores, as well

as franchise development. Fnac Darty has solid e-commerce

platforms in all its countries, with ﬁvemain international websites

and partnerships with specialist sites. Along with these country-

speciﬁc initiatives, the Group is rolling out a single platform for all

sellers, so they can connect to the countries that are most relevant

to them within the Marketplaces ecosystem.

The relevance of the omnichannel model is based on a dense

territorial network combined with sustained momentum on digital

platforms. As of the end of 2020, the Group has a multi-format

network of 908 stores, including 751 in France ⁽¹⁾. It is France’s

second largest e-commerce retailer in terms of audience in

France with its three commercial websites: fnac.com, darty.com,

and natureetdecouvertes.com. Its position as leader is based, in

particular, on its high volume of trafﬁc: 175 million visits to stores

across the Group and a cumulative average of over 29 million

unique online visitors per month in France ⁽²⁾. It should be noted

that in-store trafﬁc in 2020 was strongly impacted by the lockdown

measures and limits on in-store trafﬁc adopted in response to

By bringing together its in-store and digital offerings, the Group can

provide innovative services, such as “clickmag”, “clickcollect”

and the express or by-appointment delivery offering. These

services guarantee seamless integration of the in-store and online

purchasing experience.

(1) Including 16 Fnac Darty/ND stores in Switzerland and 30 stores abroad.

(2) Fevad, average for 2020.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Business Model

The Group’s omnichannel experience is outlined below.

A DENSE NETWORK

OF DIRECTLY

OWNED STORES

STRONG

DIGITAL

PLATFORMS

OMNICHANNEL

SERVICES

A GROWING

FRANCHISE

NETWORK

BELGIUM-

85 stores:

Kitchen stores,

Fnac.be and Marketplace Logistics platforms

LUXEMBOURG • 13 Fnac

as franchises

Vandenborre.be

Clickcollect

• 72 Vanden Borre

After-sales service

of revenues 2020

FRANCE-

SWITZERLAND • 100 Fnac

412 stores:

339 stores:

• 122 Fnac

• 209 Darty

• 1 Fnac Darty

• 7 Nature

Fnac.com and Marketplace Logistics platforms

Darty.com and Marketplace After-sales service

• 223 Darty

• 89 Nature

Découvertes

Fnac.ch

Clickcollect

83%

of revenues 2020

Natureetdecouvertes.com Clickmag

and Marketplace

Découvertes

IBERIAN

PENINSULA

67 Fnac stores

5 Fnac stores

Fnac.es and Marketplace Logistics platforms

Fnac.pt and Marketplace After-sales service

Clickmag

of revenues 2020

AND OTHER REGIONS:

Ivory Coast, Morocco, Tunisia, Congo, Cameroon, Qatar,

French overseas departments and territories

Store network as of December 31, 2020.

As for Darty, its identity is anchored in three key values: conﬁdence,

service and accessibility. Darty, a heritage brand, is the brand for

everyone. It is there for its customers at every stage of their lives,

from the big moments to the smallest ones. Part of French homes

for 60 years, it is a pioneer in terms of service, especially after-

sales services.

1.1.1.2 / A galaxy of brands orbiting

Fnac and Darty

Since their creation more than 60 years ago, both Fnac and Darty

have strived to embed their values and promote their deeply

held convictions. In 2016, Fnac Darty was created from the

merger of these well-known brands, both of which boast strong

reputations and excellent consumer loyalty. These two brands have

complementary positions and missions.

Since the merger between Fnac and Darty, the Group has

expanded to include new brands to form a major specialized

retail group. The Group has recently strengthened its presence

in the ticketing sector with the consolidation of Billetreduc.com

and increased its offering in the express repair of electronic

devices, ﬁrst in France in 2018 withthe acquisition of WeFix and

then in Portugal in 2019 with the consolidation of PC Clinic. The

acquisition of Nature Découvertes in 2019 represents the most

signiﬁcant external growth transaction since the merger of Fnac

and Darty. A strong label whose core values complement the

Group’s brands, Nature Découvertes advocates for ethical and

more environmentally friendly consumption. This aligns with Fnac

Darty’s commitment to educated customer choice and a more

circular and responsible economy.

Three strong values make up the essence of the Fnac brand:

independence, passion and the spirit of discovery. These values

are reﬂected in its salespeople, in its recognized expertise and in

its product selections, as well as in the unique place that Fnac

occupies in French culture (Fnac Live Paris, the Fnac Livres book

fair, the Prix BD Fnac France Inter comic prize in association with

French national radio, the Prix Goncourt des lycéens literary prize

for senior high school students, and more recently La Claque by

Fnac, a digital culture initiative). Fnac is the brand of discovery, of

diversity, of open-mindedness: it aims to spark people’s curiosity.

With a special place in the French retail landscape, this strong

brand has made curiosity its mission.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Business Model

A shared ambition unites all these brands: to guide customers and

help them make the best choice. This commitment is also shared

by all the Group’s employees, a commitment to creating an honest

business where the customer is able to make an educated choice.

A diverse range of products and services

(as a % of revenue 2020)

Other products

and services

13%

Editorial

products

15%

1.1.1.3 / A diverse, balanced range of products

and services

The Group proposes a balanced offering, built around product and

service categories with complementary growth and margin proﬁles.

The Fnac and Darty brands each market consumer electronics

(49% of the Group’s revenue in 2020), a sector in which growth

experiences short innovation cycles. This shared offering is

enhanced, on the one hand, by Fnac and Nature Découvertes’

strength in editorial products (15% of the Group’s revenue) and, on

the other, by Darty’s leadership position in the domestic appliances

market (around 22% of Group revenue). Moreover, the Group

continued to diversify its product and services offering in 2020.

The sale of other products and services (some 13% of the Group’s

revenue) such as Games Toys, Stationery, Natural and Wellbeing

Products, Kitchen, Urban Mobility, After-sales Service, and

Warranties are solid levers for growth. The product and services

offering is described in section 1.4.3 “A diversiﬁed product and

services offering” of this Universal Registration Document.

Domestic

appliances

22%

Consumer

electronics

49%

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Business Model

In 2021, Fnac Darty revised its raison d’être, which became

“Commit to an educated choice and a sustainable consumption”.

This is supported by a mission committee to manage the

associated indicators. This raison d’être is grounded in a

strengthened social and environmental responsibility policy,

which is supported by all Group business lines and based on

the work of some 25,000 skilled employees, and an HR policy

focused on talent management. This raison d’être and the

implementation of the “Everyday” strategic plan, which places a

major focus on sustainability, demonstrate the Group’s to position

itself as the leader in sustainable consumption in its sector. As a

consequence, the Group has set sustainability objectives, set out

in paragraph 1.5 “Group strategy and objectives”.

1.1.1.4 / A committed group recognized

as a responsible player

1.1.1.4.1 / Context

In these times of hyperchoice, consumers are looking for trust and

guidance in their everyday lives. The annual study conducted by

the Group on consumption in France shows that its inhabitants

are increasingly seeking transparency and meaning in the way

they consume. They are increasingly seeking to consume “better”.

49% indicated that they were paying more heed to the social and/

or environmental impact of their purchases than the previous year

and 40% even indicated that they were consuming less than the

previous year, 73% of whom cited environmental reasons.

In parallel, Fnac Darty relies on a broad territorial network of

908 stores in 12 countries, whose ambition is to share cultural

creation, new technology and innovative services with as many

people as possible.

The context of an unprecedented health crisis in the shape

of Covid-19 is acting as a trend accelerator: accelerated

environmental awareness among consumers, accelerated

digitalization of physical stores, and acceleration of online ordering

and home delivery.

Finally, the acquisition of Nature Découvertes in 2019 enhances

the Group’s positioning in terms of responsible business practices

and sustainable consumption. For example, Nature Découvertes

puts 10% of its net profits back into the Fondation Nature

Découvertes, which has raised more than €13.5 million for the

protection of biodiversity and nature-based education through

nearly 2,800 projects.

1.1.1.4.2 / Sustainability at the heart

of the Group’s raison d’être

and new strategic plan

Since 2018, the Group has pursued a proactive sustainability policy

with the launch of numerous initiatives and innovative services

to promote the circular economy and the extension of product

life spans. Fnac Darty has been the leading repairer in France

for the past 50 years, with over 2 million repairs conducted (at

customers’ homes, in after-sales service workshops or in stores),

2 million telephone enquiries and 1.7 million products repaired in

2020. The Group is also the biggest collector of WEEE (waste

electrical and electronic equipment) with over 49,000 metric tons

of products collected every year for recycling and re-use at Group

level, including 45,000 metric tons in France alone.

Nature Découvertes’ commitment toresponsibility is set out in

greater detail in Chapter 2.

1.1.1.4.3 / Corporate social responsibility policy

With more than 25,000 employees worldwide, 908 stores and

millions of loyal customers, Fnac Darty is keenly aware of its

responsibilities. The Group is committed to transforming itself to

meet the challenges of a changing market, while at thesame time

developing its people and making a positive impact on society.

The corporate social responsibility policy aims to address the four

major CSR risks that were identiﬁed as the result of a risk analysis

conducted in 2018:

The Group also afﬁrmed its environmental strategy, by setting a

quantiﬁed objective of reducing its CO₂emissions in France by

50% by 2030, compared to the 2019 level. In order to integrate

this environmental challenge into the Company’s strategy, a

Climate Committee was set up in 2019 to discuss and validate

the roadmaps and action plans undertaken to achieve the stated

reduction target.

n the development of business lines in a context of digital

acceleration;

n the sustainability of our model and new modes of consumption;

n the climate emergency and its consequences for companies;

The Group is the driving force behind several projects, including

the creation of a repairability index long before this became

mandatory, the implementation of “sustainable choice” signage

for products with the highest sustainability score, and the launch

of the Darty Max subscription repair service. All these projects are

described in Chapter 2.

n ethics for all based on a model of development through

partnership.

The challenges associated with these risks have been placed on

a materiality matrix, given in Chapter 2.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Business Model

These four main risks and challenges resulted in the following ﬁve

pillars of the Group’s CSR policy:

All ﬁve of these pillars are described in Chapter 2 of this document.

Mindful of the increasing importance of the issues associated

with its corporate social responsibility, the Company is adapting

its business model, like many new services launched since 2018,

in favor of a more circular economy.

Sustainable

and

second-hand

products

Customer

advice

Services

The incorporation of CSR issues into the Fnac Darty business

model is set out in section 1.1.2.

Economic

and social

footprint

Skills

The strengthening of Fnac Darty’s governance and CSR policy

was welcomed by the ESG ratings agencies, as detailed in

section 1.1.1.4.5.

SUSTAINABLE

CONSUMPTION

Professional

equality

Access

to culture

HUMAN

CAPITAL

TERRITORIES

AND CULTURE

Quality

of life in

the workplace

GOVERNANCE

Solidarity

CLIMATE

PROTECTION

BUSINESS

ETHICS

Our

activities

Third-party

ethics

Our

range

Corruption

Protection

of personal

data

Our

employees

1.1.1.4.4 / Solid and stable governance

Key ﬁgures and composition of the Board of Directors at December 31, 2020

Franck

Maurin

Director representing

employees

Jacques

Veyrat

Chairman of the Board

of Directors

Antoine

Gosset-Grainville

Director and Vice Chair

Enrique

Martinez

Chief Executive Ofﬁcer

Daniela

Weber-Rey

Director

43%

Sandra

Julien

Ducreux

Director

DIRECTORS

WOMEN

NATIONALITIES

Lagumina

Director

79%

98%

MEETINGS IN 2020

INDEPENDENT MEMBERS

ATTENDANCE RATE

Carole

Ferrand

Director

Javier

Santiso

Director

Jean-Marc

Janaillac

Director

Delphine

Mousseau

Brigitte

Nonce

Paolini

Director

Caroline

Grégoire Sainte Marie

Director

Taittinger-Jouyet

Director

Independent

10 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Business Model

has 3 members;

Operation of the Board of Directors

The Fnac Darty Board of Directors is composed of Directors with

broad and diversiﬁed experience, especially in corporate strategy,

finance, economics, industry, accounting, corporate social

responsibility, management and the control of commercial and

ﬁnancial companies.

meets at least once a year and as many times as it deems

necessary.

n Corporate, Environmental and Social Responsibility Committee:

reviews the Company’s corporate, social and environmental

policies;

In 2019, Fnac Darty appointed Franck Maurin as an employee

Director, representing the interests of the Group’s employees,

and Enrique Martinez, Chief Executive Ofﬁcer, as a Director for a

term of four years, reﬂecting the Board of Directors’ conﬁdence

in Enrique Martinez’s ability to ensure that the Group’s day-to-day

management is conducted in a sustainable way.

is chaired by Brigitte Taittinger-Jouyet (Independent

Director);

has 3 members;

meets twice a year.

In 2020, the Group appointed a second Director representing

employees, Julien Ducreux.

n Strategy Committee:

At the end of December 2020, the Board was composed of

14 Directors, 11 of whom were independent.

considers the broad strategic priorities of the Group that

may be implemented by the executives, speciﬁcally in the

ﬁelds of business, investments,partnerships or any other

matter that may be considered to be relevant;

Four committees were chaired by Independent

Directors

is chaired by Jacques Veyrat (Chairman of the Board,

Independent Director);

Each committee is composed of Directors who have been

identified as having the specific skills required to carry out its

duties. A comprehensive description of each committee can be

found in the corresponding section of the Universal Registration

Document.

has 5 members;

meets at least once a year and as many times as it deems

necessary.

n Audit Committee:

Governance dedicated to best practices

in Corporate Social Responsibility (CSR)

monitors the process of preparing ﬁnancial information;

is chaired by Carole Ferrand (Independent Director);

has 3 members;

In order to incorporate these challenges into its strategy and the

day-to-day operations of its business lines, the Group has adopted

a decentralized approach to CSR.

meets at least four times a year.

These concerns are driven right from the top of the Company, with

focal point representatives in the Group’s subsidiaries and various

departments.

n Appointments and Compensation Committee:

assists the Board in determining the composition of the

Company and Group executive management bodies and

in the regular assessment of all compensation and beneﬁts

paid to the Group’s corporate officers and executive

Directors;

The CSR Department reports to the General Secretary, and relies

on various bodies and business line representatives to manage

and assess the Group’s CSR strategy.

is chaired by Antoine Gousset-Grainville (Independent

Director);

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Business Model

• Deﬁnes the corporate mission

• Deﬁnes a strategy related to the mission

Executive Committee

Board of Directors and CSR

Committee

• Approves the mission and strategy

• The CSR Committee meets twice a year and reports to the Board

• The Climate Committee meets four times per year

• The Ethics Committee meets three times per year

• 2021: establishment of a “Circular Economy” Committee

Thematic committees

• The CSR Department reports to the General

Secretary, which deals with governance,

ethics and compliance issues.

General Secretary:

CSR, Legal, Internal Audit, DPO

• Leads the Company’s mission and CSR strategy

• 14 CSR champions deﬁne and guide the CSR department

and country roadmaps

• Four “Duty of Care” champions have been appointed

for the countries

Since 2020:

CSR network deﬁned

by the Executive Committee

• The network is coordinated by the CSR Department

• The Commitment Department is in charge of the Fondation

ND and the ND environmental policy

• The Group CSR Department coordinates CSR reporting

and the ND Vigilance Plan

Nature Découvertes

The duties of the various committees are set out in Chapter 2.

social and governance commitments. The Group conﬁrmed its

position in the Top 20 companies rated by Vigeo Eiris worldwide,

and ranks ninth among the 73 European companies in its sector⁽¹⁾,

a climb of two places in one year.

Furthermore, Fnac Darty has continued to strengthen the

integration of CSR criteria with the inclusion of a CSR criterion in

the variable compensation of all Group managers in addition to

an increase in the weight of these criteria for all members of the

Executive Committee.

The Group also achieved a score of 68 out of 100 from ratings

agency Sustainalytics (www.sustainalytics.com), which places it

thirteenth in its sector and classiﬁes it as an “Outperformer”.

Finally, the Group has set an objective to increase the number of

women in the Group’s top 200 managers by 11 points to achieve

a level of 35% by 2025.

MSCI (www.msci.com) conﬁrmed the Group’s AA rating in 2020,

with a retail industry-adjusted score of 7.9/10. The Group is just

short of AAA, the best possible rating. Only 15% of the companies

that are rated score between AA and AAA.

1.1.1.4.5 / Fnac Darty recognized

as a responsible retailer

In 2020, Fnac Darty received a rating of C for reporting on its

climate actions from the Climate Disclosure Project (CDP)

(www.cdp.net/en), a non-profit organization that assesses

companies based on their actions to protect the environment.

by ESG rating agencies

Fnac Darty’s approach to corporate social responsibility is regularly

assessed by ESG rating agencies and awarded a rating. In 2020,

Fnac Darty requested a solicited sustainability rating from Vigeo

Eiris (www.vigeo-eiris.com). Based on its analysis of three main

criteria – environment (business ethics, environmental policy),

social aspects (community engagement, respect for human rights

and human resources) and governance (corporate governance)

– for the second year running, Vigeo Eiris awarded Fnac Darty a

rating of A2, with a score of 48/100, up four points compared to

2019 and well above the average rating of 32/100 for the sector.

This performance reﬂects Fnac Darty’s environmental, ethical,

The Group was also recently awarded a score of 74/100 by the

Gaïa Rating agency (www.gaia-rating.com/), up from last year.

All of the above demonstrates Fnac Darty’s solid foundations. It

will continue to strive for ratings that best reﬂect its actions in

terms of corporate social responsibility through the quality and

transparency of its data. The Sustainable Development approach

is integral to the Company’s strategy and the Group’s non-ﬁnancial

data is published in most of its communication media.

(1) Specialized retail market as deﬁned by Vigeo.

12 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Our resources

An ecosystem of renowned

and complementary brands

Fnac and Darty, two iconic brands

WeFix, Nature Découvertes, Billetreduc.com, PC Clinic:

strategic acquisitions that are in line with the Group’s raison d’être

An omnichannel European player,

specializing in the retail of consumer

electronics and domestic appliances,

cultural and leisure goods, and a leader

in after-sales service.

Committed human capital

Nearly 25,000 employees, including:

ꢀmore than 75% in direct contact with customers

ꢀmore than 3,000 dedicated to repairs

(including 2,500 technicians)

OUR

RAISON D’ÊTRE

A solid ﬁnancial position

ꢀ2020 revenue up 1.9% based on reported

data at €7.5 billion

Commit to an educated choice

and a sustainable consumption

ꢀFree cash-ﬂow from operations for 2020⁽¹⁾

of €192 million, an increase compared to 2019

ꢀNet cash of €114 million at the end of 2020

ꢀA solid liquidity position of €1.9 billion

at the end of 2020

An omnichannel,

multi-format model

ꢀ908 stores (including 344 franchises)

ꢀ14 main websites

ꢀSecondlargest player in e-commerce

in France in terms of audience⁽²⁾

ꢀA high level of clickcollect

A centralized, in-house

logistics network

ꢀ1,000 delivery centers

ꢀ14 warehouses and around 90 physical sales,

e-commerce, and after-sales service platforms

ꢀCentralized organization of after-sales service

focusing on four major workshops in France

and one spare-parts warehouse

Key markets

ꢀSix European markets: France and Switzerland,

Belgium and Luxembourg, and Iberian Peninsula

ꢀFranchises in Africa, the Middle East,

and the French overseas departments

ꢀA diversiﬁed product and services offering

OUR CSR PILLARS

HUMAN

CAPITAL

SUSTAINABLE

CONSUMPTION

TERRITORIES

AND CULTURE

Governance of the highest standard

ꢀA diverse range of skills and a signiﬁcant proportion

of women (43%) on the Board of Directors

ꢀAn independence rate of 79% and an attendance rate

of 98% for Board members

ꢀAn Executive Committee compensation system

that includes CSR criteria and long-term components

CLIMATE

PROTECTION

ETHICAL BUSINESS

CONDUCT

(1) Excluding IFRS 16.

(2) Source FEVAD, average for 2020.

14 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Added value for

Approximately 200,000 subscribers to Darty

Max, the subscription-based repair service,

Customers

with a target of more than 2 million

subscribers in 2025

◎

ꢀServices and independent advice to help them make

an educated choice and promote sustainable consumption

ꢀAn omnichannel offering and operational performance

that can be adapted to each individual’s needs

152 “Sustainable Choice by Darty”

labeled products

An increasing sustainability score

(105 compared with 95 in 2018),

with a target of 135 by 2025

◎

76% of employees received training in 2020

Launch of an extensive one-on-one

training program to strengthen expertise

among salespeople

Employees

ꢀDevelopment of skills and employability

ꢀQuality of life at work

24% of women in leadership positions,

with a target of 35% in 2025

and professional equality

◎

A gender equality index score of 90/100⁽³⁾

More than 1/3 of the stores in our network

are operated under franchise (344 stores)

More than 4,000 sellers on Marketplace

Strategic partnerships, in particular

in the urban mobility market (products,

repair services)

Partners

ꢀA sustainable ecosystem of partnerships

ꢀSynergies and cooperation

Aggregate free cash-ﬂow from operations⁽⁴⁾

of approximately €500 million over the period

2021-2023 and at least €240 million annually

from 2025

Shareholders

ꢀA healthy balance sheet and highly robust

liquidity position

Distribution rate of at least 30% in the medium

ꢀImproved non-ﬁnancial ratings

term⁽⁵⁾

ꢀA new strategic plan, which aims to generate

recurring free cash-ﬂow from operations and

a return to shareholders starting this year

Proposed ordinary dividend of €1/share for 2020⁽⁶⁾

Vigeo rating up 4 points; 9^thout of 73 companies

in its sector

More than 2,000 free cultural events, in-store and online

Launch of a digital cultural media initiative:

La Claque Fnac

€340,000 in micro-donations and 411,000 books

passed on to associations

Over 300,000 large domestic appliances donated

to the SSE

Work toward an omnichannel customer experience

adapted to every need

Company

ꢀDemocratization of culture and promotion

of cultural diversity

ꢀHistoric partnerships with players in

the Social and Solidarity Economy (SSE)

More than 1.7 million products repaired,

with a target of 2.5 million products

repaired in 2025

Nearly 50,000 metric tons of electronic

waste collected

Transport and energy-related CO₂emissions

down 12%,

◎

Environment

ꢀExtending product life span through repair

and Second Life

ꢀWaste collection and recycling

ꢀActions to reduce CO₂emissions

with a target of -50% by 2030

◎

Public authorities

An active contribution to the development

of the repairability index (AGEC law)

€122 million in tax and contributions paid

ꢀCooperation with institutions to promote

product sustainability

ꢀFiscal responsibility

(3) Consolidated Index of Fnac Darty companies in France.

(4) Excluding IFRS 16.

(5) Calculated on the net income from continuing operations, Group share.

(6) Proposal submitted to a vote at the General Meeting on May 27, 2021.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Business Model

1.1.3 / MARKET CHALLENGES, SOURCES OF OPPORTUNITY

Fnac Darty, a leader in tackling the current challenges Our achievements in 2020

Unprecedented global health and economic crisis

Disrupted supply chains and strained logistics A high-quality relationship with our suppliers, in line with our leading position

and delivery capabilities

in the specialized retail market in France

Centralized in-house logistics capabilities providing the ability to adapt quickly

and nimbly in times of crisis

Partnerships with key delivery service providers and strong internal delivery

capabilities that can be easily mobilized when required

Shifting consumption patterns

A product offering tailored to consumer expectations, with greater focus

on home equipment and categories related to remote working

and home-based learning

A reliable service offering (delivery, after-sales service), despite the challenging

context, to meet the urgent needs of our customers

Purchasing power affected

Short-time working measures applied in the Group’s operating countries

during the ﬁrst lockdown

Set guaranteed prices in a context of crisis and shortage of a number

of products

Rethinking employee relations

An employer anxious to guarantee the health and safety of its employees –

provision, ahead of the curve, of health protection (masks, gel, remote working

measures and adjustment of working hours, etc.)

A new, fully safe approach to in-store contact with the implementation of

“Welcomers”, Plexiglas, and self-service gel. Compliance with capacity limits,

and social distancing measures

These health safety measures have made it possible to contain the number

of infections and were welcomed by the brands’ customers and by the various

administrations, whose site inspections have all proved conclusive

Sharp upturn in e-commerce

A highly competitive sector

Success of our omnichannel model combining the complementary strengths

of stores and e-commerce

A strong digital presence, representing nearly one-third of the Group’s sales

in 2020, an increase of 10 pt in one year

Differentiation thanks to our diversiﬁed range of products and services

France’s leading after-sales service

A demand for immediacy

A ﬁrst-rate customer promise, with delivery times at the best market standards

Widespread roll-out of the clickcollect offer across all countries and products

to offset in-store restrictions and the closure of some or all departments

Consumers faced with hyperchoice

Wide, ever-more diverse range of products available (urban mobility,

kitchen, etc.)

A Marketplace featuring more than 30 million product items

Managing high volumes of demand

in a short time

Reliability of digital and logistics platforms designed to support very high

demand (+60% of parcels delivered at Group level in 2020 compared to 2019)

Ability to adapt in response to reallocation of resources (human, technical,

logistics) to meet and fulﬁll all orders as soon as possible

16 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Business Model

Fnac Darty, a leader in tackling the current challenges Our achievements in 2020

Crisis of conﬁdence and search for meaning

A strong attachment to stores, which are

essential to the consumer experience

Successful store re-openings with a rapid return of consumers post-lockdown

The need for advice and expertise from our salespeople and an ever-present

consumer need to see and test the products in-store

Employees and consumers seeking to align

their work and buying habits with their values

A responsible employer and retailer that attracts talent and builds

consumer loyalty

Continued integration of Nature Découvertes (B Corp company) to strengthen

the Group’s offer in the Wellbeing segments, and the committed consumption

of natural products

The lifestyle disruption wrought by the crisis

has led to a redeﬁnition of priorities and

a re-examination of the concept of product use

An innovative product offering that is always adapting so as to keep abreast of

changing consumer habits (urban mobility, remote working, home equipment)

A wide, groundbreaking range of services to facilitate and guarantee product

use – continued integration of WeFix (acquired in October 2018) and roll-out

of Darty Max, which garnered almost 200,000 subscribers in 2020

Increased growth in sustainable and responsible consumption

Increasing consumer interest

in the provenance and composition

of consumer goods

New innovations in terms of customer information regarding

product composition and repairability (Labo Fnac, After-Sales Service

Barometer)

Consumer awareness of the ecological

footprint of products and their lifespan

Initiatives that contribute to extending product life spans: increasing product

lifespans (leading after-sales service – Darty Max – sustainable choice label –

repairability index); recycling (leading WEEE collector – clean recycling center

since 1994 – 2 for 1 collection system) and promotion of second life

(Fnac Occasion and Darty Occasion – partnership with “Envie”)

Increasing expertise of consumers

Support thanks to the genuine expertise of our 12,000 salespeople

(33% of employees trained in France in face-to-face sessions, and 77%

via e-learning) and more than 3,000 employees dedicated to repairs

Growing climate and environmental challenges

Growing awareness

A commitment by the Group to reduce its CO₂emissions by 50% by 2030

compared to 2019, primarily by tackling energy consumption and transport

A Climate Committee set up in 2019 for regular monitoring of progress

and action undertaken in this area, and meet this target

Increasing regulation

A repairability index established by Darty as early as 2018, ahead of the French

government’s implementation of the repairability index as of January 1, 2021

Innovation to foster a more circular economy

Recognition for the Group’s initiatives pertaining to the circular economy:

Fnac Darty has received the commendation of the French Ministry for

Ecological and Inclusive Transition and, in 2018, was awarded the “Entreprises

et Environnement” (businesses and environment) prize by Ademe, in the

Circular Economy category

Groundbreaking initiatives to foster a more circular economy: customer

information and independent advice (Labo Fnac since 1972 – After-sales

service barometer) – increasing product lifespans (leading after-sales service

– launch of Darty Max service in late 2019 – sustainable choice label –

repairability index since 2018); recycling (leading WEEE collector – clean

recycling center since 1994 – 2 for 1 collection system) and promotion of

second life (Fnac Occasion and Darty Occasion – partnership with “Envie”)

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

History

1.2 / History

1.2.1 / HISTORY OF FNAC

1954 Since its founding by André Essel and Max Théret in

1954, Fnac has had a remarkable history built on passion,

boldness and adaptation to changing consumer patterns.

1980 Fnac stock was ﬁrst traded on the Paris Stock Exchange. A

year later, it began to diversify internationally, opening its ﬁrst

store in Brussels, Belgium. The same year, it also launched

its travel business, Fnac Voyages.

From the outset, the two founders wanted to breakthe mold

of traditional business, so they based their enterprise on the

idea of consumer protection. When it was created, “Fnac”

was an acronym for the Fédération Nationale d’Achats des

Cadres (National Federation for Purchases by Executives).

At that time, it was set up to enable executives to buy

photographic and cinematographic equipment at attractive

prices. Fnac subsequently opened up to a wider customer

base by introducing new product categories such as books

and music.

1993 After Belgium, Fnac headed south and established itself in

Spain, with its ﬁrst store in Madrid.

1994 The Crédit Lyonnais Group became Fnac’s majority

shareholder. Fnac then became part of the Kering Group,

and its stock stopped being traded in December 1994.

1998 The brand opened its ﬁrst store in Lisbon, Portugal.

1999 Fnac began its program of multi-channel development by

launching a website (fnac.com) and continued its expansion

outside Europe, opening its ﬁrst store in São Paulo, Brazil.

1957 Fnac opened its ﬁrst store, which specialized in photography

and sound equipment, on Boulevard Sébastopol in the

fourth arrondissement in Paris. A few years later, this store

was expanded with the introduction of a section dedicated

to records.

2000 Fnac accelerated its international expansion by introducing

its business to two new countries: Italy and Switzerland.

2006 Fnac began operating in outlying metropolitan areas with a

new one-story store format, the ﬁrst of which was located

in Bordeaux Lac.

1960 Fnac’s ﬁrst laboratory tests comparing various consumer

electronics were published in Contact magazine. The

introduction of a testing laboratoryforged Fnac’s enduring

image as a specialist in consumer electronics.

2011 The Company launched a strategic plan (“Fnac 2015”) based

on three objectives: ramping up the omnichannel strategy,

developing closer ties with customers, and developing levers

for growth, both in terms of new products and new store

formats.

1965 The Group created a cultural association called Alpha (Arts

et Loisirs Pour l’Homme d’Aujourd’hui or Arts and Leisure

for Today’s Man), which became the ﬁrst ticketing business

in France. A year later, Fnac launched its ﬁrst photo gallery,

conﬁrming its intention to invest in the culture sector.

2012 The brand disposed of its activities in Italy and accelerated

and strengthened its geographical coverage by openingnew

format stores operated directly or via a franchise.

1969 Fnac opened a second store in 1969, on Avenue de

Wagram in the seventeenth arrondissement in Paris. The

highly innovative design of this store reﬂected a different

retail concept. This was followed three years later by the

opening of the ﬁrst store outside Paris, in Lyon.

2013 In keeping with its strategic refocus, Kering launched the

Fnac spin-off and listed it for trading on June 20.

2015 The Fnac Group made an offer to acquire Darty in the belief

that this merger would be a major strategic and ﬁnancial

opportunity for both groups, withthe goal of creating the

leading retailer of consumer electronics, entertainment

products and domestic appliances in France.

1974 This year marked the beginning of book sales, with the

opening of the Fnac store at Montparnasse(in Paris) and the

creation of the Forums de Rencontre cultural spaces. These

areas, inside the stores, are entirely devoted to culture and

to interaction with artists, through events like concerts, book

signings and discussions with leading ﬁgures; this cemented

Fnac’s strategy and its identity as a cultural player.

2016 Fnac Group shareholders decided to establish a strategic

partnership with Vivendi, which became the shareholder of

15% of the Fnac Group’s capital through a reserved capital

increase in the amount of €159 million.

1979 Fnac’s Forum des Halles store opened its doors and quickly

became the largest Fnac Group store in terms of both size

and revenue.

18 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

History

1.2.2 / HISTORY OF DARTY

1957 Creation of the Darty brand.

6,521 employees participated, taking control of 56% of the

capital. It is still the largest MBO (management buyout) in

Europe. Acquisition of a 49% stake in the company New

Vanden Borre, a specialist retailer in domestic appliances in

Belgium.

“A customer is satisﬁed only when the product he purchases

works and performs as expected,” observed the young

brothers Natan, Marcel and Bernard Darty as they dealt with

customers. This observation would become the basis for

their business practices. In the months following the creation

of the brand in 1957, they offered customers low prices

and rapid delivery and repair. Their formative years were

dedicated to learning how to applythe gold standards of

business, and to developing the family business in Paris

and its suburbs. The Darty brothers, who initially worked in

textiles, opened their ﬁrst commercial space, specializing in

radio and television sets, in Montreuil (Seine-Saint-Denis),

north-east of Paris.

Darty opened its one-hundredth store.

1989 Darty was the ﬁrst retailer to sponsor a television show, the

weather report. This sponsorship is still in place.

1993 Darty joined the European Kingﬁsher Group which, after a

spin-off in 2003, became Kingﬁsher Electricals SA (KESA).

During this period, Darty adapted its range of services to

meet new customer expectations by becoming a retailer of

multimedia solutions and developing its darty.com website.

It also changed the interior design of its stores.

1965 Opening of the second Darty store, in the Belleville district

of Paris.

1996 Darty launched its first website (which would go on to

become a retail site three years later). Customers who make

purchases on www.darty.com or over the phone enjoy the

beneﬁts of the Contract of Conﬁdence.

1968 Opening in Bondy (Seine-Saint-Denis) of the ﬁrst superstore

specializing in domestic appliances in an 800 m²retail

space, and launch of the ﬁrst after-sales service.

1999 Darty created a technical helpline for its multimedia

1969 Creation of the subsidiary Caprofem, a domestic appliances

wholesaler, and establishment of its premises in Pantin

(Seine-Saint-Denis).

customers, which is open seven days a week.

2003 Darty changed the interior layout of its stores to make

customers feel more welcome and improve their shopping

experience.

1973 Launch of the customer promise “A bottle of champagne if

you ﬁnd a cheaper price elsewhere”, to reinforce Article 2

of the Darty Contract of Confidence on refunding the

difference. This represents the ﬁrst time a retailer made a

written commitment to its customers guaranteeing prices,

choices and services. This contract thus became the

Company’s identity, applying to all employees.

2006 With DartyBox, Darty became a service provider (internet,

telephony, television).

2007 Successful launch of the Darty card: this customer loyalty

card offers customers access on darty.com to all of the

products they have purchased, as well as their warranties,

instructions and a selection of associated products. Creation

of the ﬁrst purpose-built kitchen space within the new Darty

store on Rue de Rivoli in Paris.

1974 Darty had one warehouse, 11 stores and 908 employees.

45 trucks made 400 deliveries per day.

1975 40,000 m²: the surface area of the Darty warehouse in

Mitry-Mory, the largest in Europe dedicated to domestic

appliances.

2014 Starting with its ﬁrst franchise store in Challans (Vendée),

Darty set out to reach the 30% of the French population that

does not have a Darty store nearby.

1976 Listed for trading: the share price was 300 francs. One third

of the equity was available to the public. At this time, Darty

had 20 stores and 1,845 employees.

Launch of the Darty Button to celebrate the fortieth

anniversary of the Contract of Confidence. A major

innovation, this small connected object allows customers

who subscribe to the service to receive telephone support

for all home products purchased fromDarty or elsewhere,

whether under warranty or not. At the simple push of a

button, customers receive an immediate callback, 24 hours

a day, 7 days a week.

1984 Darty founded Dacem, a company to ensure the supply and

management of spare parts and accessories for domestic

appliances.

Partnership with “Envie”, a charitable aid network for social

integration through work in the recovery and repair of

devices that were past their useful life.

2015 Darty offers in-home repair and same-day delivery for large

domestic appliances and televisions. The brand is always at

the cutting edge of innovation and is the only brand to offer

these services immediately.

1988 In April, the management team took the initiative, with the

support of the founders, to launch a public tender offer

allowing Darty employees to assume ownership of their

own company. The operation was a success: 90% of the

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

2020, a year marked by an unprecedented health crisis

1.2.3 / HISTORY OF FNAC DARTY

2016 Fnac Darty is born: In July, the French Competition Authority

authorized the acquisition of Darty by the Fnac Group. After

several months of constructive discussions between Fnac

and the Authority, the latter acknowledged that physical

stores and online sales were part of the same market, a

pioneering decision in Europe.

2019 Several acquisitions expanded the brand portfolio:

Billetreduc.com, a leading player in “last-minute” event

ticketing in France, and Nature Découvertes, a leading

omnichannel retailer of natural and wellbeing products.

Partnership with CTS Eventim, the European leader in the

ticketing sector.

On August 17, Darty shares were delisted (from the London

and Euronext Paris exchanges). At the end of the squeeze-

out period, which was September 12, 2016, Fnac had

acquired 100% of Darty’s share capital, of which 30.64%

was paid in shares.

Launch of Darty Max, a brand new subscription-based

repair service intended to extend the life span of large

appliances.

2020 In order to refocus on markets where the Group has critical

mass, Fnac Darty sold its Dutch subsidiary BCC, which

specializes in electronics and household appliances in the

Netherlands, to Mirage Retail Group.

2017 Launch of the Conﬁance+ strategic plan in December.

2018 Acquisition of WeFix, the French leader in express

smartphone repair.

1.3 / 2020, a year marked by an unprecedented

health crisis

In the context of the unprecedented Covid-19 health crisis,

the Group’s priority was to guarantee the health and safety of

employees and customers by implementing the best protection

measures, ahead of legal obligations. Good management of this

crisis was therefore based on the adoption of collective, organized

measures, which was possible thanks to the quality of social dialog

within the Group to ensure business continuity. All the measures

taken by the Group, which helped to contain the number of

infections, were praised by the customers of the brands, but also

by the different administrations whose control inspections were

all conclusive. Fnac Darty was able to demonstrate its agility and

capacity for rapid adaptation in a changingenvironment to meet

consumers’ urgent need to be equipped for working and learning

from home.

The Group also pursued its initiatives in supporting its customers

toward an educated choice and sustainable consumption with the

launch of the third edition of the “after-sales service barometer”

in September 2020, which is designed to give the public better

information about the life span of 63 product families from the

universe of appliances and multimedia, compared with 15 the

previous year. This new edition, available to all our customers

on our websites and in stores, now features an easily identiﬁable

sustainability score, aggregating both reliability and repairability

criteria, an innovation that lets consumers compare all product

categories against one another and make comparisons between

brands. The Group also used this sustainability score to expand

the selection of products referenced by the “sustainable choice by

Darty” label, which now covers 152 products, 83 large domestic

appliances and 69 small domestic appliances. This innovation,

implemented in all Darty stores, is based on two criteria: availability

of spare parts for at least 10 years and the product’s low

breakdown rate within its price category. The Darty Occasion offer

has been extended to include cold-category household products,

including refrigerators and freezers, in order to give a second life

to all types of electronic and household products offered and to

strengthen the Group’s position in this growing market.

Despite the atypical context that prevailed in 2020, the Group

pursued its initiatives to become a major player in the circular

economy, and a promoter for extending the life span of the

products. Fnac Darty therefore continued the roll-out of its new

subscription repair service, Darty Max, launched in October 2019,

and designed to extend the life span of large appliances. This

service carries on the Group’s longstanding commitment

to responsible consumption. At the end of 2020, around

200,000 customers had subscribed to this service, and several

thousand appliances had been repaired each month thanks to

Darty Max, representing tens of tons of waste prevented.

20 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

2020, a year marked by an unprecedentedhealth crisis

1.3.1 / FNAC DARTY’S UNIQUE AND HIGHLY AGILE OMNICHANNEL MODEL

AND SOLID BUSINESS EXECUTION

The year 2020 was marked by the Covid-19 crisis and its spread

around the world overwhelmed all business sectors, including

retail. While guaranteeing the health and safety of its employees

and customers, Fnac Darty then demonstrated its capacity for

rapid adaptation and its operational agility in order to continue its

service, delivery and after-sale service activities.

health measures to ensure the successful reopening of its stores,

which was permitted thanks to the advance preparation of

employees and their unfailing commitment.

The Group’s high-quality supplier relationships and the solid

commercial capacity of its teams allowed it to achieve a good

level of product availability throughout the year and to meet the

high demand in categories of products related to telecommuting,

at-home learning, gaming and home equipment.

Fnac Darty ﬁrst had to face a supply crisis related to production

delays generated by disruption to the industrial bases in China

following the arrival of the epidemic on Chinese territory at the

beginning of the year. The Group had to adapt its merchandise

purchasing policy to deal with production delays and develop a

tactical purchasing plan for categories of key products in close

collaboration with its suppliers.

Faced with the increased spread of the virus in October 2020, new

lockdown measures were implemented in France from October 29

to November 28, resulting in the closure of the departments of

product categories deemed non-essential by the Government

(editorial products including books, large appliances, games

toys). All Fnac and Darty stores remained open in France during

this period for the sale of consumer electronics, small household

appliances and urban mobility products, which represented more

than 60% of normal product sales. For the other categories,

online and clickcollect sales authorized during this second

lockdown recorded high demand. Once again, Fnac Darty had to

demonstrate a strong capacity for adaptation by reorganizing its

stores and implementing a large number of initiatives to promote

clickcollect as much as possible during a crucial period of major

sales appointments for the Group. The Group’s leading position in

France, combined with the quality of its relations with its suppliers

and its solid business execution allowed Fnac Darty to outperform

in sales during the end of year period, Black Friday and Christmas.

Starting in March, the pandemic spread across Europe, leading

to the implementation of the first lockdown measures by all

governments in the countries in which Fnac Darty does business.

These measures led to the closure of almost all the Group’s stores,

representing 80% of the Group’s normal revenues, from March 15

through May 10, resulting in a total shutdown of in-store sales. The

centralized organization of the Group’s logistics platforms and the

strength of its digital platforms meant it was able to quickly adapt

its model and meet the very high demand, thanks to the unfailing

commitment of its teams and the rapid reassignment of resources

to digital capacities and service activities. The Group was also able

to rely on its partnership ecosystem of delivery providers and its

in-house delivery capabilities, which allowed it to ensure delivery

times in line with the highest market standards.

The Group thus demonstrated the complementary nature of

its stores and its digital platforms, and the relevance of its

omnichannel model in an unprecedented health crisis. The strong

appeal of the Fnac and Darty brands combined with highly agile

operations and business execution allowed the Group to record

growth of more than 55% in its e-commerce platforms over

the year, with more than 5 million new active online customers

identiﬁed during the period. In addition, there was continued strong

momentum in winning new members this year, which was driven

in particular by the revamping of the loyalty program marked by

the launch of the new Fnac+ card that is designed to support the

digitalization of customers’ purchasing behavior and offer them

an enhanced cross-brand experience. This card offers a number

of promotional offers common to the Fnac and Darty brands: free

and unlimited delivery in one business day, a common pool for

accumulating loyalty points that can be converted into purchase

vouchers for use through both brands, online and in-store. As

a result, more than 1.3 new Fnac+ members signed up during

the year, bringing the total number of Fnac+ members to nearly

2.2 million at year-end 2020. Fnac Darty boasted a membership

base of nearly 10 million members, including 7 million in France at

the end of December 2020.

At the same time, another Fnac Darty priority was to protect

the Group’s proﬁtability and liquidity. 80% of its workforce was

furloughed following the closure of the store network during

the ﬁrst lockdown. The Group has adjusted its rent payments,

postponed the payment of taxes and social security charges, and

put in place merchandise purchasing and inventory target policies.

The Group also negotiated longer payment terms with its suppliers

in accordance with the French law on economic modernization

(known as the “LME”). The investment plan was revised downward

while maintaining its priority projects. Finally, Fnac Darty was

one of the ﬁrst issuers in France to receive a €500 million state-

guaranteed loan in April.

At the end of the ﬁrst government-imposed lockdown, the Group

began to progressively reopen its stores. Almost all stores in

France, Switzerland and Belgium re-opened the week of May 11,

while stores in Portugal re-opened on May 15. In Spain, stores

reopened very gradually throughout the month with the last

ones opening at the end of the ﬁrst week in June. In line with its

commitment to ensure the health and safety of its employees,

partners and customers, Fnac Darty implemented all necessary

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

2020, a year marked by an unprecedentedhealth crisis

In 2020, e-commerce represented 29% of the Group’s revenues,

versus 19% one year earlier. The Group has also seen an

acceleration in mobile devices, which account for more than

64% of the traffic on its sites, an increase since the previous

year. Marketplaces also posted very strong double-digit growth.

Omnichannel, which was impacted by the closure of all or some of

the stores and limits on in-store trafﬁc, accounted for 42%of online

sales during the year, in a context of very strong growth in the

weight of e-commerce. The momentum of clickcollect remained

very steady, particularly during Q4 when order processing via

clickcollect rose by 40% compared to Q4 2019.

The Group continued to expand its store network at a slower rate

than in the past, with the opening in 2020 of 36 stores, including

27 under franchise. The Group opened 9 directly owned, 3 Fnac,

4 Darty and 2 Nature Découvertes stores. Fnac opened

13 stores during the year: 10 in France, 1 in Portugal, 1 in Spain

and 1 in Belgium. Darty opened 21 stores in France. At year-

end 2020, Fnac Darty had a network of 908 stores, including

344 franchises. The momentum of expansion will continue in 2021,

at a slower rate than previously, primarily in the franchise format.

At the same time, in November 2020, Fnac Switzerland and Manor

launched a test phase lasting several months for the rollout of four

shop-in-shops in Switzerland. If this test phase proves conclusive,

it will allow the Group to signiﬁcantly strengthen its presence in

Switzerland.

1.3.2 / FINALIZATION OF THE SALE OF BCC IN THE NETHERLANDS

TO MIRAGE RETAIL GROUP

Following the announcement in January 2020 of the search for

a partner to pull out of the Netherlands, in November 2020 the

Group ﬁnalized the disposal of 100% of its Dutch subsidiaryBCC,

a specialist in electronics and large appliances in the Netherlands,

in accordance with the terms communicated on September 28,

2020 and after obtaining the necessary authorizations from

the relevant regulatory authorities and work councils. Mirage

Retail Group has real experience in retail in the Netherlands

and specializes in recovery strategies, combining its in-depth

knowledge and experience in retail, real estate and logistics to

drive forward-looking brands with high proﬁt potential. Fnac Darty

is convinced that the transaction will enable BCC to beneﬁt from

the right support for successful performance in its market.

1.3.3 / CONTINUATION OF INITIATIVES TO INNOVATE AND DIVERSIFY

THE FNAC DARTY OFFER

In 2020, despite the difﬁculties encountered in an unprecedented

crisis, Fnac Darty pursued its initiatives in terms of innovation and

Nature Découvertes

customer experience by expanding the diversiﬁcation of its product

portfolio.

Nature Découvertes recorded a decrease in its sales in 2020

due to the drop in in-store sales impacted by the closure of its

entire store network during the two lockdowns, and despite the

strong growth of more than 100% in itsonline sales. This strong

momentum in online sales was driven by the Children’s Equipment,

Wellbeing and Nature Activity categories. The three Nature

Découvertes stores in Germany were closed in 2020, in order to

reposition the brand in its key markets. The retailer’s ﬁrst location

in Spain has been a success, and the Group intends to continue

the expansion of Nature Découvertes by building on its existing

operational capacities.

WeFix

The integration of WeFix continued in 2020, despite the difﬁcult

operating conditions imposed by the two successive lockdowns,

with the opening of 21 new points of sale, bringing the total

number of points of sale to 117 at the end of December. Note

that the repair activities and the sale of reconditioned products

and accessories increased in a context in which in-store footfall

was impacted by the current crisis. In addition, the group rolled

out the X-Force screen protection solution, named product of the

year 2021, in 197 Fnac and Darty stores.

22 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

2020, a year marked by an unprecedentedhealth crisis

Services

Other product diversiﬁcations

Services were signiﬁcantly impacted in 2020 by a high comparison

base effect until April, related to the change in the multimedia

insurance service provider in April 2019, the closure of integrated

and franchise stores during the ﬁrst lockdown, the limits on in-

store trafﬁc and the suspension of ticket sales as a result of the

government measures imposed on the entertainment industry. At

the same time, the Darty Max service recorded real success with

French consumers. Despite the context that hindered the attraction

of new customers, particularly during the ﬁrst lockdown, almost

200,000 customers have already signed up for this unlimited

subscription repair service, which covers all large appliances for

€9.99 a month. Available since its launch in all Darty stores in

France, consumers have been able to subscribe to this service

online and by telephone since September.

Finally, Fnac Darty continued to diversify its product offer, allowing

for reallocation of the in-store sales area to new, fast-growing

product categories, driven particularly by the Games Toys, Home

Design and Urban Mobility segments. Building on its leading

position in France in the scooter segment since 2019, the Group

expanded its high-end product line to new categories. In keeping

with this development, Fnac Darty signed an exclusive distribution

agreement with the Xiaomi brand to sell its folding electric bike,

and with Angell Bike to distribute its electric power-assisted

bicycles. Fnac Darty also signed a new partnership with Citroën

to exclusively market AMI, the car manufacturer’s fully electric

mobility solution, in 39 Group stores. Finally, and more recently,

Fnac Darty completed its innovative offer by entering into a

partnership with Red Electric for the distribution of the new Model

E scooter, 100% electric and 100% French, in 30 Group stores.

In addition, Fnac Darty expanded its service offer by partnering

with Cycloﬁx, the French leader in micromobility maintenance to

provide consumers with a complete mobility ecosystem, offering

an immediate repair service for electric scooters and bikes in Fnac

and Darty retail stores. This partnership is fully aligned with the

Group’s commitment to extending the lifespan of its products.

Darty Kitchen

The roll-out of the Darty Kitchen offer continued in 2020 with the

opening of 16 new sales areas, including 8 new stores exclusively

dedicated to this offer. At the end of December 2020, the Group

had more than 165 Kitchen sales outlets, including 19 stores

dedicated exclusively to this service offer.

1.3.4 / GROWTH IN 2020 REVENUES IN THE CONTEXT OF AN UNPRECEDENTED

HEALTH CRISIS

Fnac Darty posted revenues of €7,491 million, an increase of

+0.6% on a like-for-like basis. This performance was achieved in

the context of an unprecedented health crisis marked, in particular,

by two lockdown periods. During the ﬁrst lockdown (March 15

– May 10, 2020), almost all the Group’s stores were closed and

online sales increased sharply thanks to the agility and power of

the Group’s centralized logistics and delivery capacities. During

the second lockdown (October 29 – November 28, 2020), online

and clickcollect sales were available for all products, easing the

impact of the closure on departments deemed non-essential in

stores. Over the year as a whole, the solid growth in online sales

of more than 55%, driven primarily by the gain of over ﬁve million

new active online customers and the capability of the omnichannel

model, more than offset the decline in footfall in stores.

The gross margin rate reached 29.2% in 2020, down -120 basis

points compared with 2019, primarily because of an unfavorable

product mix effect of 80 basis points due to a drop in footfall in-

store, which particularly penalized editorial products that are very

sensitive to impulse purchases, and a sharp increase in sales of

consumer electronics. Ticket sales, which fell sharply, impacted the

gross margin rate by -45 basis points. Finally, the consolidation of

Nature Découvertes over a full year offset the decline in other

retail services impacted by drop in footfall in stores.

Current operating income stood at €215 million in 2020, down

-€78 million year-on-year. After an operating loss recorded in the

ﬁrst half, primarily tied to the health crisis, good control of operating

costs and the full effect of the readjustment plans helped Fnac

Darty maintain an operating margin in the second half of 2020 that

was unchanged from the second half of 2019. The consolidation

of Nature Découvertes over a full year in 2020 had a negative

impact of -€16 million on 2020 current operating income for the

period due to the normal seasonal activity of the brand.

Additional revenues related to the consolidation of Nature

Découvertes over a full year amounted to €83 million in 2020.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

2020, a year marked by an unprecedentedhealth crisis

The net income, Group share from continuing operations was

€96 million in 2020 compared to €115 million in 2019. The limited

decline primarily represents the reduction in non-current items,

ﬁnancial expenses and the tax liability compared with 2019.

Fnac Darty continued to generate a strong free cash ﬂow from

operations amounting to €192 million in 2020, up +€19 million

compared to 2019.

The Group’s operational and ﬁnancial performance is detailed

in section 4.1 “Analysis of business activities and consolidated

results”.

1.3.5 / IMPACT OF THE TRANSITION TO IFRS 16

The method used for the application of IFRS 16 is the modiﬁed

retrospective method. It consists of reintegrating lease

commitments into debt and, in turn, recognizing an asset called

“right of use”. As a result, for lease contracts falling within the

scope of IFRS 16, rents are no longer recognized as expenses in

the income statement, but as amortization and ﬁnancial expense

instead. Lease payments are divided into the repayment of the

debt capital and the repayment of the ﬁnancial expense. The main

impacts of the standard therefore relate to EBITDA, the Group’s

debt position and the accountingﬁnancial cost associated with

this debt.

EBITDA was €567 million in 2020. Excluding IFRS 16, EBITDA was

€322 million, compared to €395 million the previous year.

The application of IFRS 16 adversely impacted ﬁnancial costs in

the income statement, in the amount of €22 million.

Finally, at the end of December, net financial debt totaled

€1,000 million, compared with €114 million excluding IFRS 16.

1.3.6 / A DIVERSIFIED FINANCING STRUCTURE

Excluding IFRS 16, the Group’s net cash was €114 million at

December 31, 2020 compared with -€18 million at December 31,

2019. Excluding IFRS 16, free cash-ﬂow from operations was high,

at €192 million, an increase of €19 million over one year. This

performance reﬂects the very good management of the working

capital requirement throughout the year, driven by the optimization

of inventory as a result of a controlled purchasing policy in the

context of the Covid-19 crisis, with an ampliﬁed effect in December

due to brisk sales momentum. Operational excellence and ﬁnancial

discipline enabled a rapid decrease in the Group’s net debt.As a

result, the Group has returned to a positive net cash position in an

unprecedented crisis context.

Thanks to the Group’s good commercial performance which led to

strong cash generation and a solid net cash position at year-end

2020, Fnac Darty announces its intention torepay the full amount

of the State-Guaranteed Loan of €500 million by no later than the

anniversary date in April 2021.

In addition, the €400 million revolving credit facility, drawn down

in full as a preventive measure in mid-March 2020, was not used

and was repaid on June 18, 2020.

Moreover, the Group’s lenders agreed to suspend its ﬁnancial

covenants for the months of June and December 2020; the

covenants were, however, met for both due dates.

At December 31, 2020, the Group’s liquidity position stood at

€1,569 million, thanks in particular to the state-guaranteed loan

of €500 million with a one-year maturity, and a ﬁve-year extension

option. In addition to this amount of available cash, a revolving

credit facility of €400 million had not been used at December 31,

2020.

The Group remains highly attentive to its cash positions and

completed a plan to adjust its investment spending in 2020

while preserving its priority projects focused on e-commerce,

digitalization and services. Investments were sharply reduced in

2020 compared with 2019, totaling €99 million, in accordance with

the indication that had been given by the Group.

24 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

2020, a year marked by an unprecedentedhealth crisis

Fnac Darty is rated by the ratings agencies SP Global, Scope

Ratings and Moody’s. Following the increased uncertainty caused

by the Covid-19 crisis, Moody’s conﬁrmed the Group’s Ba2 rating

in April 2020, while placing the rating outlook “under review” for

downgrade. On April 7, 2020, SP Global downgraded Fnac

Darty’s rating from BB+ to BB and lowered the rating outlook to

“negative”. However, the agency conﬁrmed the Group’s BB rating

in September, while lowering the outlook of this rating from “stable”

to “negative”. Finally, Scope Rating conﬁrmed the BBB- rating

assigned to Fnac Darty in June 2020, while lowering the outlook

from “stable” to “under review” for downgrade.

On March 16, 2021, Fnac Darty announced its new ﬁnancing

strategy with the repayment in full of its €500 million State-

Guaranteed Loan (SGL), the extension of its RCF credit

line to €500 million and the repayment of the €200 million

Senior Term Loan Facility maturing in April 2023, as well

as the placement of its ﬁrst issue of bonds with an option

for conversion and/or exchange for new and/or existing

shares (Océane) for approximately €200 million. Details of

these various transactions are set out in section 4.3 “Recent

events and outlook” in Chapter 4 of this Universal Registration

Document.

1.3.7 / GOVERNANCE AND SHAREHOLDING

Ceconomy remains the Group’s reference shareholder with

24.2% of share capital. It does not hold any seats on the Board of

Directors, but did participate in the coopting of three independent

members: Delphine Mousseau, Daniela Weber-Rey and Caroline

Grégoire Sainte Marie.

Finally, in view of the health crisis that marked 2020 and in

accordance with the conditions imposed for the implementation

of a State guaranteed loan, the Board of Directors withdrew the

proposed dividend of €1.50 per share for 2019 on April 19, 2020

and did not conduct share buyback programs in 2020 pursuant

to the restrictions imposed.

Since February 6, 2018, the French insurance broker SFAM has

been the Group’s second-largest shareholder, with a stake of more

than 11% in the equity of Fnac Darty.

Given the strength of its business model, Fnac Darty will propose

to the General Meeting on May 27, 2021 to reactivate its

shareholder return policy and pay an ordinary dividend of €1.00

per share ⁽¹⁾, representing a payout rate of around 30% ⁽²⁾. This

dividend will be payable entirely in cash. The ex-dividend date

will be July 5, 2021 and the dividend payment date July 7, 2021.

Fnac Darty also continues to take advantage of opportunities for

shareholder returns, and the Group seized a market opportunity

in 2018 and 2019 by conducting a share buyback program,

implemented for the ﬁrst time in October 2018, for a duration of

24 months.

(1) Corresponding to an amount of around €27 million on the basis of the number of Fnac Darty shares at December 31, 2020.

(2) Calculated on the net income from continuingoperations, Group share.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

1.4 / Fnac Darty markets and offering

1.4.1 / DESCRIPTION OF MARKETS

The Group is the leading retailer of domestic appliances,

electronics and entertainment products in France and is primarily

active in the following markets:

n domestic appliances, divided between large domestic

appliances (including refrigerators, cookers, washing machines)

and small domestic appliances (e.g. vacuum cleaners, cleaning

appliances and small cooking equipment);

n editorial products: books (physical or digital), audio (CD, vinyl),

DVD/Blu-Ray, new and used video games and consoles

and stationery;

n services: after-sales services, insurance and warranties, gift

boxes and gift cards, ticketing, Marketplace and franchise fees;

n consumer electronics: photography, TV and video, sound (hi-ﬁ,

headsets and speakers), computers and tablets, telephony and

connected devices;

n diversiﬁcation: Mobility, Games Toys, Wellbeing.

The size of the primary markets in which the Group is present is

described in the table below:

Size of markets in € million including tax in France^(a)

▼

Change

from 2019

Change

from 2019

2020

TV (Video)

Sound

2,818

1,164

550

16.5%

6.2%

Books

3,375

275

(1.9%)

(20.8%)

(27.2%)

4.2%

Audio

Photo

(19.0%)

19.2%

(0.2%)

24.2%

(1.5%)

Video

260

5,425

3,016

2,678

2,997

Gaming

1,783

3,310

5,903

3,833

Telephony

Connected devices

Games Toys

Stationery

31.0%

1.5%

Large domestic appliances

Small domestic appliances

13.7%

(a) Source: GfK, February 2021, except for Games Toys, source NPD.

1.4.2 / MARKET TRENDS

International competitors offer their customers a very high level of

service (high-quality websites, logistics, transport and customer

service) and are forcing click mortar companies to meet quality

standards that are at least as high as theirs.

1.4.2.1 / Digitization of retail and changes

in consumer behavior

The expansion of the internet has radically changed the two

brands’ markets. These markets have experienced a huge boom in

e-commerce, along with a change in the competitive environment

and the digitalization of editorial products.

The evolution of the internet and the advent of pure players have

changed consumer purchasing behavior. The development of

e-commerce websites has led to an expanded range of available

products and facilitated instant price comparisons. Consumers

now have much more information about product features via

technical fact sheets and consumer reviews. Armed with the

knowledge they obtain from this information, they are becoming

more demanding in stores in terms of price, advice and product

offerings.

The advent of e-commerce has resulted in the emergence of

new specialized online competitors, known as “pure players”,

who focus on competitive prices and services and an ever-

expanding offering. Some of these pure players, like Amazon,

have an international presence, while others, like Cdiscount or

Rue du Commerce, are primarily focused on the French market.

26 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

The rapid development of the internet has also led to the

phenomenon of digitization, i.e. the transition from physical media

to digital media, which has radically altered consumer spending

patterns on editorial products as downloading and streaming

have become more prevalent. Consumers increasingly prefer

digital editorial products, partly because they are cheaper than

their physical counterparts, but also because they save space, are

more accessible, can be consumed immediately, etc. However,

this digitization phenomenon affects each segment of editorial

products differently. The segments that have been most affected

are audio CD, DVD and Gaming with a penetration in the digital

sector of 70%, 82% and 79% respectively⁽¹⁾. Although the e-book

market is growing in France, the rate of penetration remains low,

at 3%⁽¹⁾of the market in 2020.

n mass-market retailers (mainly hypermarket chains like

Carrefour, Auchan, Leclerc, Géant Casino and Cora) that also

offer consumer electronics, editorial products and domestic

appliances; and

n ISPs (Internet Service Providers) and digital platforms that offer

music (Spotify, Deezer, iTunes), VOD (Netﬂix) and online gaming

(Steam, Origin).

1.4.2.3 / Market trends

The consumer electronics market, which represented 49% of

revenue in 2020, depends heavily on product innovation cycles

and household ownership rates. Innovation and its impacts are

inherently hard to predict.

The speciﬁc context of 2020, marked by an unprecedented health

crisis, leading to the implementation of lockdown measures,

travel restrictions and curfews, accelerated digitalization in the

retail sector, with the e-commerce share increasing sharply.

According to Fevad ⁽²⁾, e-commerce revenues increased by 9%

in 2020, led by an increase in online product sales estimated at

32%, while services fell by 10%. The weight of e-commerce was

up by 3 points in 2020, representing 13% of retail trade. Finally,

omnichannel players demonstrated the relevance of their model

with online sales up sharply at +53% over the year (with peaks of

+100% during the two lockdowns; acceleration of home deliveries,

clickcollect and drive).

The traditional cycle of a consumer electronics product begins with

its market launch, followed by high levels of growth as households

equip themselves with the new technology. Once households

are fully equipped, growth lessens progressively and the market

reaches maturity. Following this period, which varies in length

depending on the product in question and is generally reﬂected

by a fall in prices, the product may experience a resurgence in

growth when old models are replaced and when households buy

multiple devices.

Innovations can disrupt the “purchase-maturity-replacement-

multiple device” growth cycle, producing strong acceleration

or deceleration effects. For example, the widespread use of

tablets in recent years has created a new cycle of growth in the

micro-computer market, and households have added a tablet

to the multimedia devices they own. We are also witnessing the

premiumization of IT products (a trend towards thinner and lighter

computers, and the growth of gaming computers).

1.4.2.2 / Competitive environment

Fnac Darty’s main competitors are:

n specialist online retailers, known as pure players, which account

for the majority of online sales. They rely on competitive pricing

and services and an ever-expanding offering. Fnac’s main

competitors in France are the Amazon, Cdiscount, Alibaba and

Rue du Commerce websites;

However, with the recent introduction of smartphones with large

screens, consumers are now turning more to telephones than

to tablets. This phenomenon of substitution and cannibalization

by smartphones has also affected existing devices such as MP3

players, GPS systems and cameras.

n specialist retailers that offer products to their customers through

a network of physical retail spaces (brick mortar) and, where

applicable, via a website (click mortar). These players usually

have an established reputation among the general public

because they have existed for a long time and offer a general

range of products. In France, for example, the best-known are

HTM Boulanger, Conforama, But and Cultura;

Over the past few years, cycles have become shorter and shorter

and consumers are now replacing their electronic devices at an

ever-increasing rate.

In recent years this market has seen the emergence of new

product categories, with a surge in demand for connected devices,

for example.

(1) Source: GfK, February 2021.

(2) Source: FEVAD: 2020 e-commerce summary, published February 4, 2021 on www.fevad.com.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

Consumers are placing increasing importance on services related

to consumer electronics (insurance), as well as delivery and after-

sales service.

and the rise of the digital economy. The CD and DVD market

has been in decline in recent years, which is pushing retailers to

invent new modes of consumption for this segment. This poor

performance has, nevertheless, been partially offset by strong

sales in vinyl.

The growth in remote working and home-based learning in

connection with the health crisis led to very strong demand for

consumer electronics, particularly in categories such as IT and

accessories, which recorded robust growth throughout the year.

Time spent at home and the closure of theaters and cinemas also

created a desire among consumers to purchase entertainment

products, resulting in high demand for wide-screen televisions.

The book market is highly sensitive to in-store impulse purchases.

In 2020, this segment was impacted by the drop in in-store footfall

associated with the two-month closure of almost the whole of our

store network and the measures imposed by governments to limit

in-store trafﬁc in order to contain the pandemic.

The white goods market, which accounts for 22% of 2020

revenue, depends primarily on the renewal of household

equipment. The small domestic appliance market remains strong,

especially with regard to ﬂoor care (carpet sweepers and robots)

and food processors. However, the innovation cycle has been

weaker since 2019.

Gaming beneﬁted from the releases of new PlayStation and Xbox

consoles in November 2020, as well as the new Fifa 21 game.

Furthermore, the health crisis also gave this category a major

boost as a result of the lockdown periods and the increased time

spent at home. The Group became market leader in this segment

in 2020.

In 2020, the health crisis and the health restrictions imposed

in the shape of lockdowns or curfews increased the amount of

time spent at home. Consumers then realized the importance of

wellbeing at home and of the use of home equipment, including

large and small domestic appliances. As a result, almost all white

goods categories grew in 2020.

In recent years, the Group has accelerated its diversiﬁcation in

four major segments, Games Toys, Urban Mobility, Kitchen and

Wellbeing:

n the Games Toys market is driven by board and family games;

n the rapidly growing Urban Mobility market is driven by

manufacturers’ innovation (electric bicycles, electric scooters,

electric mopeds) and by public policies that seek to cut down

on the use of cars in city centers (reducing pollution, noise and

trafﬁc in city centers, providing French governmentsubsidies for

the purchase of “green” modes of transport). The health crisis

in 2020 promoted the use of alternatives to public transport

such as bicycles, scooters and electrically assisted vehicles.

Consumers pay attention to the services associated with these

products (warranties), including the delivery and collection of

equipment, particularly in the large goods sector.

The editorial products market, which represented 15% of revenue

in 2020, depends on the publishing schedule for new items. In

reality, the slowdown of this market is a sign of the changing times

1.4.3 / A DIVERSIFIED PRODUCT AND SERVICES OFFERING

The Group proposes a balanced offering, built around product

categories with complementary growth and margin proﬁles.

The Group is at the core of the innovation strategy of its French

and international suppliers, as it is well known for its expertise. On

the one hand, customers appreciate the knowledge of the in-store

salespeople and after-sales service and, on the other, suppliers

recognize Fnac Darty as one of the retailers providing the best

in-store sales experience.

1.4.3.1 / Consumer electronics offering

Both the Fnac and Darty brands are leaders in the retail of

consumer electronics, which includes photography, TV

video, sound, micro-computing, telephony and connected

devices. In 2020, the Group generated consolidated revenue of

€3,705.8 million from consumer electronics sales, representing

49% of its consolidated revenue.

To achieve its goal of putting products at the heart of its

relationship with customers, the Group is developing partnerships

with suppliers in order to offer its customers the best possible

shopping experience.

28 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

In France, the Group is a major retailer of Apple products, and, for

example, has entered into an agreement to set up dedicated Apple

areas (shop-in-shop) in its Fnac stores. Under this agreement,

Apple provides the merchandising for these areas and supplies

and pays facilitators, who provide demonstrations but do not

perform any sales-related tasks. The terms and conditions of the

supply agreement entered into with Apple are similar to those of

Fnac’s agreements with its other suppliers.

Digital offerings

In order to keep pace with the digitalization of the book market,

Fnac entered into a partnership with the Canadian company Kobo

in September 2011 and now offers an innovative digital reading

solution: Kobo by Fnac. Kobo’s role is to provide and maintain the

technology platform, provide the devices and develop applications,

while Fnac is responsible for the cost of marketing and advertising

in France. Both parties combine their platforms and share the

income and the costs of adjusting and connecting the Kobo

system to the fnac.com website interfaces.

The Group is also collaborating with Microsoft to set up dedicated

areas in stores in order to promote the sale of Microsoft

products. Under this arrangement, Fnac promotes Microsoft

products in stores, mainly through Microsoft demonstrators and

dedicated counters displaying Microsoft products, and on the

fnac.com website. The Group also allows Microsoft to beneﬁt from

its customer loyalty program and to present its products in its

publications.

In 2017, the Group ﬁnalized an exclusive strategic partnership with

Deezer, offering all Fnac and Darty customers, in-store and online,

a free three-month subscription to Deezer Premium+ when buying

any audio product (speakers, headsets, etc.). Fnac+ cardholders

can also take advantage of this offer. Furthermore, customers

buying a CD, vinyl or who are Fnac members also beneﬁt from an

exclusive Deezer Premium+ subscription.

This method of collaboration, which was extended to other

strategic suppliers such as Google and Samsung, means that

the suppliers bear the costs of merchandising or promotions at

the point of sale. The Group signed an agreement with Google

granting Fnac Darty exclusive distribution rights for the launch of its

ﬂagship product, the Google Home smart speaker, in all Fnac and

Darty stores and on their websites. The offering is now available in

dedicated spaces across all the Group’s stores, including around

50 corners.

In 2018, the Group strengthened its partnership with Orange to

promote the distribution of the latest digital book formats with a

new range of audio books.

In 2019, in partnership with Kobo Writing Life, Fnac launched

a print-on-demand service that will enable self-published digital

authors to sell their books in eBook andpaperback formats on

fnac.com, and make them available to order in all Fnac stores.

In 2020, Fnac Darty consolidated its position as a leader in

editorial product retailing. In the context of a health crisis marked

by lockdowns and entailing the closure of all or part of the store

network, the Group spearheaded two unprecedented campaigns

to receive books free of charge in e-book format. During the

ﬁrst lockdown, Fnac made nearly 500 digital books available to

readers free of charge. The campaign was repeated a second

time in October 2020. These two campaigns helped to increase

the number of new active web customers, and supported sales by

creating a hive of activity on the Group’s websites.

1.4.3.2 / Editorial products offering

Physical products offering

Editorial products include music, video, books and gaming

products. In 2020, the Group generated consolidated revenues

of €1,157.9 million from the sale of editorial products, representing

almost 15% of its consolidated revenues. In France, Fnac is a

trendsetter in its markets, with a rich and diverse editorial products

catalog.

Fnac Darty was also a forerunner in the launch of livestreams in

2020, with around 40 sessions, offering Group members and

customers the opportunity to interact with artists, writers and

influencers on specific products. One example is a product

presentation livestream organized for gaming aﬁcionados, with

the involvement of an acknowledged inﬂuencer who revealed to

online users all the secrets of Microsoft’s new generation of XBox

consoles, ofﬁcially launched in November 2020. The livestream

technique thus allows consumers who are used to ordering online

to get a clearer picture of new products and this generates trafﬁc

on the Group’s websites.

Fnac is the leading record store in France with a catalog of nearly

150,000 titles.

As the leading player in the video market, Fnac has almost

40,000 active video, DVD and Blu-Ray titles.

Fnac is the premier bookseller in France and offers the largest

range in the market with more than 500,000 titles sold. In 2020,

the Group sold nearly 45 million books in France.

In the gaming segment, Fnac has a catalog of 9,500 titles in

France, including more than 3,000 second-hand video game

titles. Thanks to an extensive product catalog and good product

availability, in 2020 the Group became the leader in the Gaming

sector in France.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

Fnac Darty also digitized its cultural promotion with the launch of

“La Claque by Fnac” last October, a new space designed as a

digital experience where culture can be seen, heard, and read. In

addition to these thousands of events across the territory, Fnac

resolved to offer a new space for cultural expression and emotion,

via original and digital formats. This new project aims to give as

many people as possible free one-click access to rich content

and cultural diversity, to ﬁnd out about currentevents in music,

literature, ﬁlm, comics and the world of entertainment, as well as

to discover emerging talents and (re)discover timeless artists.

25 points relating to social and environmental issues. The number

of “unscheduled” audits was also increased in 2020. All the

actions put in place are outlined in section 2.5.3.3.1 of Chapter 2

“Mitigation of risks associated with sourcing from Asia” of this

Universal Registration Document.

1.4.3.4 / Other products and services

The Group has also continued its efforts to enrich its products and

services offering. In 2020, other products and services accounted

for some 13% of the Group’s consolidated revenue.

1.4.3.3 / Domestic appliances product offering

A / Services and subscriptions

White goods include small and large domestic appliances. Large

domestic appliances include products such as refrigerators,

washing machines and dishwashers. Smalldomestic appliances

include kitchen appliances and accessories, such as microwave

ovens, coffee makers and irons, in addition to beauty and health

products such as hair dryers and electric razors. In 2020, the

Group generated consolidated revenues of €1,637.3 million

from the sale of domestic appliances, representing 22% of its

consolidated revenues.

After-sales service

The Group’s after-sales service is centralized and is delivered

through four after-sales service workshops, one central spare

parts warehouse and more than 100 technical centers in France.

Darty is the leader in France in after-sales service. The brand offers

an in-store repair and support service at designated counters and

workshops that provide customers with immediate repairs, rather

than sending the products to a repair center. At the end of 2020,

the Group had 16 Darty service areas.

Sales of large domestic appliances are mainly to replace existing

goods. The small domestic appliances segment is sensitive to the

innovation cycle. At low points in the innovation cycle, sales in this

segment are ﬁercely competitive, with the market being boosted

further still by prices. In 2020, the increase in time spent at home

and rising consumer awareness of the importance of using their

domestic appliances, more active than ever before, led to strong

sales momentum throughout the year.

To promote its services in the stores, Fnac hascreated dedicated

“Service Area” sections where customers can get advice on after-

sales service, home delivery, warranties or at-home training.

Darty also launched an innovative and unique offering called

the “Darty Button”. It was developed with the addition of video

technology, allowing customers to use their smartphones to

have a video chat with a customer service agent and to speak

with the agent by telephone, which in turn makes it easier for

Darty personnel to identify the issue. Fnac also offers multimedia

assistance over the phone, available seven days a week.

Darty does not sell just the major brands; it also sells a number

of its own brands and brands under license. When Darty sells

a brand under license, the Group acquires the right to sell

merchandise (manufactured exclusively for Darty) under the name

of an independent manufacturer with an established brand image

and reputation. Darty sells its own brands under the entry price

model for all product ranges, while brands under license are

generally sold at points of sale at mid-range prices. Darty’s own

brands are Proline (used across all product categories), Temium

(used for accessories), IT works (used for multimedia), Okoia (used

for personal care) and Aerian (used for treating air).

Furthermore, both brands offer in-store or at-home training

services, and installation of equipment at home.

Darty is staying ahead of the market trend by becoming a smart

home operator, to keep pace with new consumer behaviors that

view connected devices as central to their daily lives. Darty is thus

offering dedicated services to enhance all of its after-sales services.

The Group is committed to manufacturing solid own-brand

products by integrating corporate social responsibility criteria into

the processes and documents that frameits supplier relations in

order to guarantee the safety and satisfaction of its customers

during their use of these products. To this end, and despite the

constraints entailed by the health crisis which hampered the

Group’s performance of these audits in the ﬁrst half of 2020, Fnac

Darty carried out a total of 97 audits over the year of factories

manufacturing own-brand products for the Group, based primarily

in China. 97 points are checked during factory audits, including

In 2018, the Group expanded its after-sales service offering

with the launch of the sav.darty.com platform. The site shares

information about repairs to allow customers to beneﬁt from Fnac

Darty’s expertise and prolong the life span of their products. This

activity is central to the Group’s responsible business model. The

acquisition of WeFix in October 2018, a French leader in express

smartphone repair, is also intended to position Fnac Darty as a

leading player in smartphone repair and associated services, while

offering an enriched ecosystem to customers.

30 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

Finally, in late 2019, Darty launched a brand new subscription-

based repair service aimed at extending the life span of large

domestic appliances. Named Darty Max, this service is available

from all of Darty’s integrated and franchised stores across France.

This service represents another step towards the transformation

of the Fnac Darty economic model. The Group ﬁrmly believes that

a more circular economy creates jobs and value, and it is more

committed than ever to extending the life span of products.

Subscriptions

Darty is developing an array of initiatives in the subscriptions

market. In order to round out the sale of computers, telephones

and televisions – segments in which it is present – Darty is

positioning itself as an intermediary by offering internet and

telephony subscriptions (in partnership with Bouygues Telecom),

and Canal+ subscriptions. The brand also offers energy plans

(electricity and gas) in partnership with Engie, Total Direct Énergie

and Sowee. Darty also offers subscriptions on consumables, such

as Instant Ink with HP or the Nespresso subscription, which lets

customers purchase a machine for €1, and schedules a monthly

credit to purchase capsules. Finally, Darty Max, a subscription

service from Darty launched in October 2019, provides cover for

repairs and assistance for all large domestic appliances, whether

or not they were purchased from Darty, for a minimum of 7 years

and for as long as spare parts are available, i.e. up to 15 years.

Lastly, in 2020, in addition to its commitment to ensure the health

and safety of its employees, partners and customers, one of the

Group’s priorities was to ensure the continuity of its services, in

particular after-sales activities, and to respond to consumers’

urgent need to have functional equipment so they could work

from home and homeschool their children. In this respect, Fnac

Darty was the only player in its sector in France to continue its

home-based after-sales service activities during both lockdowns,

with priority given to working with vulnerable, elderly customers,

and hospital staff. The Group recorded strong growth in after-sales

repair ﬂows, particularly in the Paris region in 2020.

Fnac, meanwhile, successfully rolled out Free terminals in the

majority of its stores in 2020, enabling Fnac customers to take

out a cellphone or Box subscription in-store.

The Group is seeking to extend its action on product sustainability

in other countries where it operates. In tandem with the roll-

out of Darty Max, which continued this year resulting in around

200,000 subscribers by the end of 2020, the Group recently

launched the Vanden Borre Life subscription in Belgium, which lets

customers have their major appliances repaired or replaced when

repair is no longer possible, for €12.99 per month. This offering

was rolled out across all 72 of the Group’s Vanden Borre stores at

the beginning of 2021.

The two brands also offer their customers the “Serenity Pack”

via subscription (single or dual version), which incorporates an

unlimited cloud solution, antivirus software, a password manager,

and an optional exclusive offer on Microsoft’s Ofﬁce Pack. This

subscription was extremely popular in 2020, in line with the strong

momentum for purchasing equipment to allow remote working.

Finally, in 2020 the Group also launched the Xbox all access

subscription, offering access to an Xbox Series X or Xbox Series

S, and 24 months of Xbox Game Pass Ultimate, with more than

100 amazing games and an EA Play subscription, starting from

€24.99 per month for 24 months. There was a very strong take-

up rate, conﬁrming the growing shift towards the digitalization of

gaming.

Financing

Fnac offers several ﬁnancing solutions in partnership with Crédit

Agricole Consumer Finance. Through its Mastercard credit card

launched in May 2017, Fnac gives customers the option of

postponing payment, at no charge, for up to two months after the

purchase date, and ﬁnancing options enabling costs to be spread

over several monthly installments. All payments made with the card

at Fnac or elsewhere earn cardholders Fnac loyalty program points

and allow them to beneﬁt from brand gift cards.

As a result, the Group currently manages a network of 11 million

active subscribers through its loyalty program or existing services

such as its serenity pack.

Rental

Darty also offers ﬁnancing solutions and installment payments. The

brand offers a Darty Visa card, which – beyond simply ﬁnancing

a purchase – allows customers to earn gift cards for use with

future purchases and other beneﬁts such as free subscription to

the “Darty Button” connected service offering, access to special

product offerings, VIP shopping nights, ﬂexible ﬁnancing offers and

credit free of charge.

In 2018, Fnac Darty continued to develop its rental offering,

specifically by offering a combined service for the long-term

lease of electronic items for both brands, which includes after-

sales services for the entire duration of the agreement. Drawing

on the Group’s omnichannel model, the geographical coverage

of stores and the expertise of Fnac Darty salespeople, a ﬂexible

and innovative subscription model has been put in place, enabling

a salesperson with a dedicated tablet to sign customers up for

this service in store in just 10 minutes. Smartphones, tablets and

computers can be leased for three different durations – 12, 24,

and 36 months – for monthly payments starting at less than €8

per month (after an initial higher rental payment). Breakdown cover

is also included.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

At the end of 2020, Fnac Darty had 344 stores operating as

franchises. The Group’s strong presence across regions, through

its large network of stores, contributes to the local, social and

cultural economy by creating jobs and widening access to culture

for as many people as possible.

Insurance and warranty

Both brands sell warranty extensions in addition to the free

manufacturer’s warranty. Depending on the type of product in

question, the extended warranty service enables the customer

to have their appliance repaired or be paid the full replacement

value, for a speciﬁed period of up to ﬁve years. Finally, the banners

offer insurance policies for damage/theft and loss of telephony and

multimedia devices that can be combined with service packs for

even greater speed, added peace-of-mind and enhanced beneﬁts.

C / Customer loyalty

Membership cards

The Fnac Darty customer loyalty program is designed as a

customer loyalty and retention tool that also allows the Group to

carry out better-targeted and more effective sales promotions.

Members represent an asset that provides the banner with a high

level of differentiation. They visit the store four times more often

than other customers, and on average spend twice as much in

store as non-members.

B / Fees

Marketplace

Marketplaces, which are intermediary platforms linking buyers and

sellers, support the brand’s online strategy by increasing the depth

of the product range available on the sites and the number of items

available to online shoppers. This helps increase the website’s

trafﬁc and visibility and contributes to customer loyalty. As such,

more than 30 million products are available through the Group’s

Marketplaces.

As a consequence, in addition to its classic membership card, in

2016 Fnac successfully launched a premium membership service

with its “Fnac+” loyalty card for €49 per year, which included

unlimited access to all delivery services along with the beneﬁts of

the membership program. Darty+ was launched in October 2017

offering unlimited delivery for both brands, including two-hour

delivery from the nearest store, as well as priority unlimited daily

technical support with the “Darty Button”. Darty+ customers can

also beneﬁt from exclusive rates fora breakdown service for all

their devices not covered by a Darty warranty. Finally, the Nature

Découvertes loyalty card, which was launched in 2007 and

currently has more than a million members, provides holders with

special offers, two-year warranty extensions on certain products,

free delivery once a year, and gift vouchers.

The revenues generated by Fnac Darty come from a percentage

of the commissions taken by the Group on sales made by

Marketplace sellers.

The platforms allow more than 4,000 professional sellers and

several hundred thousand private sellers, who meet Fnac and

Darty’s service quality criteria and are managed by dedicated

teams, to be listed and to use the website as a sales interface,

making the most of the banners’ visibility, reputation and

transaction security in all the countries in which the Group

operates.

In 2020, the Fnac Darty Group revamped its loyalty program with

the launch of the new Fnac+ card, which aims to support the

digitalization of its customers’ purchasing trends, offering theman

enhanced cross-brand experience. Thanks to this new card, Fnac

customers can enjoy numerous beneﬁts (discounts, private sales,

etc.) and free delivery to Fnac and Darty stores. Since the concept

of accessibility for as many people as possible has always been a

driving force for the Group, the new Fnac+ card is priced at €9.99

for the ﬁrst year, and at €14.99 thereafter. As another new feature,

to help enhance the synergy between the two brands, this new

card gives all members the option of joining the Fnac and Darty

shared balance program, allowing them to accumulate and spend

gift vouchers across both brands.

Fnac Darty aims to retain its status as a specialist banner by using

ﬁlters to create categories of listed products. The Group monitors

the Net Promoting Score (NPS) of all its resellers to ensure the

quality of its Marketplace is maintained.

The Group is committed to selecting responsible resellers on its

Marketplace. This is to ensure the security of transactions and

help fight money laundering and the financing of terrorism, in

accordance with the ACPR (French Prudential Supervision and

Resolution Authority). All the actions put in place are outlined in

section 2.5.3.3.2 of Chapter 2 “Mitigation of risks associated with

the Marketplace” of this Universal Registration Document.

To complement the new Fnac+ card, the Fnac One status,

launched in 2009, is awarded to our most loyal customers and

provides several benefits in addition to the Fnac card. These

include: year-round unlimited standard home delivery from €15 per

purchase, VIP evenings in-store and invitations to cultural events,

dedicated customer service, and a “personal shopper” service by

appointment, as well as access to a priority checkout.

Franchise

The Group favors expansion through franchising. This is an asset-

light model that enables the Company to beneﬁt from the operating

know-how of partners and their knowledge of the local market.

This operating model limits investment costs while furthering the

goal of rapidly increasing Fnac Darty’s visibility. The franchisee then

pays a fee for the use of the brand’s distinctive features based on

a percentage of revenues at the relevant sales point, and must

comply with strict rules to maintain the brand’s integrity in the eyes

of consumers.

32 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

At the end of December 2020, FnacDarty boasted a substantial

membership base of 10 million members in total, including 7 million

in France. The number of members more than doubled over the

2010-2020 period.Every year, Fnac Darty works onexpanding

its loyalty programs and its membership base, ensuring a real

competitive advantage for the Group.

Ticketing activity was heavily penalized in 2020 due to the

restrictive measures affecting the entertainment industry. To date,

the Group does not anticipate a return to business-as-usual until

the second half of 2021 at the earliest.

At the same time, and to offset the shutdown of the entertainment

industry due to the current health crisis, the Group continued

its actions to support the world of culture. In this respect, Fnac

launched La Claque, a new online digital platform designed to

digitize the cultural offer and maintain the concept of a direct

relationship between the public andartists, free of charge. This

innovative initiative aims to strengthen the Group’s position as a

mover-and-shaker in the cultural sphere, despite the challenging

climate affecting this industry.

In 2020, the Group welcomed more than 5 million new active

web customers, while more than 1.3 million new Fnac+ members

signed up during the year. At the end of 2020, Fnac+ and Darty+

had almost 2.3 million members.

D / Other activities

Kitchen

Games Toys

In 2007, Darty opened its first in-store space dedicated to

Kitchen. Darty’s Kitchen offering complements its white-goods

offering and allows it to capitalize on the Group’s expertise and

brand image. The roll-out accelerated in 2020 with the opening of

8 new spaces in France. At the end of 2020, the Group had more

than 165 Kitchen points of sale, including 19 stores dedicated

exclusively to this offering.

Since November 2011, Fnac has been developing sections

devoted to 0-12 year-olds within its stores, called “Fnac Kids”.

These sections create a single area for toys, games, books, DVDs,

CDs, consumer electronics and gaming products for children, and

have a special layout built around accommodating very young

children.

Stationery

Ticketing

To complement its book offering, the brand has also created

dedicated Stationery spaces built around premium brands across

the whole of its Fnac store network.

Fnac also provides customers with a ticketing and box office

offering via the company France Billet (B2C sector), which is the

leading French ticketing and box ofﬁce seller for shows and events,

and the companies TickLive and Eazieer (B2B sector).

Urban Mobility

France Billet operates white label ticketing sites for Fnac (meaning

the sites use solutions and resources provided by Fnac without

mentioning its name) and has long-term partnerships with major

distribution brands for which it manages Ticketing retail solutions.

Since 2017, Fnac Darty has made a signiﬁcant contribution to

developing the market for scooters and hoverboards, in particular.

In 2019, Fnac Darty strengthened its positioning in the scooters

segment by extending the scope of its strategic partnership with

Xiaomi from smartphones to the exclusive distribution of its latest

electric scooter, the MI Electric Scooter Pro. In addition, the Group

opened a 50 m²shop-in-shop dedicated to Xiaomi products within

Fnac Montparnasse in Paris.

In terms of the B2B sector, the France Billet subsidiary TickLive

(merger of Datasport and Kyro), which is co-owned with the

Fimalac group, provides venues and event coordinators with a

complete ticketing solution, and provides ticketing management

for sporting events.

At the end of 2019, the Group also extended its offering by

marketing electric bicycles. The Group offers an immediate repair

service for electric scooters on the customer’s premises.

In 2019, FnacDarty, through its subsidiary France Billet, purchased

100% of Billetreduc.com, a leading player in “last-minute” event

ticketing in France, allowing the Group to reinforce its ticketing

offering in France, in a changing market. At the same time, Fnac

Darty ﬁnalized the strategic partnership between France Billet

and the CTS Eventim Group, the European leader in the ticketing

sector. This partnership allows France Billet to accelerate the

development of its digital platform and enrich its value proposition

towards its customers and partners. CTS Eventim will incorporate

the retail of tickets for events and shows in France within its

offering. This strategic partnership also involves France Billet

acquiring a 100% stake in the equity of CTS Eventim France.

CTS Eventim will also acquire a 48% minority stake in the equity

of France Billet, and this subsidiary will remain under Fnac Darty’s

control.

In November 2019, Fnac Darty strengthened its positioning in the

market for new electric means of transport by marketing electric

bicycles. The Group now sells Velair electric bicycles. Currently,

43 Darty stores in France and all Fnac stores offer various

models of Velair bikes, with direct delivery to the customer within

two to three days. Finally, in December 2019, the Fnac brand

strengthened its positioning in the market for new electric means

of transport by marketing electric bicycles. The Group signed an

exclusive partnership agreement with Angell Bike to market its

Angell electric bicycle in 2020.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

In 2020, Fnac Darty capitalized on its exclusive high-end

positioning in the urban mobility segment. Following the success

of its partnership with Xiaomi for the exclusive sale of its electric

scooter, the Group entered into an exclusive distribution

agreement to sell Xiaomi’s folding electric bicycle. This partnership

complements the distribution agreement signed with Angell Bike

for the electric-assisted bike, and the marketing agreement with

Peugeot Cycles for two electric-assisted bikes from the iconic

brand with the lion: the “Legend” eLC01 urban bike with a neo-

retro look, and the eT01 multi-purpose trekking bike. Fnac Darty

also expanded its offering in the urban mobility segment, signing

a unique partnership with Citroën to exclusively market the Ami,

the Citroën’s fully electric mobility solution, in 39 Fnac and Darty

stores. Finally, and more recently, Fnac Darty completed its

innovative offer by entering into a partnership with Red Electric

for the distribution of the new Model E scooter, 100% electric

and 100% French, in 30 Group stores. In tandem, Fnac Darty

expanded its service offer by partnering with Cycloﬁx, the French

leader in micromobility maintenance to provide consumers with a

complete mobility ecosystem, offering customers an immediate

repair service for electric scooters and bikes in Fnac and Darty

retail stores. This partnership is fully aligned with the Group’s

commitment to extending the lifespan of its products.

Wellbeing

The consolidation of Nature Découvertes into Fnac Darty in

August 2019 enables the Group to strengthen its product offering

in the Wellbeing and Natural Products sectors, both of which are

becoming increasingly important for consumers.

1.4.4 / GEOGRAPHICAL BREAKDOWN

The Group beneﬁts from the complementarity of the network of

its three principal brands in France – Fnac, Darty and Nature

Découvertes – with stores in different formats based in city centers,

shopping malls, retail parks outside of large cities, as well as in

train stations and airports, in order to adapt to the trafﬁc in each

area served. The Group also has six Proxi Dartyoutlets in System

U hypermarkets, three Proxi Darty outlets in Intermarché stores,

and one Fnac shop-in-shop within an Intermarché store, along with

the 23 Proxi Fnac outlets in Intermarché shopping malls. Finally, in

November 2018 Fnac Darty opened two Darty shop-in-shops in

the Carrefour hypermarkets of Ville-du-Bois and Limoges. At the

same time, the Group entered into a partnership in Switzerland with

Manor to test four Fnac shop-in-shops opened in November 2020.

Following this pilot phase, the partnership could be rolled out to

other Manor stores during 2021. This partnership would allow

both companies to strengthen their respective positions in the

Swiss market. At the same time, the Group continued to diversify

its offering in Switzerland in 2020, with the continued roll-out of

corners dedicated to small domestic appliances in.

The Group can rely on the complementarity between Fnac and

Darty in France and Belgium (through the Vanden Borre brand), as

well as the local presence of Fnac in the Iberian Peninsula.

The Fnac, Darty and Nature Découvertes brands conduct their

business through a network of physical stores and e-commerce

websites, making the Group a click mortar retailer. Within each

country, the stores under each brand are laid out according to an

identical format and market the same range of products, subject

to local market adaptations.

2020 was the year the Group withdrew from the Netherlands

market. Following the announcement in January 2020 that it was

looking for a partner to withdraw from the Netherlands, in Q4 2020

the Group ﬁnalized the sale of 100% of its Dutch subsidiary BCC to

Mirage Retail Group, demonstrating once again its timeliness within

the context of an unprecedented health crisis. Mirage Retail Group

has real experience in retail in the Netherlands and specializes

in recovery strategies, combining its in-depth knowledge and

experience in retail, real estate and logistics to drive forward-

looking brands with high proﬁt potential. Fnac Darty is convinced

that this proposed transaction will enable BCC to beneﬁt from the

right support to successfully perform on its market.

The Group’s international exposure stretches across 10 countries,

mainly in Europe.

34 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

Following this pilot phase in the ﬁrst four stores, the partnership

could be rolled out to other Manor stores from 2021 onwards.

This partnership would allow both companies to strengthen

their respective positions in the Swiss market. At the same time,

the Group continued to diversify its offering in Switzerland, with

the continued roll-out of corners dedicated to small domestic

appliances in 2020.

1.4.4.1 / Presence in France-Switzerland

The Group has a network of 751 stores in the France-Switzerland

region, 339 of which were operated as franchises at the end of

2020.

The Fnac banner has 222 stores, while Darty has 432 stores

and Nature Découvertes ⁽¹⁾has 96 stores. The store network

expanded last year with the opening of 33 stores over the

period, including 27 operated as franchises (17 Darty franchises

and 10 Fnac franchises in mainland France and the overseas

departments and territories, including eight Proximity Fnac stores,

and two Fnac Travel retail stores). The ﬁrst Fnac Darty store was

also opened in 2017. Managed from France, the Fnac brand also

developed franchises in other international markets such as the

Congo, Cameroon, Morocco, Ivory Coast, Tunisia and Qatar.

The Group welcomed nearly 124 million visits to the country’s Fnac

and Darty stores despite numerous health restrictions (lockdown/

limits on in-store trafﬁc) that hindered footfall in 2020. Conversely,

these measures led to an explosion of trafﬁc on digital platforms.

As a result, Fnac Darty became the leading e-commerce player

in France in terms of the average number of unique visitors per

month⁽²⁾, ahead of pure players.

The Fnac Switzerland subsidiary successfully launched its own

e-commerce site in 2016.

In late 2020, Fnac Darty launched a test phase with Manor lasting

several months, for the roll-out of shop-in-shops in Switzerland.

Key ﬁgures

2018

2019

2020*

Revenue

€5,835.2 million

€263.3 million

4.5%

€6,030.7 million

€256.7 million

4.3%

€6,227.9 million

€193.8 million

3.1%

COI

Operating margin

2020 was marked by an unprecedented crisis that impacted the gross margin rate and the operating margin for the France and Switzerland zone.

The Covid crisis and accompanying health restrictions had a major

impact on in-store trafﬁc in 2020. As result, the Group received

over 39 million in-store visits in 2020. Both the Fnac Spain and

Fnac Portugal subsidiaries have an e-commerce website (fnac.

es and fnac.pt).

1.4.4.2 / Presence in the Iberian Peninsula

At the end of December 2020, the Group had a network of

72 Fnac stores in the Iberian Peninsula and had opened one new

integrated store in Spain and one in Portugal.

The ﬁrst Nature Découvertes store in Spain opened in 2019, in

the form of a shop-in-shop in a Fnac store in Barcelona.

Key ﬁgures

2018

2019

2020*

Revenue

€703.1 million

€25.4 million

3.6%

€722.3 million

€25.0 million

3.5%

€653.8 million

€8.4 million

1.3%

COI

Operating margin

2020 was marked by an unprecedented crisis that impacted the gross margin rate and the operating margin for the Iberian Peninsula.

(1) Including four stores in Belgium, one store in Luxembourg and seven franchises in Switzerland.

(2) Fevad/Mediamétrie, 2020, total for Fnac and Darty combined.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Group strategy and objectives: a new Everyday strategic plan

Diversification also remains a development factor in Belgium,

where the roll-out of corners dedicated to small domestic

appliances continued in 2020.

1.4.4.3 / Presence in Belgium-Luxembourg

At the end of 2020, the Group had a network of 85 stores under

the Fnac and Vanden Borre brands in Belgium and Fnac in

Luxembourg. The Group opened its ﬁrst Fnac store in Luxembourg

in November 2019.

The Group recorded more than 12 million in-store visits in the

region in 2020, and each brand has its own website.

Key ﬁgures

2018

2019

2020*

Revenue

€593.6 million

€15.0 million

2.5%

€595.6 million

€11.6 million

1.9%

€608.9 million

€13.1 million

2.2%

COI

Operating margin

2020 was marked by an unprecedented health crisis. Despite this challenging environment, the Group recorded growth in its sales and operating

margin compared to the previous year.

1.5 / Group strategy and objectives:

a new Everyday strategic plan

The merger of Fnac and Darty in 2016 allowed the Group to build

a leading position in its markets. At the end of 2017, the Group

launched its Conﬁance+ strategic plan, which allowed it to create

the omnichannel platform that is its driving force today, by drawing

on two pillars: an enriched Fnac Darty ecosystem and an open

omnichannel platform.

The Group’s aim, in its day-to-day work and for the long haul, is to

be the key ally for consumers, helping them to be sustainable in

their consumption habits and daily household tasks.

The new strategic project bolsters the roll-out of the Group’s

mission, which is to “commit to providing an educated choice

and sustainable consumption” to its customers.

In February 2021, the Group launched its new Everyday strategic

plan for 2025. The new strategic plan builds on the performance

of its omnichannel model, strengthened by the previous strategic

plan, Conﬁance+, and tried and tested by the Covid crisis.

The implementation of Everyday is based on three ambitions that

are to be achieved by 2025, as detailed below.

1.5.1 / EMBODYING NEW STANDARDS FOR SUCCESSFUL DIGITAL AND HUMAN

OMNICHANNEL RETAIL IN THE FUTURE

Omnichannel retail will be digitalized by improving the performance

of sites with a web experience that is increasingly immersive,

efﬁcient, and fueled by artiﬁcial intelligence. As a result, over 50%

of the Group’s investment budget for the period of theplan will be

devoted to supporting digital growth, particularly to modernizing

and mechanizing the logistics platform.

Fnac Darty intends to put the advisory role of its salespeople at the

heart of the customer’s digital experience, with the aim of building

an ever more personalized relationship oftrust with consumers

on these channels. Chats and video calls with salespeople,

livestreaming and live shopping hosted by experts, and content

on culture and entertainment recommendations on its platform La

Claque Fnac will all strengthen online interactions with customers.

Omnichannel retail will be humanized by showcasing the spirit of

stores on the web and by investing in the expertise of the sales

team.

36 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Group strategy and objectives: a new Everyday strategic plan

Advice and digitalization will be increased at all levels – the Group

plans to invest in training its employees on howto showcase their

expertise on digital and social networks. In order to improve the

in-store experience, ‘welcomers’ will retain a key role and the IT

resources available to sales experts will be boosted to provide a

response tailored to every in-store customer (order pick-up, after-

sales service, repair needs, speciﬁc search, etc.). In doing so, Fnac

Darty is enhancing its role of providing the customer with well-

informed, independent advice appropriate to their uses and needs.

The purpose of all these initiatives is for at least 30% of the

Group’s revenue to be generated online by 2025, including half

in omnichannel thanks to the proven success of clickcollect,

which reﬂects the complementary nature of in-store and online.

These channels will be the best showcase for the Fnac Darty

range of products and services—a high-value offering that is itself

committed while also engaging others—and has strong aspirations

in the territories we are penetrating, such as the large appliances

and urban mobility markets.

The Group is of the ﬁrm belief that stores are the cornerstone of

this new retail. 100% of our integrated stores will therefore be

proﬁtable by 2025, with the speciﬁc challenges of each store being

addressed and promising new formats such as the kitchen or small

proximity formats being developed.

In this way, the Group will be at its customers’ side every day,

in-store and on the web, to help them make educated choices,

backed by the expertise of its 12,000 sales people.

1.5.2 / HELPING CONSUMERS ADOPT SUSTAINABLE PRACTICES

Fnac Darty is a committed group aware of the challenges relating

to the future of our planet. This commitment will be even more

visible with Everyday.

is a unique and independent indicator created by Fnac Darty,

which weights the volumes of each product sold in the yearof the

sustainability score.

The product offering will trend toward more sustainable products,

with Marketplace products and partners that do not meet the

sustainability criteria being possibly delisted, and the huge

expansion of the second-life service and the option to return used

products as part of a circular economy strategy.

Lastly, services that enable customers to ‘use better to consume

better’ and to repair products more often will bestrengthened (sale

of spare parts, express repair of smartphones, WeFix, Darty Max,

repair communities, and so on), with the goal of having 2.5 million

products repaired each year by 2025 (or +50% compared to

2019).

Customer choices will be geared toward more sustainable

products thanks to sustainability scores, which will be visible

both online and in-store and is expected to reach 135 by 2025

(compared to 95 in 2018). These scores are based on our after-

sales repair database – the only one on the market – which rates

products on their reliability and the availability of spare parts. It

We will therefore support customers in their educated and socially

responsible approach to consumption, allowing them to take

advantage of the best that technology and entertainment has to

offer, while at the same time consuming in a sustainable way.

1.5.3 / ROLLING OUT THE BENCHMARK SUBSCRIPTION-BASED HOME

ASSISTANCE SERVICE

Fnac Darty’s ambition is to become the leading provider of home

assistance services, in the form of a subscription-based repair

service, with no limit or commitment, that extends the lifespan of

products.

in France already, and the launch of Vanden Borre Life in Belgium in

early 2021. With Everyday, Fnac Darty’s ambition is to expand this

repair and assistance service to the entire home environment,while

extending the options for selling the service via new distribution

channels – for example, a new distribution partnership with Soﬁnco

will soon allow for more widespread distribution of Darty Max, and

for the joint development of a free credit offering for sustainable

consumer products.

The Group laid the foundations for this service for large domestic

appliances with the launch of Darty Max at the end of 2019, and

will capitalize on its success, with more than 200,000 subscribers

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Group strategy and objectives: a new Everyday strategic plan

Darty Max is really shaking up the way services are provided

and sold. It gives customers peace of mind while maintaining a

sustainable approach. For Fnac Darty, a new subscription-based

business model, with recurring cash ﬂows, allows us to consolidate

a high-quality long-term relationship with our customers and works

to extend the lifespan of products.

This new home assistance service makes Fnac Darty an absolute

must for customers, as it builds a relationship of trust on a day-to-

day basis and massively expands its repair service.

With its innovative approach to service and sustainability, Everyday

is revolutionizing the world of retail for the beneﬁt of consumers

and the planet, while accelerating the roll-out of the omnichannel

model.

To make it a success, the Group will rely in particular on its in-

depth knowledge of services, beneﬁt from its unrivaled distribution

network, capitalize on its ability to carry out high-quality repairs

directly, and take advantage of its expertise in subscription

management – an area honed by the Group’s current total of

11 million active subscribers. As such, Fnac Darty aims to have

over 2 million Darty Max subscribers by 2025.

These three ambitions will enable the Group to generate proﬁtable

growth alongside recurring cash generation.

1.5.4 / FINANCIAL OUTLOOK AND MID-TERM AMBITIONS

Against the backdrop of the 2020 Covid crisis, the end of which

still remains uncertain, fulﬁllment of the various objectives listed

below relies on the following assumptions: no new prolonged

lockdown periods or store closures, no signiﬁcant break in the

supply chain, and no lasting downturn inconsumer conﬁdence

levels.

The purpose of the various strategic drivers of the Everyday plan

implemented by the Group is to increase recurring cash generation

with the following objectives:

n aggregate free cash-flow from operations ⁽¹⁾of around

€500 million over the 2021-2023 period;

n free cash ﬂow from operations ⁽¹⁾of at least €240 million each

With Everyday, Fnac Darty aims to:

year, starting in 2025.

n increase its revenue, which will come primarily from accelerated

growth in online sales and continued opportunities for

expansion in growth markets;

Over the 2020-2023 period, the Group is expected to generate

close to €700 million in aggregate free cash-ﬂow from operations⁽¹⁾,

in a period that includes two years impacted by the Covid crisis.

n increase its gross margin mainly via the subscription-based

service sales model, which is a signiﬁcant margin generator

and will more than offset the dilutive effects of the less favorable

product/service mix sold online and the expansion of the

franchise;

This growth in cash generation, along with a level of debt that will

remain controlled and sustainable for the Company over the long

term, with maximum leverage of 2.0×⁽²⁾, will enable it to ﬁnance its

activity through external growth operations and ensure a regular

return to shareholders.

n continue its program to reduce operating costs,which will more

Starting from this year, the Group is reactivating its policy of giving

a return to shareholders and is aiming for a distribution rate of at

least 30% in the medium term. The Group therefore proposes to

distribute, in 2021, a dividend of €1 per share for 2020⁽³⁾, with the

aim of increasing this amount to €1.50 per share as early as the

following year.

than make up for the effects of inﬂation each year;

n maintain its annual investment expenses at a normal level of

around €120 million, excluding one-off investments of around

€40 million for modernizing and upgrading logistics equipment,

which will impact the ﬁrst few years of the plan.

Lastly and additionally, the Group will take the opportunity each

year to look at the possibility of making an additional distribution

to shareholders in the form of an exceptional dividend or share

buyback, after financing any external growth operations and

paying the ordinary dividend.

(1) Excluding IFRS 16.

(2) Ratio (net debt/EBITDA) excluding IFRS 16 which will be assessed at the end of June each year.

(3) Proposal submitted to a vote at the General Meeting on May 27, 2021.

38 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Innovation, a Group priority

1.6 / Innovation, a Group priority

Fnac Darty prioritizes innovation and stepped up its efforts in 2019,

focusing on six strategic areas: streamlining its online and mobile

pathways, optimizing its data processing, revamping the in-store

experience, making best use of its omnichannel tools, modernizing

its technology and improving its working methods.

using Google Cloud, enabling it to offer customers targeted

recommendations based on their buying behavior. More recently,

the Group has been developing a presence on the new media

used by its customers, such as the WhatsApp messaging tool.

In 2020, the Group developed several initiatives to highlight the

expertise of its salespeople on its sites, via the ﬁrst livestreams,

which proved a success, or via a sales chat feature enabling

customers to chat to a salesperson in real timevia their computer

or cell phone.

To achieve this, the Group took an open innovation approach to

building partnerships with VC funds and French Tech, to identify

the best start-ups offering new ways of approaching the physical

and digital customer experience and omnichannel services. A

French Tech tour was carried out at the beginning of 2020. The

Group uses a Start-up Relationship Manager (SURM) tool to

manage its relationships with start-ups and provide them with the

best possible support.

The omnichannel approach is also central to customers’ buying

experiences. Enhanced with new services that are real competitive

advantages for the Group, the buying experience has been

simpliﬁed. In this respect, the continued roll-out of Pay Go, an

innovative solution that allows customers to pay directly in-store

using their cell phones, without going to the counter, and the

extension of “clickcollect 1H” to editorial products in all Fnac

stores in France, allows customers to beneﬁt from a streamlined

omnichannel buying experience. The Group also continued to

digitize its stores in 2020, with some 370 stores digitized at the

end of the year.

Innovation is driven from the highest echelons at Fnac Darty.

Set up in 2019, a monthly Innovation Committee, consisting of

60 innovation ambassadors representing all the business lines,

is tasked with steering the Group’s innovative approach and

approving the projects to be trialed. The Chief Executive Ofﬁcer

acts as Chairman of this committee. The Open Innovation

approach is put to good use in the business lines, with projects

in 2020 focusing on digital challenges and the ability to scale up

rapidly.

The Group also intends to support new trends in the buying

experience and is extending its digitization strategy to its entire

store network. Therefore, the customer buying experience will be

enhanced by having the entire digital offering available in-store,

through the use of optimized seller equipment. This will make a

very wide range of products available to customers, who can also

take advantage of various home or in-store delivery services. The

Group has partnered with Fujitsu to install book search terminals

in its Fnac stores, to facilitate in-store customer searches.

The Group intends to continue developing its digital strategy

over the next few years by making digital operations central to

its omnichannel platform. The Group will therefore be developing

all its digital assets in order to offer customers an unrivaled,

streamlined user experience both online and in-store, providing

unique value to its partners. The Group has therefore increased

its level of investment in digital technology so as to be able to offer

the highest standard of e-commerce and to maintain its leading

position. By way of illustration, chatbots are used extensively in

call centers.

The Group’s ambition is to position itself in innovative, promising

segments, such as urbanmobility, in which the Group had a strong

position in 2020, via the exclusive retail launch ofCitroën’s Ami de

Citroën electric car.

The increasing personalization of products and content, which

Fnac and Darty have been involved in for several years, constitutes

an indispensable asset, as it offers users a buying experience that

is tailored to their needs. The relevance of the customer offering,

which is optimized via the analysis of a set of data using innovative

marketing tools, serves to steer trafﬁc onto the Group’s websites.

Since 2018, the Group has built its own personalization algorithms

Finally, the Group wants to adopt an advanced Data strategy

enabling it to anchor data governance, to boost and accelerate

the use of data (search engine optimization, effectiveness

of promotions, prioritization of after-sales service operations,

and so on).

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Store network and proprietary real estate

1.7 / Store network and proprietary real estate

1.7.1 / STORE NETWORK

As its geographical coverage is a major asset of its omnichannel

platform, the Group plans to continue expanding its development

across various formats, primarily through franchises. This operating

model limits investment costs while furthering the goal of rapidly

increasing Fnac Darty’s visibility. The franchisee pays a fee for the

use of the brand’s distinctive features based on a percentage

of revenues at the relevant sales point. There were 344 stores

operating under this model at the end of 2020.

These smaller-format stores strengthen the Group’s omnichannel

operations by offering complete access to the catalog online,

thereby allowing customers to benefit from a wide choice of

products and the vendors’ expertise in those products.

At the end of 2020, Fnac had 307 stores in total, including

222 stores in France⁽¹⁾. Fnac opened 13 stores in 2020 (compared

with 38 in 2019), 3 of which were outside of France.

In France, Darty stores are mostly located in highly populated areas

and have a strong presence within or are situated close to large

cities, such as Paris, Lyon and Marseille. The other Dartystores are

generally situated outside of big cities, in shopping malls and retail

parks. In order to extend its presence to less populated French

regions, particularly those with fewer than 100,000 inhabitants,

Darty has also set up a franchise network. This network has

allowed it to expand its store network with limited investment

and to reach small catchment areas where a classic large-format

store would be too expensive to operate. The ﬁrst franchise store

opened in March 2014. Darty opened 21 stores in 2020, all in

France (17 franchises and 4 directly owned).

With a network of 908 stores, and thanks to the continuous

development of its store network, 90% of French consumers now

have a Fnac or Darty store less than 15 minutes from their home.

Fnac stores, which were traditionally developed for city center

locations, have been adapted to suit the shopping needs of

suburban areas (with a broader range of consumer electronics,

more self-service resources and more entry-level products). In

Fnac stores with more than 2,000 m²of retail space, customers

are offered a high number of products within a wide range of

increasingly diverse product categories. These stores also have

enough space to install dedicated corners for premium brands

such as Devialet or Samsung.

Nature Découvertes operates across a network of 96 stores, the

majority of which (84 stores) are in France. The brand operates

all of these stores, with the exception of seven Swiss stores,

which are operated by Payot under a franchise agreement. In

addition, Nature Découvertes has opened six shop-in-shops in

Fnac stores since it was bought by Fnac Darty, including two in

France in 2020, which has enabled it to expand its store network

at a limited cost and to reach a new audience, particularly a ﬁrst

shop-in-shop in Spain in 2019, representing a new market for the

brand. The three Nature Découvertes stores in Germany were

closed in 2020, in order to reposition the brand in its keymarkets.

Nature Découvertes will rely on the Group’s existing operational

capabilities to continue increasing its geographical coverage and

to expand, primarily in France.

Fnac is also developing new store formats, aimed at diversifying

its offering and adjusting to changing consumer trends. These

new formats are:

n the Travel format (railway stations, airports and duty-free areas),

with 31 stores at the end of 2020, including 29 in France. The

brand has signed a strategic partnership with Lagardère Travel

Retail via Aelia and MRW to develop Travel retail stores in

France under a franchise operation;

n the Proximity format, with 84 stores at the end of 2020. During

this year, the Group opened 9 stores (including 8 in France)

and was able to capitalize on partnerships concluded with

Intermarché and Vindemia for the Proximity format; and

Finally, the Group acquired WeFix, the French leader in

express smartphone repair, in October 2018. With more than

22,000 repairs per month and more than 400 employees, WeFix

operates a network of 117 points of sale including 68 corners,

8 stores, and 41 shop-in-shops, all of which are in France. In 2020,

WeFix opened 21 new points of sale, 11 of them during Q4 2020.

n the Connect format (dedicated to telephony and connected

objects), with 18 stores at the end of 2020 in France and

abroad. For this new concept, Fnac received the prestigious

Janus Award in the Business category from the French Institute

of Design. This concept beneﬁted from the partnership signed

in 2018 with Bouygues Telecom for the distribution of Bouygues

Telecom’s offers.

(1) Including 12 stores outsideFrance: 2 in Tunisia, 3 in Morocco, 1 in Congo, 1 in Cameroon, 2 in Ivory Coast, 2 in Qatar and 1 in Luxembourg.

40 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Store network and proprietary real estate

Date

of concept

Average

surface area

Number

of stores

Format

Location

Offering

Fnac network

Traditional

1974

2006

2,400 m²

2,000 m²

City centers –

shopping districts

Entire offering

157

Suburbs

Proximity

Suburban areas

Entire offering

2012 300 to 1,000 m²

Towns and smaller cities

Large cities to supplement

the store network

Travel (Aelia and MRW)

Connect

2011

60 to 300 m²

Airports and

railway stations

Editorial products

on hot topics

Consumer electronics

focused on mobility

2015 80 to 100 m²for

dedicated stores

City centers

Shop-in-shop

Telephony and

connected objects

Darty network

Traditional integrated

1968

2014

1,500 m²

600 m²

Proximity to large cities –

shopping malls

Entire offering

295

209

Franchise

Proximity to

Minimum range

medium-sized cities

Fnac Darty network

Franchise

2017

1,400 m²

Retail parks

Large and small

domestic appliances

Editorial products

and consumer electronics

TVs

Nature Découvertes network

Traditional integrated

1990

City centers –

shopping districts

Entire offering

Franchise

2008

City centers –

shopping districts

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Store network and proprietary real estate

1.7.2 / PROPRIETARY REAL ESTATE

The following table summarizes the areas occupied by the Group

(including franchises) as of December 31, 2020 in the various

countries where the Group maintains operations (excluding

discontinued operations). The Group’s geographical locations are

described more fully in section 1.4.4 of Chapter 1 “Geographical

breakdown”.

Customer retail area

Stores (including franchises)

Number of sites

(in m²)

France^(a)-Switzerland

Iberian Peninsula

Belgium and Luxembourg

TOTAL

751

764,000

101,000

91,000

908

956,000

(a) Including 14 stores outside France: 4 in Tunisia, 3 in Morocco, 1 in Congo, 1 in Cameroon, 2 in Ivory Coast, 2 in Qatar and 1 in Luxembourg.

Total occupied

Warehouses/Other premises (excluding franchises)

Number of sites

surface area (in m²)

France and Switzerland

Iberian Peninsula

Belgium and Luxembourg

TOTAL

Warehouses

Others^(a)

317,000

200,000

32,000

5,000

Warehouses

Others^(a)

Warehouses

Others^(a)

40,000

4,000

598,000

(a) ‘Others’ includes ofﬁces, shared service centers, After-Sales Service Workshops, Cross-Dock platforms, and technical centers.

Most real estate assets are leased; however, the Group has

proprietary real estate including 55 stores, one warehouse and

nine other business premises.

Fnac Darty is committed to reducing the energy consumption of its

stores and is making the necessary investments in this regard. All

these actions are outlined in section 2.4of Chapter 2 “Reducing

environmental impacts” of this Universal Registration Document.

The Group considers that the utilization rate of its property, plant

and equipment is consistent with its operations, development plan,

and ongoing and planned investments.

The Group’s main current and planned investments, as at the

ﬁling date of this Universal Registration Document, are detailed in

section 4.2.3.1 of Chapter 4 “Net cash ﬂows related to operating

activities and investments” of this Universal Registration Document.

42 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Regulatory environment and changes

1.8 / Regulatory environment and changes

The regulations that apply to the Group in the countries in which

it operates, as well as any regulatory changes or action taken by

local, national or international regulators, are likely to impact the

Group’s business activities and performance.

Fnac Darty is also subject to regulation by the French

Environmental Code, which includes the requirement for all retailers

or their subcontractors to take back used products the customer

is discarding, on a like-for-like basis in terms of product type and

quantity and free of charge to the customer (in the case of home

delivery or in-store purchases). Furthermore, the Group also

complies with the requirement for the retailer to take back very

small used electric and electronic devices free of charge and with

no obligationto buy, if the retailer dedicates at least 400 m²to the

sale of electric and electronic devices.

Both in France and abroad, Fnac Darty is subject to numerous

laws and regulations, in areas such as competition law, the

operation of establishments that are open to the public, and

consumer protection, as well as certain speciﬁc regulations relating

to particular activities (banking, logistics, e-commerce, real estate,

credit and insurance brokerage, IT, book prices).

The evolution of the legal framework, particularly as regards the

social economy and the anti-waste act, will soon impose new

standards in terms of consumer law.

By way of example, Fnac Darty has taken into account the entry

into force of the European General Data Protection Regulations

(GDPR), the provisions of which have been applicable since

May 2018 in all Member States of the Union European. The Group

has set up a program to organize and coordinate its compliance

work Group-wide.

Finally, the law against waste and for the circular economy (AGEC)

enacted as of February 10, 2020 schedules the mandatory

application as of January 1, 2021 of a repairability index for

several types of device or appliance: smartphones, laptops, front-

loading washing machines, televisions, and lawnmowers. The

manufacturer of the appliance gives it a score out of 10 across ﬁve

criteria (length of availability of technical documentation and advice

on use and maintenance, ease of dismantling of the equipment,

length of availability of spare parts on the market, delivery times

and sales price of spare parts. The fifth criterion depends on

the category of equipment concerned) based on scoring grids

established by the French Ministry for Ecological Transition. Fnac

Darty, which has used this project on an experimental basis on

certain appliances since 2018, will display this index, thus making

it possible to inform consumers simply as soon as they make a

purchase in-store or on its website for the products concerned.

In addition, the Group’s activities in France are also subject to Law

No. 81-766 of August 10, 1981 relating to book prices. A new

book sold in France must have a single price that is determined

by the publisher, and this price must be printed on the cover of

the book. A vendor selling from a physical store is allowed to offer

a reduction of up to 5% on the price of the book. This law does

not apply to second-hand books or books that are out of print.

In addition, Fnac Darty is monitoring the measures it put in place

in 2017 to comply with the French Sapin II law on transparency,

anti-corruption and the modernization of business practices.

Subject to the law on the duty of care by parent companies and

major contractors, Fnac Darty has published an Vigilance Plan

since 2018 (see section 2.5.3 “Implementing a Vigilance Plan” of

Chapter 2).

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

PRESENTATION OF THE GROUP

Research and Development, patents and licenses

1.9 / Research and Development, patents and licenses

Given the nature of the Group’s activities, it does not conduct

any research and development and does not own any patents

or licenses.

their domain names. This policy involves ﬁlings and reservations

on either a local country basis or in the full range of countries

where the Group operates or wishes to preserve its rights. The

names “Fnac”, “Darty” and “Nature Découvertes” are reserved

as domain names with the main generic extensions and the main

geographic extensions.

The Group owns a portfolio of 1,170 brands ⁽¹⁾that are registered

across the world, primarily under the names “Fnac”, “Darty” and

“Nature Découvertes” and the variations thereof that it uses in

its commercial offerings.

The brand and domain name portfolios of the three “Fnac”, “Darty”

and “Nature Découvertes” brands are managed coherently and

centrally by the Group’s Legal Department. The Group is only

responsible for the monitoring of the WeFix brand portfolio, with

other services (registration, renewal, opposition, litigation, etc.)

being managed by WeFix directly, in agreement with the Fnac

Darty Legal Department.

The Group also owns a portfolio of over 1,523 domain names.

The Group’s intellectual property policy centers around the

protection of its brands (in particular the “Fnac”, “Darty” and

“Nature Découvertes” brands and the variations thereof) and

(1) Excluding WeFix, which has nine brands.

44 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

Non-ﬁnancial

Performance Declaration

Introduction

2.4

Reduce impacts on the climate

A CSR approach at the heart of the Group’s strategy

2.4.1 / Strengthened governance and strategy

Health crisis: Fnac Darty committed

to its employees and customers

2.4.2 / Pathway, 2020 action plans, and performance

2.5

Ensuring exemplary business

conduct

2.1

Develop our most valuable

asset: people

101

2.5.1 / Protect the personal data of employees

and customers

2.1.1 / Develop skills and employability

102

103

105

111

2.1.2 / Develop gender equality and quality

of life in the workplace

2.5.2 / Preventing the risks of corruption

2.5.3 / Implementing a Vigilance Plan

2.5.4 / Adopting a responsible tax policy

2.1.3 / Guarantee employee health and safety

2.2

Promote sustainable consumption

and an educated choice

2.6

Summary of published

indicators and KPI

115

118

2.2.1 / Help customers make an educated choice

2.2.2 / Encourage repairs

2.7

2.8

Methodology note

2.2.3 / Give a second life to products

2.2.4 / Ensure waste collection and recycling

2.2.5 / Contribute to public debate around sustainability

Independent Third-Party

Report by one of the Statutory

Auditors on the Consolidated

Non-ﬁnancial Performance

Declaration

2.3

Contribute to the economic,

social and cultural development

of regions

122

2.3.1 / Fnac, a committed partner in promoting

access to culture for all and cultural diversity,

across the territory

2.3.2 / Increase positive regional impacts through

job creation and solidarity

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Introduction

A CSR APPROACH AT THE HEART OF THE GROUP’S STRATEGY

With more than 25,000 employees worldwide, 908 stores and

almost 10 million loyal customers, Fnac Darty is keenly aware of

its responsibilities. The Group is committed to transforming itself to

meet the challenges of a changing market, while at thesame time

developing its people and making a positive impact on society.

The stakes are even higher in 2020, in the midst of the Covid-19

epidemic.

This chapter meets the requirements of European Directive

2014/95/EU on the disclosure of non-ﬁnancial information, and the

obligation to report on the effective implementation of a Vigilance

Plan under the law of March 27, 2017 on the dutyof care of parent

companies and initiating companies.

Governance that strengthens the integration

of CSR challenges into both the strategy

and business lines

This corporate social responsibility is a major component of Fnac

Darty’s new strategic plan and is central to the Group’s raison

d’être: “Committed to providing an educated choice and more

sustainable consumption”. The description of the Group’s raison

d’être, the integration of societal challenges in the business model

and the strategic plan can be found in chapter 1 of this document.

In order to incorporate these challenges into its strategy and

the day-to-day operations of its business lines, the Group has

adopted a decentralized approach to CSR. Extending to the

highest level of the Company, the CSR Department reports to the

General Secretary, and relies on various bodies and business line

representatives to manage and assessthe Group’s CSR strategy.

• Deﬁnes the corporate mission

• Deﬁnes a strategy related to the mission

Executive Committee

Board of Directors and CSR

Committee

• Approves the mission and strategy

• The CSR Committee meets twice a year and reports to the Board

• The Climate Committee meets four times per year

• The Ethics Committee meets three times per year

• 2021: establishment of a “Circular Economy” Committee

Thematic committees

• The CSR Department reports to the General

Secretary, which deals with governance,

ethics and compliance issues.

General Secretary:

CSR, Legal, Internal Audit, DPO

• Leads the Company’s mission and CSR strategy

• 14 CSR champions deﬁne and guide the CSR department

and country roadmaps

• Four “Duty of Care” champions have been appointed

for the countries

Since 2020:

CSR network deﬁned

by the Executive Committee

• The network is coordinated by the CSR Department

• The Commitment Department is in charge of the Fondation

ND and the ND environmental policy

• The Group CSR Department coordinates CSR reporting

and the ND Vigilance Plan

Nature Découvertes

n The thematic committees:

Description of committees

The Ethics Committee: composed of one Comex sponsor

(General Secretary in charge of HR, CSR and Governance),

the Legal, Internal Audit, HR, and CSR Directors and the

DPO, it ensures the Group’s compliance with regulations

relating to ethical business conduct, in particular the Sapin II

law, the Duty of Care law, and the GDPR law.

n The CSR Committee, described in Chapter 3, which is

composed of four Independent Directors, reports to the Board

on the strategy and CSR projects undertaken, as well as the

results obtained.

46 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Introduction

The Climate Committee: composed of two Comexsponsors

(General Secretary in charge of HR, CSR and Governance,

and Director of Operations and Information Systems), the

Directors of Indirect Purchasing, CSR, Logistics, National

Transportation, Services Policy and After-Sales Service, it

is in charge of rolling out and ensuring compliance with the

Group’s climate roadmap, guarantees the integration of

the climate theme within the overall strategy, and manages

the objectives for reducing greenhouse gas emissions (see

2.4.1.1).

In addition, the CSR Department regularly participates in the

Internal Control Committee, which oversees policies for preventing

and mitigating certain CSR risks, and in the RiskCommittee, which

incorporates and handles the most prominent CSR risks.

Integration of CSR within variable

compensation objectives

For many years now, the variable portion of compensation of

the CEO and members of the Executive Committee includes a

CSR objective that has been set in consultation with the CSR

Department. These objectives relate to the executives’ respective

responsibilities.

The Circular Economy Committee, created in 2021:

composed of two Comex sponsors (General Secretary

in charge of HR, CSR and Governance and Director of

Operations and Information Systems), Directors of Indirect

Purchasing, CSR, and Legal; its purpose is to steer projects

aimed at reducing packaging, optimizing unsold stock,

improving collection, recycling, and reuse of materials.

The long-term incentive plan (LIP), which aims to strengthen the

loyalty of the Company’s key managers, incorporates a criterion

for achieving a CSR objective.

Finally, from 2021, all managers eligible for annual variable

compensation will have a CSR objective accounting for 10% of

this variable portion.

Open dialogue with stakeholders

Regular dialogue with stakeholders helps to ensure that the Company, both in its strategy and in the performance of its daily activities,

incorporates all their concerns.

The systems and channels in place to promote this dialogue are as follows:

Stakeholders

Means/methods of promoting dialogue

Customers

Direct contact with employees: sales personnel/delivery personnel/home technicians/call center agents

Customer surveys (NPS, survey regarding a responsible approach to consumption, etc.)

Commercial websites with customer reviews

Social networks

In-store cultural events

Employees

Monthly commitment measurement

Social partners

Corporate social network

Internal communication

Chats with the Chief Executive Ofﬁcer

Monthly presentation to the Leadership Group

Plenary sessions and panel discussions

Suppliers/plants

Trade fairs (participation and organization)

Annual negotiations

Supplier audits for our purchases of own-brand or licensed brand products

Annual convention

Associations

Partnerships and collaborations with public utility associations

Membership in professional organizations and federations: FCD, Fevad, AFEP, MEDEF, etc.

Public authorities

Meetings with ministerial ofﬁces

Parliamentary hearings (on speciﬁc themes or draft legislation)

Participation in working groups and in consultation with sector-based players steered by management

(repairability index, environmental information, etc.)

Discussions with local elected representatives on matters relating to their territory

Investors/shareholders

Registration Document/corporate website/press releases

Investor Roadshow/Investor Day

General Meeting

SRI/credit ratings

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Introduction

act has led to the emergence of new ways of consuming: buying

less but buying better, sharing goods or buying their use, buying

and selling on second-hand, boycotting controversial products

or brands, and choosing eco-designed products or committed

brands.

Assessment of CSR risks and opportunities

In 2018, the Group mapped out risks and conducted a materiality

analysis, interviewing external stakeholders along with Directors

and managers within the Group. These analyses were cross-

referenced with the expectations expressed by Fnac and Darty’s

customers in the annual customer survey, and with sector-based

regulatory changes, specifically on climate and human rights

issues.

Risk 3: The climate emergency

and its consequences on companies

The climate emergency has generated very strong, legitimate

pressure on companies to follow a path that prevents a rise in

climate temperature of more than 1.5°C in 2100 compared to

the pre-industrial era. Respecting such a trajectory requires

profound transformations in terms of the economic model, the

modus operandi, and governance. Not reducing its impact on the

climate exposes the organization to physical and transition risks

(regulatory, market and reputation risks).

The matrix resulting from this work highlighted four major risks,

which have a signiﬁcant impact on the Group’s stakeholders, as

well as on the development and sustainability of the Company.

Risk 1: The development of business lines

in a context of digital acceleration

At a time when the digital economy, automation and artificial

intelligence are accelerating, the Group’s business lines are

evolving, generating risks for employees in terms of employability

as well as wellbeing, and risks for the Company’s economic

development, particularly in terms of the skills and commitment

needed to roll out the strategy.

Risk 4: Ethics for all based on a model

of development through partnership

The Fnac Darty model is based on association and partnership

(retail of branded product, franchise development, Marketplace

development), which makes it more difficult to manage the

associated ethical risks. At a time when laws on business ethics

are becoming more stringent and consumers are taking ownership

of these issues, controlling this risk at every level of the value chain

is a crucial issue.

Risk 2: Sustainability of the business model

and new patterns of consumption

The linear model of current trade (manufacturing, retail, use, waste)

is showing its limits, because the environmental impacts are so

signiﬁcant. A growing awareness among consumers of the need to

48 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Introduction

From these four risks result the ﬁve pillars and 17 commitments of the CSR policy.

Our CSR policy, structure of this chapter

Our ﬁve

CSR pillars

Our 17 key challenges

nd objectives

Our four

main CSR risks

Our contribution to SDGs

The

1 / Develop

human capital

n Develop skills and employability

ODD 5: Gender equality

(pay gap, women in management

positions)

development

of business lines

in a context

of digital

n Promote gender equality and quality

of life in the workplace

n Guarantee employee health

and safety

ODD 3: Health and wellbeing

(road trafﬁc accidents, happiness)

acceleration

Objectives:

• 35% of women in the Leadership Group

workforce in 2025 (24.3% in 2020)

• 40% of women on the Executive

Committee by 2025 (33.3% in 2020)

ODD 8: Decent work and

economic growth (workers’ rights,

health and safety at work, creation

of decent jobs)

ODD 4: Quality education

(training, equal opportunities)

Sustainability

of the business

model and new

consumption

patterns

2/ Promote

sustainable

consumption

n Help customers make an educated

choice

n Encourage repairs

ODD 12: Sustainable

consumption and production

(circular economy jobs, hazardous

and non-hazardous waste)

and an educated n Give a second life to products

choice

n Ensure waste collection and

recycling

n Contribute to public debate around

sustainability

ODD 13: The ﬁght against

climate change

(carbon footprint)

ODD 4: Quality education

(education for sustainable

development)

Objectives:

• A “sustainability score” of 135 in 2025

(88 in 2017)

• Provide sustainability information

for 100% of products in 2022

• 100% of “non-saleable” new products

into a second life sector by 2025

• 2.5 million products repaired in 2025

3/ Contribute

to the social

and cultural

development

of territories

n Provide access to culture to as many ODD 11: Sustainable cities

people as possible

n Increase the positive impact on the

territories: employment and solidarity

and communities (territorial

development)

ODD 8: Decent work

and economic growth

(creation of decent job)

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 49

NON-FINANCIAL PERFORMANCE DECLARATION

Introduction

Our CSR policy, structure of this chapter

Our ﬁve

CSR pillars

Our 17 key challenges

nd objectives

Our four

main CSR risks

Our contribution to SDGs

The climate

emergency

and its

consequences

on companies

4/ Reduce

impacts

on the climate

n Strengthen governance and

integration of climate risks

n Reduce emissions generated by

transportation and energy from sites

n Extend emissions management to

products, services and employee travel

ODD 13: The ﬁght against

climate change (carbon footprint,

greenhouse gas emissions)

ODD 11: Sustainable cities

and communities (air quality,

sustainable buildings)

Objective:

• A 50% reduction compared to 2019

in CO₂emissions related to transport

and energy on sites by 2030

Ethics for

5/ Ensure

exemplary

business

conduct

n Protect the personal data

of employees and customers

n Prevent the risks of corruption

n Implement a Vigilance Plan

n Ensure ﬁscal responsibility

ODD 16: Peace, justice

all based on

a model of

development

through

and efﬁcient institutions

(ﬁght against corruption, protection

of fundamental freedoms)

partnership

Fnac Darty’s CSR challenges, analyzed according to their business opportunity and their level of stakeholder expectation, have been

positioned in a materiality matrix:

Professional

equality and QWL

Impact

on the climate

Repairs and

sustainability

Personal

data

An educated choice

(advice and range)

Fiscal

responsibility

Waste and

recycling

Preventing

corruption

Second life

Health

and safety

Player in

the territories

Vigilance

Plan

Skills and

employability

Contribute

to public debate

on sustainability

Essential

Strategic

Important

Access to culture

for as many people

as possible

Disc size =

maturity level

Support

for charities

Aspects of the Group’s performance

50 2020 UNIVERSAL REGISTRATION DOCUMENT

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NON-FINANCIAL PERFORMANCE DECLARATION

Introduction

This chapter is structured according to the ﬁve pillars and 17 issues

of our CSR policy, with a foreword on managing the health crisis.

Nature Découvertes: 30 years of adventure

and a new raison d’être

The acquisition of Nature Découvertes in 2019 laid the

foundations for new collaborations between complementary

brands, each one committed, in its own way, to rising to societal

challenges.

A CSR policy incorporated into the new

strategic plan

Unveiled on February 23, 2021, the “Everyday” strategic plan

embodies the Group’s desire to strengthen its positioning in

several key areas of its CSR policy, including those of product

sustainability, selection and advice, and the development of more

responsible services (see also Chapter 1.5).

A pioneering concept born in 1990 at a time when ecology was

not a major concern for the public at large, Nature Découvertes

has been able to sustainably develop in the ﬁeld of reconnecting

with nature. Thirty years on in 2020, the Company sought to

question its raison d’être in a very different societal context, against

a backdrop of climate emergency and the erosion of biodiversity.

The management of Nature Découvertes has always considered

the Company to be a player in theservice of the common good,

and it was important to redeﬁne its mission.

To support this change in the economic model, Fnac Darty has

set several objectives:

n achieve a “sustainability score ⁽¹⁾” of 135 in 2025 (versus 95 in

2018) (see 2.2.1.2);

The project was conducted collaboratively throughout the year,

leading to this new raison d’être: “To offer genuine solutions

(products and experiences) to all those who wish to change their

way of life for ecology of the Earth, body, and mind.”

n provide sustainability information for 100% of products ⁽²⁾in

2022 (see 2.2.1);

n integrate 100% of “non-saleable” new products⁽³⁾into a second

life sector by 2025 (see 2.2.3);

Supporting its customers as they live a sustainable lifestyle

requires a transformation of the Company itself, which intends

to go even further in the eco-design of its offer. A certified “B

Corp” since 2015, Nature Découvertes is part of a continuous

improvement process. This international certiﬁcation provides a

range of stringent CSR criteria, and pushes the Company to go

even further.

n 2.5 million products repaired⁽⁴⁾in 2025 (see 2.2.2);

n a 50% reduction in CO₂emissions from sites’ transport and

energy by 2030 compared to 2019 (see 2.4).

Furthermore, the Group is committed to reviewing its collaboration

and leadership model, particularly through getting greater female

representation on the management teams. To do so, Fnac Darty

has set several objectives:

Nature Découvertes’ non-ﬁnancial data is incorporated in the

indicators published in this document (unless otherwise stated);

a number of the challenges facing Nature Découvertes, and

the Company’s responses to these challenges are also described.

n achieve female representation on the Executive Committee of

at least 40% and then maintain this representation by 2025;

n female representation of 35% of the Leadership Group ⁽⁵⁾by

2025 (see 2.1.2.1.1).

(1) Sustainability score for eligible products, base 95 in 2018, weighted by their respective revenues.

(2) Categories and products eligible for a sustainability score (electronic products and household appliances, mobility).

(3) Damaged, faded, or repaired products, customer returns + products from suppliers/partners who may need to rely on the Second Life channel

+ customer products from trade-in which are then reconditioned.

(4) Home repairs and in workshops, WeFix repairs, resolutions by call centers and after-sales service counters.

(5) The Leadership Group is made up of the members of the Executive Committee, the Group’s executive ofﬁcers, and key Group managers in France

and internationally (employees with grade 19 or higher according to the Korn Ferry Hay weighted job evaluation method).

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Introduction

HEALTH CRISIS: FNAC DARTY COMMITTED

TO ITS EMPLOYEES AND CUSTOMERS

The impact of the Covid-19 health crisis was considerable for

Social treatment of employees affected

by short-time working

Fnac Darty: store closures, implementation of health measures to

protect employees and customers, reorganization of logistics to

cope with the shift from physical to online sales, among others.

For store employees, and for a large number of employees in

support functions, store closures were accompanied by short-time

working measures – with different procedures in different countries,

based on government decisions and existing support measures.

Faced with this unprecedented crisis, the Group set itself the

objectives of guaranteeing the health and safety of all, continuing

to serve its customers, and keeping its teams mobilized while

safeguarding jobs.

From March 15 through May 11, 2020, more than 80% of the

Group’s workforce was affected by short-time working.

Teams mobilized to serve customers

In France, an activity bonus of €100 gross per week was also

paid to employees who worked on the Company’s sites or were

in contact with customers during lockdown.

On the front line during lockdown, all the operations management

teams (logistics, delivery, after-sales service, remote customer

service) were mobilized to meet customers’ needs, and in a

challenging context, were able to demonstrate their ability to adapt

along with a sense of service welcomed by customers.

During this period, social dialogue was strengthened with more

regular meetings of the Economic and Social Committee (ESC),

as well as other bodies such as the Group Works Council (four

extraordinary meetings) or the European Works Council (one

extraordinary meeting).

After-sales service teams continued their activities to provide

citizens with a real public service mission by repairing their

equipment, either by coming to theirhome while following safety

protocols, or by phone or video-assistance.

In France, to anticipate the conditions required forthe resumption

of business after the lockdown, negotiations were also conducted

in the spring aimed at setting up systems to adapt work

organization to the ﬂow of business. In particular, the conditions

for paid leave and/or the introduction of alternative working

schedules (switching between high-activity and low-activity weeks

according to business requirements) within stores were negotiated

so as to avoid short-time working measures as far as possible,

and to ensure that for those employees affected, compensation is

maintained, regardless of the hours worked.

The lockdown period was also a challenge for logistics teams,

who were obliged to switch all their activity to the web channel

overnight. They achieved a remarkable quality of performance

in an extremely difﬁcult context. To respond to their equipment

emergencies, particularly in a context of remote working and home

schooling, Fnac Darty resolved to make free deliveries in France

for all purchases over €20 made on Fnac and Darty sites. Similar

measures were also implemented in Spain, Portugal, Switzerland

and Belgium.

However, due to the closure of so-called “non-essential”

departments and the closure of Nature Découvertes stores

during the second lockdown, other short-time working measures

were implemented.

The work of front-line employees during lockdown was valued.

Thus as part of the system set up by the French government, a

one-off purchasing power bonus (prime exceptionnelle de pouvoir

d’achat, PEPA) was paid to employees earning less than three

times the annual value of the French minimum wage (SMIC) who

worked during the period from March 16 through May 11, 2020

– a full-time employee present over the entire period received a

bonus of €1,000.

A total of six agreements were signed within several entities within

the Group in France, pertaining to those employees working in

stores, in operations or support functions. In return for these

contractual provisions, the Group maintained the compensation

of the employees concerned at 100% for the period from March15

through May 11, 2020.

The work done by employees was also highlighted through

internal communication tools: the communication teams regularly

put these employees in the spotlight, talking about their work

during this period, and sharing messages of encouragement and

customer satisfaction.

52 2020 UNIVERSAL REGISTRATION DOCUMENT

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NON-FINANCIAL PERFORMANCE DECLARATION

Introduction

This system was the end result of the sourcing, design and

purchase of such items as plexiglass panels speciﬁcally designed

for store furniture, floor marking systems, masks, gels, gel

dispensers at store entrances, and so on, so as to comply with

preventive and social distancing measures.

Measures taken to protect employees

and customers during the health crisis

Strict health measures at head ofﬁce

and in operations

To support our in-store teams, training was provided on how to

apply preventive measures and the proper use of equipment.

Upon reopening after lockdown, seminars were organized before

opening to the public, to lay down the new rules for organizing

work and welcoming customers.

During this year, the Group focused on the health and safety of

its logistics teams. For Fnac Darty, the challenge wastwofold: to

guarantee a secure working environment for front-line employees,

and to ensure the continuity of logistics activities so that they could

quickly adapt to changes in the health context.

All these measures were welcomed by the banners’ customers, as

well as the various administrations, whose inspection visits were

all conclusive.

Communication with employees has been strengthened for

preventive measures and safety information for warehouse

employees, delivery and installation staff, after-sales technicians,

and the remote customer service team.

To galvanize employee support for preventive measures, two

e-learning modules were developed by the Fnac Darty Academy,

each attended by some 10,000 employees.

“Covid representatives” appointed on each logistics site, to identify

“at-risk” locations, to ensure preventive measures were followed,

and to work on contact tracing after contamination, in connection

with Human Resources and the sick room.

Psychological support measures

during this unprecedented period

In warehouses and at head ofﬁce, circulation ﬂows were put in

place, disinfection procedures were instigated for workstations

and shared premises, and alcohol gel dispensers were installed.

During lockdown, the Group was quick to strengthen

communication to teams via several channels: emails, intranet

site, phone.

All these health procedures were developed in full compliance

with the recommendations of the French government and in

consultation with labor unions.

n An HR hotline was set up allowing employees to communicate

with the HR managers on duty.

n A counseling and support line was launched, accessible around

the clock, also open to spouses.

Safety at the heart of the

“business recovery plan”

n An appointment-based system for remote medical

consultations was rolled out.

The store recovery plan gave rise to extensive joint work between

the HR, Operations, Safety, Real Estate and Maintenance, and

Purchasing teams, as well as regular dialogue with social partners.

The cornerstone of this plan is a health system designed to

allow employees and customers to work in the safest possible

environment.

n The Group’s social workers extended their services.

n Finally, the Group’s intranet made a major contribution to

maintaining connection between employees, by disseminating

practical information on managing remote working, as well as

psychological advice, recommendations and highlights of work

done by front-line employees.

In line with government regulations, the Group, in conjunction

with the Human Resources Department,has updated the Single

Document for the Evaluation of Occupational Risks (Document

unique de l’évaluation des risques professionnels, DUERP), as well

as its operating procedures in a document entitled “guidelines”

(business resumption plan) intended for the operating teams.

In order to survey employees, both on the management of

lockdown and on remote working and worries about recovery

(particularly from a health standpoint), regular surveys were

conducted using the Supermood tool.

The “Welcomer” role (employees in charge of greeting customers)

has been extended: compliance with in-store traffic limits,

customer hand disinfection, guidance to ensure trafﬁc ﬂows are

respected, theirs is a central position in the smooth application of

the health system.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Introduction

Once lockdown ended, the Fnac Darty Group scrupulously applied

the government’s recommendations on remote working.Over the

summer, the rule for head ofﬁce employees in France was two

days’ presence on-site for three days’ remote working. As from

the second lockdown, all employees whose duties allowed them

to do so switched back to 100% remote working.

Flexibility to support remote working

The announcement of the lockdown period forced the Group to

take steps in record time to allow widespread remote working.

Within a few days, employees received training and tools allowing

them to use collaborative work solutions single-handedly.

Elsewhere in the Group, work organization was brought into line

with government recommendations: ﬂexible working hours, team

rotation to ensure a reduced in-ofﬁce presence, etc.

After the head ofﬁce employees, those in in-house call centers

in charge of customer relations were supported, which was a

challenge because for these teams no remote working solution

was yet available. In two days, our IT teams were able to overcome

all the points of contention, including ﬂow parameterization, phone

number routing, and access to CRM tools, to relocate call centers

to employees’ homes. This represented a major transformation

for customer service teams, who received accelerated training to

help deal with the barrage of calls relating to store closures, and to

contact all customers with store orders or pre-orders.

The Group supported this development via strengthened means

of communication, particularly via the intranet, with numerous

tutorials and the sharing of best practice on remote working and

other aspects of daily life.

Fnac Darty was able to rely on its managers to ensure business

continuity; empowered very early on in the crisis, they were

responsible for the proper application of health measures by their

teams, as well as individualized support for their remote-working

employees. To this end, they attended training courses devoted

to managing remotely (see also 2.1.1.1.2).

54 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Develop our most valuable asset: people

2.1 / Develop our most valuable asset: people

n Develop skills and employability

n Promote gender equality and quality of life in the workplace

n Guarantee employee health and safety

Risks

Opportunities

n Skill mismatch

n Loss of attractiveness of the employer brand: inability to attract

and retain talent

n Employees who are conﬁdent in their expertise to “inform

customers’ choices”

n Motivated employees focused on customer satisfaction

n Key skills to roll out the Group’s strategy

n Costs of turnover, absenteeism and disengagement

n Costs related to workplace accidents including road accidents n An attractive employer brand

n Ability to innovate

n Agility and resilience

n Control of costs related to workplace accidents, road trafﬁc

accidents and absenteeism

Levers activated

2020 Actions

KPI and associated indicators

An in-house training academy n Continuation of strategic training programs

for bespoke training courses n Development of sales expertise

n KPI: share of payroll allocated to training

n KPI: number of training hours per employee

trained

Multi-modal training courses

(e-learning, virtual reality,

face-to-face)

n Strengthening managers’ leadership skills

n Development of programs to train in

professions where staff are harder to ﬁnd

Support for women

in leadership positions

n Maintaining and strengthening programs

aimed at promoting equal opportunities

n KPI: percentage of women in Leadership

Group workforce

n Review of recruitment processes to promote n KPI: proportion of women who granted least

gender equality

one individual raise during the year

n Proportion of employees with disabilities

in open-ended contracts

Start of collective bargaining

n Negotiation of quality of life in the workplace n NPS employees

and professional equality at Group level

Roll-out of agile organizational n Development of a Digital Factory

modes

n Launch of the “Agile Call Center” project

A system for listening

to employees

n Regular survey of all Group employees

Risk prevention for the most

exposed business lines

n Strengthening of training programs

related to safety and security

n Action plan for increased road safety

n Investment in the modernization

of equipment

n KPI: absenteeism due to sickness

n KPI: frequency rate of workplace accidents

with stoppage time

n KPI: severity of accidents at work

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Develop our most valuable asset: people

Key ﬁgures⁽¹⁾

All the priority indicators and other indicators are available at the end of the chapter in the summary of CSR risks and indicators (see

section 2.6).

24,886 employees as of December 31, 2020,

of which 18,895 in France

24.34%: percentage of women in the Leadership Group

(24.31% in 2019)

(24,046 in 2019, of which 17,676 in France)

2.78%: share of payroll allocated to training

(2.52% in 2019)

22.9%: share of women in the female workforce

granted an individual raise compared to 23.5% for men

(33.2% of women and 29.5% of men in 2019^(b))

9.1 hours: number of training hours per employee trained^(c)5.17%: absenteeism due to sickness

(14.2 hours in 2019)

(4.61% in 2019)

30.08: frequency rate of workplace accidents

with stoppage time^(a)

(27.48 in 2019)

1.74: severity rate of workplace accidents

with stoppage time^(a)

(1.46 in 2019)

(a) Excluding Nature Découvertes, whose methods of calculating these rates vary from those of Fnac Darty.

(b) Corrected data.

With some 25,000 employees, morethan 75% of whom work in

direct contact with customers, anticipating and supporting rapid

changes in business activities, guaranteeing the health and safety

of employees, and fostering their commitment have been identiﬁed

as major challenges for the Group.

To this end, the Group invests and innovates to change its

organizational methods, to provide its employees with a

motivating work environment, to guarantee their health, safety

and professional equality, and to support the development of their

expertise – a strategic focus for the Group and the basis of its

raison d’être.

In an extremely competitive sector faced with emerging economic

players who are innovative in terms of their human resources

management, the attractiveness of the employer brand, and the

motivation of Fnac Darty employees are highly strategic. They

involve listening carefully to employees’ expectations, both in

terms of autonomy and management, and the meaning given to

their work.

(1) Unless stated otherwise, the social data reported in this chapter relates to all Fnac Darty subsidiaries. Franchises are also excluded from the scope

of the report. The deﬁnitions are given in the associated paragraphs when required.

56 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Develop our most valuable asset: people

2.1.1 / DEVELOP SKILLS AND EMPLOYABILITY

The Group is investing and innovating in training to support its

employees as their jobs evolve and to enable the Company to

remain efﬁcient. For Fnac Darty, this means adapting to changes

in the sector and the latest customer expectations, as well

as adopting a responsible employer policy that allows all its

employees to develop their skills and employability.

The Academy also began integrating virtual reality formats into

the teaching tools used during induction days for executives,

thus allowing them to visit the Group’s logistics sites virtually. The

development of these innovative training tools will gather speed

in 2021.

During the period of short-time working, the Group communicated

with its employees about the government-backed reinforcement of

training assistance provided by the French National Employment

Fund (Fonds National de l’Emploi). Accordingly, 370 employees

were trained via this scheme. The courses were provided at

the request of employees (e.g. further English classes, web

development or skills assessment) or at the Company’s initiative,

as in the case of the course for the Academy’s trainers on leading

training sessions remotely.

Based on Darty’s in-house training model, the Group set up an

Academy in 2018 allowing it to gain in expertise and agility, while

reducing teaching costs.

Training is now overseen by this Academy and is based on

classroom programs as well as e-learning modules. Through

this multimodal learning program, Fnac Darty seeks to offer its

employees the opportunity of continuous training, at their own

pace, based on the organization of their work week, but also their

diverse skills and objectives.

Work-study programs

For several years, Fnac Darty has pursued an active policy for

the professional integration of young people by promoting work-

study programs, a policy that was maintained in2020 despite the

context.

2.1.1.1 / Training in service of the Group’s

agility

2.1.1.1.1 / Training programs adapted

to the health situation

As of December 31, 2020, the Group had taken on

1,065 employees under professional development or

apprenticeship contracts. These work-study participants are

present across all job categories: sales, customer service, logistics,

after-sales service and back-ofﬁce functions such as accounting,

marketing, communications and human resources.

Starting in February 2020, the health crisis strongly disrupted

training programs. Bringing training in-house has led to greater

agility in response to this unprecedented situation. As a result, all

training courses that could be attended remotely switched to this

method. Training on products and services could thus continue to

be provided, even if teaching methods had to be adapted.

2.1.1.1.2 / Managers supported to manage

their teams via remote working

and to develop their skills

A video-conference training protocol enabled 4,000 people to be

trained remotely, replacing classroom programs.

The Group relied heavily on its managers during a year marked

by the health crisis to disseminate information, change the pace

of work, and maintain the mobilization of teams on the highest-

priority projects.

The Group could also count on the e-learning training offer

developed over the past several years: more than 450 modules,

accessible remotely on computer, smartphone or tablet. In 2020,

167,102 modules were completed and validated (compared with

156,144 in 2019) in France, mostly by salespeople, and nearly

three out of four employees completed at least one e-learning

course in 2020.

To support line managers in this new way of organizing work,

support for good remote working practices was promptly rolled

out, ﬁrst with the Executive Committee and then with supervisors.

In addition, training on time and priority management was offered

to groups of employees.

In other European countries, all of which can now access the

Academy’s e-learning offer, over 15,000 modules were completed.

Moreover, as part of a process of continuous improvement,

over one hundred workshops were facilitated by the Fnac Darty

Academy in Q4 2020, to draft a joint assessment and to further

improve the ways in which teams interact in remote working. These

workshops to jointly draft the golden rules for remote working were

ﬁrst provided to members of the Executive Committee, before

being rolled out to all head ofﬁce departments.

The Group’s training teams increasingly rely on this ﬂexible format

to extend their offer to topics that deal with societal themes: the

ﬁght against corruption and inﬂuence peddling, consumer rights,

protection of personal data, the fight against discriminations,

including the detection of gender-based discrimination.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Develop our most valuable asset: people

Managers trained to develop their leadership

and serve the Group’s vision

2.1.1.2.1 / Customer excellence at the heart

of a major training program

This change in organizational methods coincided with the

launch of an ambitious 18-month training program to manage

the Operations Department and headquarters, with the aim of

establishing a common foundation to serve the Group’s strategy

and raison d’être.

In order to strengthen its strong links with customer culture, in 2019

the Group deployed an 84-hour program aimed at employees in

contact with customers in Fnac and Darty stores (salespeople,

customer service agents, after-sales service technicians), as well

as delivery personnel and call center advisors: the Excellence

Client (customer excellence) program.

As such, an important part of the training aims to provide

everything required to understand the Group’s positioning and the

environment in relation to its commitment to making an educated

choice and more sustainable consumption. The stated objective

is to enable participants to carry this vision forward, and to apply

the strategy within their scope, while integrating new knowledge

in terms of CSR, customer excellence, and value creation to

make informed decisions in the face of economic and societal

challenges. The training course also includes a central component

to develop leadership and managerial skills, and to provide better

support for employees at a time of accelerated transformation.

Over 800 employees volunteered to take part in this ambitious

program, which was designed and deployed over 18 months, and

takes into account the reality encountered on the ground. It offers

modules differentiated by banner and business line to meet the

needs of the various audiences, while respecting the DNA of both

banners. Participants acquire skills, which managers then help

to deploy.

The engineering behind the customer relationship modules is

co-built with theGroup’s best marketing experts, thus allowing

participants to acquire an in-depth understanding of new customer

expectations, in particular.

Over 700 employees volunteered to join this program, offered to

supervisors and local managers on one hand, and to executives

and Directors on the other.

The course also aims to enhance mobility to other areas or to

new business lines. Upon completion of the program, scheduled

for early 2021, participants can obtain certiﬁcation recognized by

the French Commission of Professional Certiﬁcation and by the

professional branch.

Backed by Kedge Business School, in broader terms this program

aims to build a common managerial culture and strengthen

collaborations. It is based on fully customized, dynamic, innovative

and multi-modal teaching. It also helps to secure career paths and

develop employability, since the two training courses will grant

partial certiﬁcation from Kedge Business School, at undergraduate

level for local managers and at postgraduate level for executives

and Directors.

2.1.1.2.2 / Salespeople expertise, a strategic

focus in years to come

In order to strengthen expertise in each individual’s skill

requirements, in 2020 the Training Academy ﬁnalized and rolled

out a ﬁve-year individual development path.

2.1.1.2 / Salespeople expertise: a priority

in the service of the strategic plan

Aimed at all salespeople, it will be based on an individual analysis

tailored to each employee. A pilot quiz was launched in a number

of stores to test the scheme, due for large-scale roll-out in 2021.

This quiz, which will be offered to employees twice a year, will allow

the individual training plan to be adjusted.

Enabling customers to make an educated choice largelydepends

on the acknowledged expertise of Fnac Darty’s salespeople.

Developing this expertise has thus been highlighted as a crucial

issue for the Group; consulting is a major component of the new

Strategic Plan. This involves ensuring customers are offered the

best advice in terms of the use of their products and the services

they require.

The aim is to offer a career path and provide an overview of training

courses that employees will be able to follow from their arrival until

they reach a level of expertise. It also clariﬁes the professional

objective they are aiming towards.

To this end, the form of training courses was revised to encourage

salespeople to talk about and share their passion for the product.

The content thus focuses in large part on handling the products

sold and discovering the uses to which they are put by customers.

For Fnac and Darty, this is an opportunity to build employee loyalty

by providing a long-term vision and giving employees the tools to

improve their performance in the long run.

At the same time, the Academy chose to make integrating new

recruits a priority, aimed at immediately engaging teams in their

knowledge of the Company and how it operates.

58 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

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Develop our most valuable asset: people

The immediate objective is to provide teams with all the knowledge

required to avoid learning by error. This program focuses

employees on customer relations, sales, products and services.

Interns are also immersed in learning the characteristics of all the

products sold in store, thus whetting theirappetite for versatility,

and enhancing their ability to sell the entire product service

ecosystem. The training courses also develop salespeople’s advice

skills by helping them to better research and understand the uses

customers wish to make of their products, and the services they

may need.

2.1.1.3 / Develop skills in professions where

staff are harder to ﬁnd, and anticipate

tomorrow’s needs

Fnac Darty has identified several professions where staff are

harder to ﬁnd, and has rolled out several programs to meet the

strategic needs in these areas. The Fnac Darty Academy thus set

up two systems dedicated to highly technical areas where experts

are harder to ﬁnd: kitchen design and sales, and home-service

technicians.

Additionally, the Group continues to rely on an innovative

application, NAPS, to reinforce knowledge of the Group’s products

and services. The principle of NAPS is to encourage training

through play and by highlighting progress made. This application

lets salespeople validate “product” and “sales technique” training,

consult product news, take quizzes and chat with the sales

community. In this way, other salespeople become a key part of

their training. Since 2016, there have been more than 7,500 Fnac

Darty NAPS users, and this ﬁgure continues to climb.

Kitchen designer: training to support

business growth

In 2018, Darty’s Kitchen Academy opened its doors to Fnac

employees, in order to allow them to access the kitchen design

business line. This training course supports the development of

the kitchen business as part of the Group’s policy of diversiﬁcation.

The Kitchen sector, which is constantly growing, requires that

employees follow long, speciﬁc training programs, because the

job of in-store kitchen designer requires skills in several areas:

from designing kitchensfor the customer, to drafting plans and

transferring the project to specific computer tools, and from

marketing the proposal and monitoring the project over several

months up to installation.

An extensive training program for salespeople

in Paris stores

After six months of negotiations with employee representatives

and the signing of three agreements in 2019, work organization in

Fnac Paris stores was completely overhauled to improve efﬁciency

while preserving jobs.

The Kitchen Designers’ Academy offers to professionalize

employees over a 40-day course for new designers, accompanied

by periods of in-store training to fully get the measure of this

complex profession.

Implemented from 2020 onwards, the project aims to extend

salespeople’s responsibilities (execution of simple payments and

greater versatility on the shop ﬂoor), alongside more equitable and

effective management of work on Saturdays and public holidays.

Technical repair specialist: a promising profession

for which staff are harder to ﬁnd

It is based on an extensive training plan and personalized support

measures, as well as ﬁnancial compensation.

To anticipate upcoming technician retirements and to improve

national coverage of repair services, the Group has launched

an extensive plan to recruit and train 500 technicians (see also

2.2.2.4). The Academy has developed a specific program for

internal employees and for new recruits: the Tech Academy.

Since September, all Fnac Paris employees have been trained in

handling transactions. Before the launch of multi-skill training, an

individual assessment of skills and knowledge was conducted

among the Company’s 1,300 or so employees, so as to tailor the

training plan to each employee.

In 2020, in partnership with two Apprentice Training Centers (CFA),

the Group opened seven apprentice classes, in Lille, Paris⁽²⁾, Lyon,

Marseille, Bordeaux, and Rennes. A total of 87 people signed up,

including 19 employees from various backgrounds (sales, delivery,

computer workshop).

This support will last from a few months to two years, depending

on the level of expertise assessed in 2020.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Develop our most valuable asset: people

Alongside recruitment, the technicians’ skills were also enhanced,

thus strengthening the strategic aspect of the Group’s commercial

and environmental policy, aimed at extending the life span of

products.

2.1.1.4 / At Nature Découvertes,

a training school at the service

of the brand’s culture

In line with its values as a responsible, eager-to-learn company,

Nature Découvertes relies on its in-house training school –

La Source – to support its employees as they acquire product

knowledge, and in their personal development.

At the same time, the Fnac Darty Academy developed several

training courses for delivery teams, including an e-learning course

on water, gas and electricity commissioning, and a classroom-

based course on the delivery and installationof built-in and wall-

mounted products.

For two to three days a year, they attend the school to learn about

products and about their businesses (sales, management, project

management, and so on), to improve their tools, and to advance

in their personal style.

In addition to the Tech Academy, the Delivery Academy has been

developed to meet theGroup’s needs in this profession where staff

are also thinner on the ground. To this end, Fnac Darty started two

work-study programs for delivery apprentices (Paris and Toulouse),

each with 25 students.

This face-to-face approach is based on more than 40 modules,

chosen for their suitability to business needs. This is complemented

by a digital offer, with over 115 e-learning modules, serious games,

webinars and e-classes, for a rich and varied experience that helps

students to enhance their learning, and piques their curiosity 80%

of training materials are produced by Nature Découvertes’

employees and the majority of training courses are delivered by

employees who have become experts in their area.

Analysis of Strategic Workforce Planning

In 2019 and 2020, Fnac Darty spearheaded a Strategic Workforce

Planning approach to examine the differences between how

the workforce is currently structured and the target forecast of

the workforce in the medium term (five years). The results of

this study should thus enable better forecasting of stafﬁng and

skills requirements, with regard to market developments and the

Group’s development strategy. In this context, negotiations on job

management and career paths will be held in 2021 with the trade

union organizations represented within Fnac Darty.

The complementary nature of the content taught makes it possible

to assimilate new recruits into the brand’s culture more quickly.

Since 2019, La Source has been located at La Canopée, the new

headquarters of Nature Découvertes in Versailles. This more

open location, which is better connected to its environment,

ensures the best interaction with the various departments services

of head ofﬁce and, with its agro-dynamic farm, a great place to

strengthen joint commitment and meaning.

Training results for 2020

Scope: Group excluding franchises

2018

2019

2020

KPI: Share of payroll allocated to training

2.52%

2.78%

Proportion of employees receiving training in classroom over the year

compared to total number of employees^(a)

52.3%

66.0%

37.4%

Proportion of employees receiving training in classroom and/or via e-learning

over the year compared to total number of employees^(a)

not available

17.2 hrs

82.9%

15.3 hrs

14.2 hrs

75.8%

13.7 hrs

9.1 hrs

Average number of training hours per employee trained via classroom programs

KPI: Average number of training hours^(b)per employee trained

not available

(a) Employees (open-ended and ﬁxed-term contracts) as of December 31, 2020.

(b) All formats combined: in classrooms, virtual classes or e-learning.

60 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

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Develop our most valuable asset: people

2.1.2 / DEVELOP GENDER EQUALITY AND QUALITY OF LIFE

IN THE WORKPLACE

In September 2019, Fnac Darty began negotiations with all the

Group’s representative trade union organizations on Quality of

Life in the Workplace and Gender Equality. Though disrupted

by the health crisis, these negotiations continued in 2020 and

are expected to be completed in the course of the ﬁrst quarter

of 2021.

In order to push the entire Company, including subsidiaries, to

make this issue a priority, several ambitious objectives were

set by the Board of Directors onthe recommendation of senior

management.

Objectives

Many topics were discussed with social partners, such as the

right to log out of digital tools, the right to expression, the work/life

balance, disability, gender equality, and employee mobility between

their place of work and their home.

n Achieve then maintain a percentage of at least 40% of the

under-represented gender on the Executive Committee

by 2025 (in the same way as the rules applicable to the Board

of Directors).

The topic of remote working was also discussed with trade union

organizations at Group level.

n Achieve female representation of 35% in the “Leadership

Group” ⁽¹⁾by 2025, with an increase of 2 points per year until

2024 then 3 points in 2025.

To achieve this goal, emphasis was placed on:

n female recruitment and mobility;

2.1.2.1 / Promote professional equality

Convinced that diversity is a source of wealth and creativity, Fnac

Darty has historically pursued a policy aimed at guaranteeing equal

treatment, promoting diversity in its teams, and fostering equal

opportunities, with particular emphasis on gender equality and the

employment and retention of people with disabilities.

n improving the work/life balance.

In 2020, the Group continued its female store manager programby

renewing the organization of a coaching and personal development

session for its middle management, Fnac department managers,

and Darty sales managers. This new session, named “Dare”, aims

to strengthen the presence of women among potential managers

and in management succession plans.

This commitment covers recruitment, using dedicated partners

and tools for those potentially subject to discrimination, such as

Hello Handicap, Hanploi, Cap Emploi, partners such as ARIS, Job

dans la ville or ARES, training organizations such as Greta AISP,

and LB Développement. It is also demonstrated throughpayment

of the apprenticeship tax in France, a portion of which is paid

to specialist schools and centers (Sport dans la Ville, Fondation

Agir contre l’Exclusion, École de la deuxième chance, Institut

Télémaque, FEDEEH, etc.).

Moreover, from 2021 onwards, recruitment processes have been

modiﬁed, making it compulsory to have a woman on the candidate

shortlist, and on the panel of interviewers during recruitment. In the

event that two candidates of different genders show an equal level

of competence during the recruitment process, the choice will be

made in favor of the woman.

2.1.2.1.1 / Gender equality: breaking

the glass ceiling

2020 Results

Fnac Darty published its gender equality index, in line with

Law 2018-771, known as the “Professional Future” Law of

September 5, 2018, assessing the level of gender equality

using ﬁve measurement indicators: pay differentials, difference in

obtaining an individual raise, differencein obtaining a promotion,

satisfactory award of an individual raise after maternity leave, and

lastly, level of gender equality in teams.

Gender equality was identiﬁed as a priority issue for the Group.

With nearly 40% of women in the total workforce, but only 24% of

women in leadership positions, Fnac Darty is strongly committed

to strengthening its action in favor of greater gender diversity,

particularly in line management positions. The attractiveness of

the employer brand is in the balance, as is the Group’s ability to

rise to this major societal challenge.

As regards the Group, this consolidated index, published on the

institutional website, gave the Company a score of 90 out of a total

of 100, based on 2020 social data (stable compared with 2019).

Details of the results by company are updated annually and can

be accessed via the Group’s website.

(1) The Leadership Group is made up of the members of the Executive Committee, the Group’s executive ofﬁcers, and key Group managers in France

and internationally (employees with grade 19 or higher according to the Korn Ferry Hay weighted job evaluation method).

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Develop our most valuable asset: people

For 2020, the main indicators relating to gender equality in teams and fair treatment based on gender are as follows:

Scope: Group

2018

2019

2020

Gender equality index (consolidated)

Percentage of women in the total workforce

38.60%

39.04%

39.62%

38.60% excluding

Nature Découvertes

Percentage of manager-level women

in the workforce

34.67%

35.65%

37.02%

35.56% excluding

Nature Découvertes

Percentage of female store managers

10.37%

23.26% Fnac

5.56% Darty

13.62%

22.99% Fnac

7.51% Darty

18.22%

13.76% excluding Nature

Découvertes

22.47% Fnac

7.87% Darty

38.55% Nature Découvertes

Percentage of women in the Leadership Group

workforce^(a)

20.74%

24.31%

24.34%

Percentage of women on the Board of Directors

Percentage of women on the Executive Committee

60%

20%

50%

43%

33.3%

Percentage of women in the female workforce

who have received at least one individual raise

during the year

not available

33.2%^(b)

compared with

29.5% for men

22.9%

compared with

23.5% for men

(a) The Leadership Group is made up of the members of the Executive Committee, the Group’s executive ofﬁcers, and key Group managers in France

and internationally (employees with grade 19 or higher according to the Korn Ferry Hay weighted job evaluation method).

(b) Corrected data.

Although not satisfactory, the rate of 39.6% of women in the total

workforce must be viewed in the context of the sector and the

Group’s business lines: traditionally retail, logistics and after-sales

service tend to have a male bias.

Despite the health crisis, the projects led in this respect have

continued:

n continuation of the policy in favor of theemployment of people

with disabilities, by raising the awareness of the teams, the

Group’s presence on dedicated job forums, and in connection

with Cap Emploi, by using the driver of work-study programs

(two classes dedicated to the positions of checkout operator

and storekeeper);

2.1.2.1.2 / An active diversity policy

to promote the inclusion

of people with disabilities

n participation in Duodays: 18 two-person teams featuring a Fnac

employee and a disabled person were trained, and people with

disabilities were welcomed for a day on Fnac sites;

For many years, Fnac Darty has been committed to employing

people with disabilities. It has also built awareness among teams,

participated in dedicated job forums, implemented an adapted

professional development process and promoted best practices.

The Group’s Disability mission drives this proactive policy with

support from Disability representatives.

n strengthened accessibility of merchant sites, speciﬁcally with

the extension of the Accéo service to the Fnac website (a

remote interpreting system providing deaf people with access

to customer service);

In 2020, social dialogue focused on the theme of diversity

through negotiations on Gender Equality and Quality of Life in the

Workplace.

62 2020 UNIVERSAL REGISTRATION DOCUMENT

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Develop our most valuable asset: people

n recruitment, via the use of recruitmentpartners such as Hello

Handicap, Hanploi, Cap Emploi, partners such as ARIS, Job

dans la ville or ARES, training organizations such as Greta AISP,

LB Développement and the Stephenson Apprentice Training

Center.

2020 Results

Fnac Darty regularly measures the perception of equality

of treatment via Supermood, the dedicated system to

improve listening to employees (see also 2.1.2.2.1 below). In

November 2020, the question “In my team we are treated with

respect and fairness regardless of…” was put to all Group

employees, and scored 4.5 and 4.6 out of 5 depending on the

criteria (gender, age, health status or disability, origin).

Scope: Group

2018

2019

2020

Percentage of people with disabilities in the total workforce

4.29%

1.61%

4.39%

1.12%

4.12%

0.74%

Percentage of people with disabilities newly recruited under open-ended contracts

Employee commitment is measured through regular surveys

of Group employees (see 2.1.2.2.1 below), and by monitoring

absenteeism.

2.1.2.2 / Develop employee commitment

By listening to employees, social dialogue, and innovation in the

development of new organizational methods, the Group is making

quality of life in the workplace a way to enhance commitment.

Absenteeism was on the up in 2020, due to the epidemic

(conﬁrmed cases or suspicion of Covid-19, contact tracing).

Scope: Group

2018

2019

2020

KPI: Absenteeism due to sickness

4.63%

6.56%

4.61%

6.46%

5.17%

7.01%

Overall absenteeism

This introspective work was conducted in consultation with

representatives from all Group business lines, and is set to

continue, chieﬂy to spearhead the raison d’être “Committed to

providing an educated choice and more sustainable consumption”

in managerial practices and the decision-making process.

2.1.2.2.1 / Give meaning to work and manage

employee commitment

Raison d’être, a driver for commitment

In 2019, the Group reflected on its mission, with the aim of

federating its teams and guiding the Company in its strategic

choices and its day-to-day trade-offs.

Described in chapter 1, this raison d’être aims to be a powerful

managerial tool, which will help cement the link between banners,

build a common culture, give meaning to everyone’s work and thus

strengthen team commitment on a daily basis. In fact, Fnac Darty

is convinced that this mission will be a source of pride, inspiration,

innovation and thus of performance.

In a society where the ecological crisis is calling into question

and changing consumer patterns, Fnac Darty wished to examine

its raison d’être, and thus its societal role. By looking into its

contribution and responsibilities, along with its DNA and long-term

vision, the Group laid the foundations for an ambitious collective

project, in line with its most signiﬁcant challenges.

In 2020, this raison d’être and what it means in terms of a shared

culture and vision for the future were introduced in various training

programs (see also 2.1.1.1.2) and work on the operational

implementation of the commitments pertaining to this mission will

continue in 2021.

2020 UNIVERSAL REGISTRATION DOCUMENT

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Develop our most valuable asset: people

This organization comprised 189 people at the start of 2021,

52.4% of whom were Group employees. To attract talent, Human

Resources turned the Digital Factory into an HR laboratory,

using innovative recruitment techniques (job dating, co-opting,

collaborative recruitment) and more modern integration pathways

(onboarding, assignment of sponsors, etc.). Since the creation of

the Digital Factory, four co-opting initiatives have led to hires.

Listen to employee difﬁculties and expectations

Aiming to drive employee engagement as well as possible and to

best respond to employee expectations and difﬁculties, in 2018

the Group launched an innovative approach for listening to its staff:

Supermood.

Its principle is to send four short questions each month to all

employees in France and to a number of international subsidiaries,

so as to check on “their mood” in real time, thus allowing managers

to provide appropriate, targeted and timely answers.

In 2020, this collaborative management of human resources was

adjusted in light of the health crisis; emphasis was placed on

communication and close ties, maintaining strong links between

teams and a high level of commitment.

Of these monthly questions, two deal withvarious topics (quality

of life in the workplace, management, training, work tools, fair

treatment, etc.), one is an open-ended question on these same

topics, and the last question – the only one which is the same

each month – concerns the overall level of employee commitment.

Based on agile operating methods, the Digital Factory is devoted

to projects to develop the Group’s e-commerce sites and the

digital and omnichannel customer experience, by promoting co-

building and expertise sharing. This agility enables the continuous

delivery of all necessary improvements in order to design effective,

easy-to-use digital products for regular users of the Group’s sites

and applications.

In 2020, the Group used this tool to ascertain the needs and

concerns of its employees during the health crisis. It also made

it possible to reveal employees’ future expectations in terms of

remote working.

Agile call center

This system was deployed in France in 2018, before being

extended to all international subsidiaries in 2019, and to Nature

Découvertes in 2020.

As part of the Group’s overall approach to transforming its

organization and customer relations based on collective

intelligence and collaboration, an “Agile Call Center” project was

launched in 2020 at the customer relations center in Bègles, an

internal Group site. This site, with some 70 employees, specializes

in customer service, technical assistance and remote appraisal for

Darty customers.

By late 2020, 22,744 employees (21,800 in 2019) in six countries

had thus been able to give their opinion on their working conditions

each month. From March 2021, all the teams at Nature

Découvertes will be able to do likewise.

In 2020, the response rate was between 36% and 48%, while in

December 2020, the Company’s average recommendation score⁽¹⁾

was 7.5 out of 10, up on 2019 (7/10).

This transformation project, spearheaded by the Customer

Relations Department and supported by the site’s management

team, aims to set up a self-governing “agile” organization, i.e. one

with no formal hierarchy. The objective of this new organization is

twofold: to better serve its customers, and to add value to unjustly

overlooked customer relations professions.

2.1.2.2.2 / Organizational methods to increase

innovation, attractiveness

This initiative, with no parallel in the call center ﬁeld in France,

received an award in October 2020 from the French Customer

Relations Association (AFRC) at the thirteenth edition of its

Customer Relationship Awards, “Palmes de la relation client”.

and satisfaction

“Digital Factory”

A major strategic area for the Group, digital acceleration is

continuing to transform work organization and candidate

experience at the registered ofﬁce. With the dual aim of further

removing barriers between the IT and Marketing Departments,

and attracting talent to highly competitive positions, Fnac Darty

established a Digital Factory in 2019.

A Green Network at Nature Découvertes,

to boost commitment

Since 1995, the commitment of teams at Nature Découvertes

has been shown through the grass-roots work of the “Green

Networks”. These employees – one per site, making a total of

over one hundred people – are tasked with being ambassadors

for the Company’s environmental and societal policy in respect of

their colleagues and customers, in particular the projects of the

Nature Découvertes Foundation.

(1) This score is determined via the question “How likely would you be to recommend Fnac Darty as a good company to work for?”.

64 2020 UNIVERSAL REGISTRATION DOCUMENT

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NON-FINANCIAL PERFORMANCE DECLARATION

Develop our most valuable asset: people

Their role is to bring teams closer together, to communicate, to

alert, to disseminate and perform actions in favor of sustainable

development in line with the commitments of Nature

Découvertes. These Green Networks are at once active in the

development of the local associative sphere, active in the teaching

and education of nature and the environment, and are responsible

stakeholders working on a daily basis to reduce environmental

impacts. In total, around 10% of Nature Découvertes’ employees

are thus Green Networks participants.

n raise awareness of Nature Découvertes’ commitments;

n sort waste and monitor consumption;

n disseminate awareness-raising and advocacy actions to

customers and local stakeholders: the “We want poppies”

petition, a commercial topic such as “Zero waste”, and a waste

collection campaign in their catchment area in partnership with

the Surfrider Foundation in 2019;

n support local associative projects to provide protection and

education about nature, in particular through the “Helping

Hand” committees of the Nature Découvertes Foundation

and the Rounding (see also 2.3.2.2.1);

Green Networks participants must work in pairs with their assistant

Directors to achieve about ﬁfteen objectives over the year. These

objectives, some mentored others chosen at will, help to enhance

team cohesiveness and the sharing of best practices, reﬂected in

real actions in-store.

n propose outings and birthday celebrations as well as learning

discovery workshops to find out what makes products

interesting and valuable through simulation.

Green Networks mobilize teams around environmental and societal

objectives such as:

Through these missions, Green Networks participants bring

positive energy and commitment to all Nature Découvertes’

employees.

n comply with the environmental requirements of Nature

Découvertes;

2.1.3 / GUARANTEE EMPLOYEE HEALTH AND SAFETY

Already crucial for the Group in the normal course of business,

guaranteeing the health and safety of Fnac Darty employees

became the number-one challenge for 2020, due to the health

crisis linked to Covid-19.

2.1.3.1 / Risk prevention in logistics

Safety at the heart of equipment modernization

During handling activities, repeated movements and bearing heavy

loads are at the root of musculoskeletal disorders, the leading

cause of workplace accidents in the logistics sector. Despite

the context, Fnac Darty continued to invest in modernizing its

warehouses, by putting workstation ergonomics, and more broadly

safety, at the heart of the projects launched.

From the very start of the crisis, the Group took all necessary

measures to ensure its business continuity while implementing the

most effective protective measures for its teams, customers, and

ecosystem.

Over and above the exceptional context of 2020, the Group

continued to invest in the health and safety of its employees,

particularly those most exposed to the risk ofworkplace accidents,

starting with logistics employees. At a national level, handling

activities are the cause of half of workplace accidents (source:

Health insurance).

2020 UNIVERSAL REGISTRATION DOCUMENT

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Develop our most valuable asset: people

Accordingly, modernization of the Massy warehouse continued

with the extension of a fully-automated solution for records and

DVDs, similar to that rolled out for books. This solution made it

possible to reduce handling work and to optimize workstation

ergonomics. Investment will continue in 2021 with soundprooﬁng

works.

2.1.3.2 / Prevention for delivery and installation

personnel and after-sales technicians

2.1.3.2.1 / Prevent risks related to the handling

of electrical equipment

Safety was the main criterion behind the continued renewal of

trolleys in 2020. To reduce shocks or rotations that can lead to

MSDs – particularly back problems – the Group paid particular

care when choosing these new trolleys, making comfort and safety

a priority. The new machines now have several options such as

impact detection, pedestrian detection systems, screens and

more ergonomically-designed seats. In addition, real-time ﬂeet

management solutions allow managers and the risk prevention

manager to react to each incident and analyze its causes,

potentially rethinking traffic flows. By the end of 2021, all the

Group’s warehouses will be fully equipped with these vehicles.

The installation and handling of electrical and electronic equipment

can lead to accidents in particular in relation to the outbreak of ﬁre.

In its repair workshops, Fnac Darty repairs equipment containing

lithium batteries. Some batteries may cause ﬁres to start. Indeed,

the destabilization of materials inside the battery (short circuit,

overload, etc.) may lead to thermal runaway. The risk is signiﬁcant

during use, transport, after-sales service, handling and at the end

of life. With the aim of proposing appropriate measures to reduce

the risk of exposure and the related potential consequences, the

Group launched a cross-functional project related to managing the

risk represented by batteries. Accompanied by the French Center

for Prevention and Protection, site visits were carried out in 2020

to conduct a vulnerability analysis.

More standardized risk management

For several years, a logistics risk prevention manager has

implemented preventive actions and checks on the correct

gestures and postures to adopt in the warehouse. In order to

develop a warehouse safety culture, Fnac Darty is working to

standardize this risk management, which will include regular audits

and the appointment of safety representatives on each logistics

site.

More in-depth audits in 2021 should make it possible to establish

an action plan tailored to the various risk management protocols

and processes on each site. The avenues to explore concern

buildings (e.g. isolated storage areas) and storage (e.g. appropriate

receptacles) and raising risk awareness among teams.

Making used batteries safe is the subject of an additional action

plan, in partnership with the Fnac Darty eco-organization.

Storage drums that meet safety standards for the storage and

transportation of such waste will be rolled out in Q1 2021 across all

Group sites (including Darty franchises). In-store teams, warehouse

teams and after-sales service teams have been trained in the risks

and procedures associated with these batteries.

In 2020, an assessment of the accident situation already made it

possible to implement action plans tailored to the main challenges.

These action plans cover both the overhaul of trafﬁc and aisle

safety plans, and awareness-raising actions. In-depth work was

begun with an osteopath to reﬁne the diagnosis of the impact of

certain gestures on the joints.

Several tools are also being tested to prevent accidents: roll-out

of a system to lock truck wheels during changeover, a prototype

for safe container unloading, and a test to equip pedestrians with

detectors connected to trolleys.

Risks related to the installation of large appliances

One of Darty’s ﬂagship services, the delivery and installation of

large appliances involves risks for employees and the customer

premises where employees work.

In connection with strengthening safety training courses,

monitoring of the completion or renewalof regulatory training –

such as gas and electricity certiﬁcations – was formalized, and four

training courses on road safety were made mandatory.

66 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

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Develop our most valuable asset: people

2020 Results

France

2019

Group

Scope: Fnac Darty,

excluding Nature Découvertes

2018

2020

2018

2019

2020

KPI: Frequency rate of workplace

accidents with stoppage time^(a)

KPI: Severity of accidents at work^(a)

32.03%

1.92%

32.30%

1.82%

35.30%

2.18%

25.39%

1.41%

27.48%

1.46%

30.08%

1.74%

(a) Fixed-term + open-ended contract workers, excluding Nature Découvertes, whose entry values for calculating these indicators differ from those

of Fnac Darty.

While the frequency rate of accidents with stoppage time increased

over the consolidated scope, the Fnac Logistics entity, which

includes the Group’s main warehouses, saw its rate decrease by

5%, despite the increase in activity due to the context in 2020:

it was 25.68 in 2020 compared to 27.07 in 2019. Similarly, the

accident severity rate for Fnac warehouses was down 16%: 1.51

in 2020 compared with 1.79 in 2019.

2.1.3.2.2 / An action plan in progress

for increased road safety

Aimed at protecting the health and safety of a thousand delivery

drivers and several hundred home technicians, the Group has

made road safety a priority, as seen by the signing of the Charter

of employers committed to road safety in 2018.

Following an audit by the French National Institute for Road Safety

and Research (INSERR) in 2019, Fnac Darty launched a wide-

ranging action plan covering four areas: prevention, training,

support, and enforcement. As such, several actions are currently

being rolled out: establishment of random regular ﬂeet checks,

formalized driving license checks once a month, training in road

hazard prevention and eco-driving, more widespread post-

accident interviews, and the implementation and sharing of new

performance indicators.

The frequency rate of accidents with stoppage time remains below

the national average for 2019 (33.5 – source: “Essential ﬁgures

for 2019 Health and Safety in the Workplace”, published by the

French Health Insurance body) but Fnac Darty is aware that the

increase in the frequency and severity of accidents must rapidly

inﬂuence the Company’s decisions.

A cross-functional action plan has been drawn up to strengthen

the risk management policy from 2020, including the risk of

workplace accidents related to unsafe gestures and postures,

and road safety. In this area, a list of mandatory training courses

for employees was drawn up, in collaboration with the Ethics

Committee, and a process to control and monitor the completion

of mandatory training courses is currently in construction.

The training courses planned for 2020 could not all take place,

due to the health context – speciﬁcally for eco-driving courses.

However, training courses on road hazard prevention and 20 m³

vehicle maneuverability training resumed at the beginning of

2021. In addition, e-learning modules devoted to identifying driver

distractions and post-accident interviews have been developed

and made mandatory.

Among the target populations, employees in logistics, delivery and

after-sales service are particularly concerned.

Scope: France (Fnac and Darty)

2018

2019

2020

Number of accidents caused by an employee (fully responsible) /

ﬂeet of vehicles owned by Fnac Darty^(a)

12.15

14.21

8.75

(a) Fnac Darty ﬂeet: light vehicles, utility vehicles, heavy goods vehicles and two-wheelers.

The fall in the number of accidents with full responsibility in relation

to the number of vehicles operated by Fnac Darty is largely

situational; periods of lockdown and remote working drastically

reduced vehicle trafﬁc. Because of this exceptional situation, it is

impossible to draw conclusions about the effectivenessof the initial

measures rolled out as part of the action plan.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Promote sustainable consumption and an educated choice

2.2 / Promote sustainable consumption

and an educated choice

n Help customers to make an educated choice

n Encourage repairs

n Give a second life to products

n Ensure waste collection and recycling

n Contribute to public debate around sustainability

Risks

Opportunities

n Inability to adapt to new customer expectations

n Inability to ﬁnd new growth drivers

n Strengthening of circular economy regulations

(across the entire product life cycle)

n Market growth for “responsible” products

(reliable, repairable, consuming less energy, recyclable, etc.)

n Access to new markets (second hand)

n Groundbreaking innovations

n Employee commitment, involved in a meaningful

Company project

n Monetary valuation of unsold goods and waste

(cardboard, plastics, polystyrene)

Levers put in place

by Fnac Darty

2020 Actions

KPI and indicators monitored

The development of objective n Continuous work of Labo Fnac

n KPI: percentage of products certiﬁed

as “sustainable choice” in the revenue

of eligible categories (Darty)

n KPI: percentage of products

with an environmental certiﬁcation

in the Nature Découvertes offer

n KPI: percentage of Nature Découvertes

revenue generated by products

with a positive impact

customer information

n After-Sales Service Barometer, Sustainability

Score and Sustainable Choice: highlighting

the most sustainable products

n Repairability index: Fnac Darty, a forerunner

and instigator of best practice

and sustainable curation,

at the service of eco-design

and an educated choice

n Nature Découvertes’ Innovation Division

for an ever-more responsible offer

Innovations to make repairs

simpler and more economical

for customers

n Launch of subscription repair service,

Darty Max (and Vanden Borre Life)

n Development of the WeFix repair company

and the After-Sales Service Community

n Launch of a spare parts sales site

n Creation of local jobs

n Number of persons dedicated to repairs

n Number of products repaired

n Visits to the website of the after-sales service

community

A business unit dedicated

to the second life of products

n Rapid development of the second-hand

product offer

n Number of second-hand products sold

n Number of products donated to associations

n Acceleration of donations of unsold goods

Enhanced attention

to the proper management

of end-of-life of products

n Continuation of partnerships with the social

inclusion body, “Envie”

n Reorganization of how our waste is managed n KPI: volumes of WEEE collected

n KPI: volumes of packaging

consumed/revenue

Raising awareness among

the general public

of sustainability issues

n Cooperation with public authorities

(law against waste and for the circular

economy – AGEC, sustainability index, etc.)

n Raising awareness among young people

(students, schoolchildren, etc.)

68 2020 UNIVERSAL REGISTRATION DOCUMENT

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NON-FINANCIAL PERFORMANCE DECLARATION

Promote sustainable consumptionand an educated choice

As highlighted by the surveys in France and those conducted

each year by the Group, consumers are increasingly aware and

concerned about the ethical, environmental and social issues

associated with their consumption, and accordingly are changing

the way they consume. As such, “responsible consumption” has

seen signiﬁcant growth.

before it, will act as a trend accelerator”, and in particular it will

accelerate the environmental awareness of online consumers.

In this context, the actions and commitments of companies and

brands are scrutinized more than ever. Though quality and price

remain the main drivers when choosing a brand for the purchase

of a product, the brand’s CSR actions are also considered at the

time of purchase. Thus, 62% of consumers surveyed by Fnac

Darty consider the environmental and social actions implemented

“important” when choosing a brand. As for online purchasers, 70%

say they prefer sites that promote an eco-responsible approach

(FEVAD and KPMG, October 2020).

For its “Responsible Consumption Barometer”, Fnac Darty

surveyed more than one thousand French consumers in the

ﬁrst quarter of 2020: 34% of respondents said they were very

committed to more responsible consumption, and 49% said they

had reduced their consumption. Of these respondents, 73%

cited ecology and ethics as the main reason for this reduced

consumption.

With repair and consulting in-built in its DNA, Fnac Darty meets

these expectations, asserting its positioning through its raison

d’être: “Committed to providing an educated choice and more

sustainable consumption”. In real terms, the Group shows its

commitment by actioning all the drivers of the circular economy:

While the impact of the Covid-19 crisis on consumption is still

difﬁcult to assess, KPMG and FEVAD, in the study “E-commerce

and CSR: the Green Deal” (October 2020), stated that there seems

to be a consensus on “the fact that this crisis, like many others

Guiding customers toward the most sustainable products

and encouraging suppliers to prioritize eco-design

CUSTOMER

INFORMATION

Increasing sales

of second-hand

products and

donations of unsold

goods

ECO-DESIGN

Promoting the collection,

sorting, valuation and

recycling of waste

CIRCULAR

ECONOMY

RE-USE

RECYCLE

Developing repair

services and promoting

diy repairs

REPAIR

For the Group, boosting these drivers is even more crucial since they help reduce its environmental footprint, most of which is linked to

the manufacturing phase of products, and to reduce the footprints of its customers and suppliers (see also 2.4).

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 69

NON-FINANCIAL PERFORMANCE DECLARATION

Promote sustainable consumptionand an educated choice

2.2.1 / HELP CUSTOMERS MAKE AN EDUCATED CHOICE

At a time when customers face an inﬁnite number of choices, for

2.2.1.2 / “After-Sales Service Barometer”,

several years Fnac Darty has strengthened its historic mission of

advising its customers so they can make an educated choice. This

raison d’être, reasserted in 2020, is based on strong evidence from

the history of the two brands.

“Sustainability Score” and

“Sustainable Choice”: product

sustainability highlighted, to enable

an educated choice

As a retailer, the Group is convinced that information is a

powerful driver to help advance the market and thus reduce

the environmental impact of its business model and that of its

customers. In fact, providing reliable and transparent information,

not only on a product’s performance, but on its repairability

and reliability, helps customers to make educated choices, and

encourages manufacturers to design moresustainable, higher-

quality products.

While the technical features of domestic appliances and multimedia

equipment tend to be similar, there are some often overlooked

criteria that vary greatly from one brand to the next: the reliability

and repairability of a product.

As the leader in after-sales service in France, the Group has a

unique database based on these twocriteria and over the past

three years, it has developed innovative tools to make this data

public and relevant, and to highlight the most sustainable brands.

2.2.1.1 / Helping people to make the best

choice is the historic mission

of the Labo Fnac

This information meets a real customer need. As a retailer,

Fnac Darty is convinced that it can act on this driver to guide

them towards more sustainable products and thus encourage

manufacturers to design more reliable, repairable products.

Defending consumers by giving them as much information as

possible so they can make an educated purchase is in Labo Fnac’s

DNA. A unique concept, the Labo has accompanied the banner’s

customers in their purchases since 1972. Every year, its experts,

equipped with a range of sophisticated measuring systems,

test the technical performance of hundreds of new electronic

products. The Lab’s objective scientiﬁc methods are recognized

by well-known brands that regularly send their prototypes to it for

evaluation.

The After-Sales Service barometer

Objectives

n Provide sustainability information for 100% of products⁽¹⁾

in 2022.

n Increase the “sustainability score” ⁽²⁾to 135 by 2025

(compared to 88 in 2017 and 100 in 2019).

The test results are published each month on fnac.com, and, since

December 2016, on labofnac.com, an independent site dedicated

to information, that publishes the laboratory’s tests along with

editorial comments, all with the aim of helping consumers to make

the best choice.

In October 2020, on the Fnac Labo site (labo.fnac.com/barometre-

sav/), Fnac Darty unveiled its third “After-Sales Service Barometer”,

the annual study on the reliability and life span of domestic

appliances and multimedia equipment, by brand. Conducted

in partnership with Harris Interactive and Ademe (French

environmental and energy management agency) to guarantee the

reliability and objectivity of its results, the study was extended to

63 categories of household and technical products (compared with

15 in 2019), and was based on analysis of over 620,000 repair

interventions and a survey of some 65,000 Darty customers.

There is no equivalent to the Labo Fnac at any other retailer:

its culture of independence sets it apart from competitors due

to the credibility of its recommendations, and this enables it to

develop an unrivaled relationship of trust with consumers. Since

2018, Labo Fnac has been actively involved in the construction of

the repairability index initially launched on PCs and extended to

smartphones in 2019 (see also 2.2.1.3).

The third barometer highlighted the increasing reliability and

longer life span of major domestic appliances on the whole. It

also underlines the effort made by brands to offer spare parts

for longer. For the first time, the Group cross-referenced the

Barometer’s historical data (reliability) with the availability of spare

parts (repairability). This aggregation created a “sustainability

score”.

In 2020, 733 tests were conducted on 380 products to compare

them based on performance criteria that are not always easy to

assess at the point of sale. To give more visibility to the Labo’s

technical ﬁles and appraisals, links with the Fnac e-commerce

site have been strengthened. Lastly, to help enhance the expertise

of Fnac salespeople, the Fnac Labo now presents its work to in-

store teams.

(1) Categories and products eligible for a sustainability score (electronic products and household appliances, mobility).

(2) Sustainability score for eligible products (base 100 in 2019) weighted by their respective revenues.

70 2020 UNIVERSAL REGISTRATION DOCUMENT

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Promote sustainable consumptionand an educated choice

Sustainability score

As a result of this assessment work on product repairability and

reliability, the Group retroactively calculated appliance sustainability

scores since the launch of its After-Sales Service Barometer,

determining an average of these scores at 100 in 2019. With this

base year, it is now possible to track the performance of domestic

appliances and consumer electronics in 63 categories from one

year to the next. Weighted in conjunction with the volumes sold

by Darty in France, these scores were used to calculate an overall

sustainability score.

2019

2020

Sustainability score (consolidation)

100

105

In shifting from 100 to 105 (all categories combined), this

sustainability score shows that, overall, products sold by Darty

are increasingly sustainable: the result of actions taken by brands

to extend the availability of spare parts and to enhance thedesign

of their products, and thanks to highlighting the most reliable,

repairable products in store via the Sustainable Choice label (see

below).

“Sustainable Choice” by Darty

The lessons learned thanks to the After-Sales Service Barometer

help to highlight those brands that make the biggest effort to

produce reliable, repairable appliances.

To help customers choose sustainable products, in 2019 Fnac

Darty adopted a clear, objective label: “Sustainable Choice” by

Darty. The criteria used to design this label and select the products

are: breakdown rates noted by Darty’s after-sales service, and the

commitment of the brands to provide spare parts. Since 2020, it

has relied in full on the results of the sustainability score.

To make the data easier to read, Fnac Darty has designed a new

dynamic computer graphics, available on the Labo Fnac website

(labo.fnac.com/barometre-sav/), which displays the scores of

the “universes” (cooking, washing, ﬂooring, etc.), then those of

the product categories in each universe (front-loading washing

machine, top-loading washing machine, washer-drier). For each

universe and subsequently for each category, three indicators are

given: an average reliability score, an average repairability score,

and an average spare parts availability time.

The selection is reviewed every three months so as to incorporate

new products. In October 2021, 152 products (83 large appliances

and 69 small appliances) were highlighted in stores and on the

Darty e-commerce site, under the “Sustainable Choice” label.

2020 Results

Finally, upon entering a category, consumers can access the brand

ranking, with details of their rating and information on the number

of renewals after a breakdown, the number of appliances recycled,

the number of operations undertaken without spare parts, and the

repair rate.

Following the launch of the Sustainable Choice label, major brands

including Miele, Samsung, Beko, LG, Magimix, and Electrolux

extended the availability of their spare parts, sometimes over

four additional years. As such, Sustainable Choice contributes in

practical terms to extending product life spans, not just for Group

customers, but for the entire French market.

The interest shown by Darty’s customers in these reliability and

repairability criteria, and their conﬁdence in the label’s objectivity, as

seen by the increase in sales of products carrying the “Sustainable

Choice” label.

At the end of 2020, Sustainable Choice products accounted for

9% of sales in the product categories eligible for this ranking.

Scope: Darty France

2020

KPI: Share of revenue of Sustainable Choice products in the consolidated revenue

of eligible categories in 2020^(a)(Darty)

(a) Large and small appliances (excluding accessories).

2020 UNIVERSAL REGISTRATION DOCUMENT

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However, the Company is acting to make its offer more responsible,

aware of the environmental impactrelated to the manufacture of

these products. Created in July 2020 and integrated in Nature

Découvertes’ head ofﬁce, the Sustainable Innovation Division

echoes the Company’s continuous improvement approach in

terms of its product offer.

2.2.1.3 / The repairability index: Fnac Darty,

a forward-thinking player

At a time when brands are being held accountable for their role

in the planned obsolescence of their products, Fnac Darty took

the opposing view on these practices by providing information on

product repairability, more than two years before the AGEC Law

was implemented.

More sustainable materials, product repairability, improved

packaging, optimized transport, and actions to improvethe circular

nature of products are just some of the projects tackled by this

team, helping to promote more responsible consumption patterns.

The team focuses on three objectives:

The methodology developed by the Fnac Labo in 2018 in fact

largely inspired the new repairability index usedon manufacturers⁽¹⁾

since the beginning of 2021 (see also 2.2.5.1). In addition, for

two years the Group participated in the work of several working

groups set up by the French Ministry of Solidarity and Ecological

Transition and itself led the working group for laptops. This work

brought together various associations, such as HOP (Stop Planned

Obsolescence), Friends of the Earth, consumer associations,

federations of manufacturers, manufacturers, and players in the

repair industry.

n working towards an even more sustainable product offering;

n limit the environmental impact of the product offer, from design

to marketing;

n promote a circular economy.

More specifically, a list of stringent criteria was drafted for all

products. They allow enhanced knowledge of the materials used,

and potential alternatives if these are better.

The majority of the criteria created by the Labo Fnac index were

selected: the four criteria used by Labo Fnac were split into

five categories: availability of documentation, dismantling and

accessibility, the length of time for which spare parts are available,

the price of spare parts, and one speciﬁc criterion per product

category. The open source concept and software restoration,

assessed in the Fnac Darty repairability index, were not selected

as criteria by the public authorities.

The purchasing criteria used are common to all product families.

These 25 criteria mean that an assessment can be drafted at the

end of each season, and the next collection can be examined

critically so the product offer can be directed towards more

sustainable and environmentally friendly products, in line with the

DNA of Nature Découvertes. In 2020, more than 1,228 new

product references were analyzed.

To help establish the barometers, for example as regards ease of

product dismantling, the Labo Fnac Darty teams stripped down

washing machines and televisions in-house. Staff from WeFix and

the Group’s after-sales service were also mobilized to dismantle

and then reassemble computers and smartphones, as well as to

check the referencing of spare parts.

In terms of the Nature Découvertes product offer, particular

attention is therefore paid to more sustainable alternatives. For

instance:

n solar-powered nomadic equipment;

The repairability index contained within the AGEC Law, for which

the decree of application was published in December 2020, is

established by manufacturers, monitored by the French Directorate

of Competition, Consumer Affairs and Prevention of Fraud

(DGCCRF), and displayed by the retailer. Alongside the consumer,

Labo Fnac aims to play a role in providing consumers with up-to-

date information by monitoring a number of indexes.

n the provision of spare parts to extend the product’s life span;

n recycled materials, e.g. recycled PET textile used to

manufacture the “On the road” luggage collection, as well as

for the plaids;

n anti-waste solutions, such as Ecojoko, a connected solution

that helps everyone reduce their electricity consumption in an

effective and fun way;

2.2.1.4 / Nature Découvertes: stringent

criteria for even more responsible

purchases

n a means to act, such as the partnership with EcoTree, which

offers a card allowing them to become the owner of a tree in

Mayenne.

Nature is the main source of inspiration for Nature Découvertes’

teams when selecting and designing products in line with the areas

favored by the brand: travel, well-being, ﬂavors, children’s games

and toys, books, and so on.

(1) Applicable since January 1 on smartphones, TVs, washing machines, laptops and electric lawnmowers.

72 2020 UNIVERSAL REGISTRATION DOCUMENT

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NON-FINANCIAL PERFORMANCE DECLARATION

Promote sustainable consumptionand an educated choice

n to strengthen continuous improvement initiatives in terms of:

2020 Results

Screening of the two 2020 collections allowed:

certiﬁed textiles (organic, Oekotex, recycled),

vegetable wax candles (not containing palm oil),

organic cosmetics,

n to continue more in-depth product referencing in major areas

such as:

for minerals: only reference uncolored, non-reconstituted

stones, authenticated by gemology certificates, thus

improving their traceability,

no endocrine disruptors in our cosmetics.

for seeds, plants and wood products: implementation

of species and origin monitoring to ensure that none are

threatened or invasive;

Scope: Nature Découvertes

2020

KPI: Share of products with an environmental certiﬁcation^(a)in the Nature Découvertes offer

KPI: Share of revenue of Nature Découvertes generated by products with a positive impact^(b)

11%

76.4%

(a) Organic agriculture, FSC Wood, Bio Cosmos Cosmetics, Bio Ecocert Cosmetics, Eco Ecocert Cosmetics, Natural Cosmos Cosmetics,

Organic Cotton, Max Avelaard, Oekotex 100.

(b) Products promoting environmental education, crafts, renewable energies, health and wellbeing, education and teaching.

2.2.2 / ENCOURAGE REPAIRS

The manufacturing phase of a product represents up to 80% of the

CO₂emitted by that product throughout its life cycle⁽¹⁾. Extending

the lifespan of products by encouraging their repair rather than

their replacement is Fnac Darty’s strongest driver in reducing the

environmental impact of its business. (see also 2.4).

+370,000 products repaired by remote Customer

Relationship Centers,

+250,000 smartphones repaired by WeFix.

Fnac Darty is the leading repair brand in France. For over twenty

years, it has offered repair services as part of the guarantees or

billed when the device is no longer covered by guarantee, across

all devices, purchased from Fnac Darty or elsewhere.

Objective

n 2.5 million products repaired⁽²⁾in France in 2025.

More than 3,000 employees are dedicated to this activity in

remote customer relations centers, at in-store after-sales service

counters, at home, in workshops or in WeFix corners, including

2,500 technicians.

In addition, repair also has the positive knock-on effect of creating

non-relocatable jobs and offering consumers more economical

alternatives.

Key ﬁgures (France):

In order to be able to offer optimum service quality over the entire

product line, repair agreements are signed with each brand to

allow the Group to obtain any necessary spare parts more quickly

than the times indicated by suppliers.

n More than 3,000 employees dedicated to after-sales service;

n Five repair centers;

n over 1,700,000 products repaired or solutions found:

To reduce the need for home visits and to speed up

troubleshooting, video-assistance was on the up in 2020;

call center technicians carried out 130,000 video-assistance

interventions (compared with 20,000 in 2019) and, in total, more

than 700,000 repairs.

+490,000 home repair products,

+460,000 products repaired in the workshop,

+140,000 products repaired in store,

(1) Source: Ademe.

(2) Repairs in after-sales service workshops and at home, in-store and call center, WeFix repairs.

2020 UNIVERSAL REGISTRATION DOCUMENT

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Promote sustainable consumptionand an educated choice

The arrival of WeFix within the Group helped to speed up the

banner’s development: in 2020, 22 new repair corners were

opened, bringing their total number in France and Belgium to

118. The opening of these new corners also created jobs:in total,

230 people were recruited and 188 people were trained as repair

technicians.

2.2.2.1 / Darty Max, making repairs easier

One of the lessons learned from the After-Sales Service Barometer

(see 2.2.1.2) is that the price of repairs (of labor and spare parts)

is a major obstacle. With this in mind, in October 2019 the

Group launched a new service in France: Darty Max, a repair and

assistance subscription service for all customers’ large appliances,

covering those they already possess and those purchased after

taking out a subscription, at Darty or elsewhere.

While about three-quarters of a smartphone’s environmental

impact are linked to its manufacture ⁽¹⁾, extending the life span

of these electronic products plays a major part in reducing this

impact. As a result, thanks to the corner repairs carried out and

phones reconditioned, 30 tons of electronic waste was averted.

This subscription includes:

n regardless of the product age or banner purchased:

troubleshooting by phone, maintenance and use advice, home

visit and diagnosis;

The X-Force solution, the banner’s ﬂagship offer, provides tailor-

made protection for consumer electronics, and helps to extend the

life span of these fragile devices by protecting their screens with a

self-curing ﬁlm. In 2020,180,000 X-Force protections were installed

and a new variant was created: X-Force Antibacterial, whose ﬁlm

is treated to destroy 99% of the most common surface bacteria⁽²⁾.

This was elected product of the year 2021⁽³⁾.

n 100% of the repair price is covered for at least seven years after

product purchase, and for the full period of availability of the

parts given on the Darty invoice (even after this period, home

visit and diagnosis are included in the subscription price); and

n reimbursement via gift card of the purchase value for Darty

products if they cannot be repaired during this repair period.

2.2.2.3 / The after-sales service community,

to encourage a DIY approach

Darty MAX is thus seen as a “one-stop shop”, where customers

can ﬁnd breakdown solutions for all their large appliances, whether

or not purchased at Darty.

To promote DIY repairs, the Group accompanies consumers by

providing usage and maintenance advice through the “after-sales

service community”, a collaborative site launched in 2018.

In Belgium, a similar subscription-based

repair service

This collaborative workspace allows internet users and Fnac Darty

technicians to share their experience andknowledge to extend

product life spans. It bills itself as a “Wikipedia for Repairs”. Its

content is checked by a dedicated team of after-sales service

experts, who certify the best solutions so they are visible and

accessible to the greatest number of people, who can then use

them with complete conﬁdence.

In 2020, a similar service was unveiled at Vanden Borre, the

Group’s Belgian subsidiary: the Vanden Borre Life contract, which

covers all major domestic appliances – except hoods – less than

seven years old, purchased at Vanden Borre or elsewhere. By

expanding its after-sales service, the brand allows Belgian

customers to extend the life span of their products, freeing them

from the uncertainty of the price of a repair.

On this everyday tool intended to extend the life span of its

products, the Group will gradually publish the technical knowledge

base that the Darty after-sales service has been building for over

twenty years.

2.2.2.2 / WeFix, to extend smartphone

life span

In 2020, some 7.4 million online users visited the sav.darty.com

Community to ﬁnd repair solutions:

The Group greatly strengthened its repair activity with the

acquisition of WeFix in late 2018. Founded in 2012, the

Company offers a quick repair service (20 minutes on average)

for the main smartphone models. In this way, WeFix carries out

over 20,000 repairs per month, which are guaranteed for one

year, thanks in particular to the use of original or compatible

components. In addition to repairs, the experts at WeFix conduct

workshop tests and then market some 5,000 reconditioned

phones every month.

n 750 maintenance and repair tutorials were available, drawn

from the technical knowledge base constituted by the Group

over more than 20 years;

n product manuals;

n feedback from customers using the same product;

(1) Source: Ademe.

(2) Test conducted according to the ISO 22196: 2011 standard by the SGS independent laboratory.

(3) Study and test conducted on X-Force Antibacterial by Nielsen/treetz with a total of more than 15,000 consumers in France, end of 2020 –

poyfrance.com.

74 2020 UNIVERSAL REGISTRATION DOCUMENT

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Promote sustainable consumptionand an educated choice

n 44,700 questions and 206,000 answers pertaining to a product

In 2020, Darty announced a major recruitment campaign to

integrate and train 500 repair technicians: permanent positions,

throughout France, often without qualiﬁcation requirements.

or product family, which can be consulted indeﬁnitely;

n assistance from 8 Darty experts, for the technical validation of

answers provided by the community.

In the absence of a specialized repair curriculum, Fnac Darty trains

new technicians in-house every year, developing a speciﬁc training

program in 2019 for professions in which experts are harder to

ﬁnd: the Tech’ Academy. In partnership with two apprentice training

centers, the Group opened seven new apprentice classes in 2020

(in addition to the four opened in 2019), for a total of 87 people,

including 19 employees who were retraining.

Thanks to the After-Sales Service Community, visitors looking for

a solution can themselves identify the diagnosis for a breakdown.

Next, depending on their needs, they can purchase a spare part

(see below) or else a maintenance product. If the breakdown is not

ﬁxed, they can call upon technical expertise, by subscribing to a

Darty service, by calling on after-sales assistance, or by going to

the nearest Darty after-sales counter.

In Belgium, to support the new equivalent service, Vanden Borre

Life, the Fnac Darty subsidiary plans to recruit 50 technicians to

strengthen its team, which already includes 80 repair specialists.

Since November 2020, Darty has communicated with its in-store

customers to make the after-sales service community more visible,

enabling customers to anticipate problems related to the start-up,

use and maintenance of a product as soon as it is purchased.

For its part, WeFix trains around thirty repair technicians in-house

each month, through paid training courses within the framework

of a professional contract. After six months and having acquired

all the necessary skills, the trained employees receive a certiﬁcate

approved by the AFPA (the French National Agency for Vocational

Training of Adults).

A site dedicated to the sale of spare parts

In order to facilitate DIY repairs, the Group launched a site

dedicated to the sale of spare parts in 2020. At pieces-detachees.

darty.com, consumers can access more than 8 million product

references, with 94% availability of spare parts and delivery

throughout France.

In addition, historically the Group has played its part to help the

reintegration of the long-term unemployed: since 1984, Darty

has been a partner of the “Envie” network (New Enterprise for

Economic Reintegration). One-third of the large appliances

collected from Darty customers are entrusted to them: Envie sorts,

cleans, repairs and reconditions them, and resells them used in

its network of stores, thus helping in the reintegration of dozens

of people each year.

2.2.2.4 / Repairs create jobs

Developing the repair business also allows the Group to support

employment integration and local jobs. By strengthening its repair

services, in particular the Darty Max repair subscription service,

Fnac Darty is anticipating future needs for qualiﬁed technicians.

2.2.3 / GIVE A SECOND LIFE TO PRODUCTS

High customer expectations and the obligation contained in

the anti-waste law for a circular economy (AGEC) make the

management of unsold and obsolete products a major challenge

for the Group.

n donations to associations.

For Fnac Darty, the “second life” of its products balances out its

primary activity as a retailer. A major commitment for Fnac Darty,

The Second Life offer helps in the shift to longer-lasting products.

In order to ﬁnd sustainable solutions for customer returns, unsold

products and those with damaged packaging, and to highlight

such products, the Group created a service dedicated to the

“Second Life” in 2018.

Objective

n Integrate 100% of “non-saleable” new products⁽¹⁾into a second

life sector by 2025.

This activity, which has seen an uptick in growth, is developing

several recovery channels:

With a unique positioning in the Second Life market, Fnac Darty is

committed to “cleaning” its internal ﬂows without throwing away

or stockpiling, while offering its customers an alternative to new

products, with upholding the standards of quality, trust and service

for which its brands are known.

n resale of second-hand products;

n resale of out-of-service products to discounters;

(1) Damaged, faded, or repaired products, customer returns, products from suppliers/partners who may need to rely on the Second Life channel,

customer products from trade-in which are then reconditioned.

2020 UNIVERSAL REGISTRATION DOCUMENT

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Promote sustainable consumptionand an educated choice

At Fnac Darty, Second Life was not designed as an economic

model based on volumes, which would lead to the massive

sourcing of products from the Asian and American markets.

2.2.3.2 / Donations to operators in the social

and solidarity economy

Thanks to donations, Fnac Darty also strives to give a second

life to its unsold products. The “second life” service pushed the

development of this activity with more than 216,000 products from

Its catalogue donated to associations in 2020 (+55 on 2019).

2020 saw an acceleration in activity and marked the desire to

create a sustainable, responsible Second Life product and service

offer. Spread across ﬁve sites in France, nearly 30 people are

now dedicated to this activity. Fnac Darty and its subsidiaries are

continuing to explore other channels to reuse their unsold stock.

Alongside long-standing partner associations such as Emmaüs

France, Bibliothèques sans Frontières, Envie and Secours

Populaire, Fnac Darty extended its commitment to new associative

players such as the Agence du don en nature, the Fondation des

Hôpitaux de Paris – Hôpitaux de France, Samu Social, Dons

Solidaires, Clocliclown, etc.

2.2.3.1 / Resale of second-hand products

The resale of second-hand products on our fnac.com and

darty.com websites concerns products in very good condition, that

are exclusively from internal sourcing (no purchases of products

abroad or from discount stores):

In parallel, the Group has continued its historical social inclusion

actions, each of which, in its own way, also contributes to giving

a second life to products: the “Braderie solidaire” sidewalk sale in

Dijon, the large-scale collection of books for Bibliothèques sans

Frontières, (see 2.3.2.2.3), and the partnership with Envie.

n products from warehouses with damaged packaging;

n products tested by Labo Fnac;

Having ﬁrst partnered up with Envie in 1984, Darty is now the

leading supplier of large broken-down domestic appliances for

this company in the social and solidarity economy. While working

to promote professional integration through repairs, Envie gave a

second life to more than 326,000 appliances in 2020. More than

35% of the tonnage of electrical and electronic waste collected by

Fnac and Darty France were reused in this way.

n products returned by customers within the 14-day cancellation

period after making a purchase online; and

n returns replaced with a new product under warranty.

The products are sorted, and the best are offered for sale with,

as with the purchase of new products, a cooling-off period of

14 days. They are guaranteed for 6 months.

In 2020, volumes resold under our Fnac 2^ndLife and Darty

Occasion brands (nearly 60,000 products) increased by 40%.

2.2.3.3 / A partnership to reduce food waste

at Nature Découvertes

Other products are sold on to retailers that must sign a

responsibility charter committing them, inter alia, to product

traceability and data erasure within the framework of the GDPR.

In 2020, more than 132,000 products were sold in this way.

Since 2019, Nature Découvertes has partnered up with Too

Good To Go, a mobile app dedicated to the sale of unsold items

at low prices.

Since the beginning of this partnership, more than 12,000 baskets

have been saved, representing more than 27,000 kg of CO₂

avoided, and more than 11,000 kg of food saved.

Nature Découvertes is also one of the companies that signed the

Consumption Date Pact, bringing together ten key commitments

to combat food waste.

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NON-FINANCIAL PERFORMANCE DECLARATION

Promote sustainable consumptionand an educated choice

2.2.4 / ENSURE WASTE COLLECTION AND RECYCLING

Fnac Darty’s logistics activity, and its obligations in terms of waste

collection in stores or upon delivery, generates large quantities of

waste:

delivery personnel during home delivery of bulky equipment. The

delivery personnel then take these items to the non-proﬁt eco-

organization Ecosystem. This organization is an approved WEEE

recycler and undertakes to extract any dangerous substances

and recycle appliances in the form of secondary raw materials

or backﬁll.

n packaging waste (cardboard boxes, plastic sheeting,

polystyrene);

n waste electrical and electronic equipment, batteries and other

For small equipment, whether or not it was purchased from one

of the two banners, the customer is able to deposit items in the

collection terminals in all stores so that they are also recycled by

Ecosystem.

small consumables (cartridges, light bulbs, etc.).

2.2.4.1 / Fnac Darty, the leading WEEE

collector in France

In France, the volume of equipment collected and handed over

to this eco-organization by Fnac Darty (including franchises)

amounted to 44,898 metric tons in 2020. This volume of recycled

equipment makes the Group the principal retail contributor to

Ecosystem.

Aware of the signiﬁcant impact of waste electrical and electronic

equipment (WEEE), the Group has historically been committed to

recovering its customers’ old appliances. For more than ten years,

customers have been able to return one or more appliances to

Group

France

2018

2019

2020

2018

2019

2020

Scope: Group (including franchises)

KPI: Volumes of WEEE collected

(in tons)

45,188

46,373

44,898

49,961

51,489

49,943

The drop in WEEE collections is situational, explained by the

closure of stores during lockdown and the equipping of households

for remote working or home-schooling. These purchases covered

ﬁrst-time purchases rather than replacements, leading to a drop

in the number of appliances removed on delivery.

To actively participate in the recycling of industrial batteries (for

Fnac Darty, this covers batteries for electrically-assisted bikes,

electric scooters, and other urban transportation devices), the

Group also committed to the voluntary recycling program for such

batteries, set up by eco-organization Corepile at the request of

“Union Sport et Cycles”. This commitment will take the form of

a ﬁnancial contribution, from 2021, for each battery brought to

market by Fnac Darty.

Other hazardous waste

The Group also collects other waste for approved recycling

organizations (batteries, bulbs and fluorescent lights, and ink

cartridges). This waste comes from the Company’s consumption

and from customers, who can place their waste in the collection

bins available in all France stores.

2.2.4.2 / Optimized management

of packaging waste

Fnac Darty’s logistics operations mainly produce packaging waste:

pallets of products in protective plastic wrap and cardboard boxes

from packages delivered to customers’ homes or stores as part of

the clickcollect framework.

As a result, in France more than 85,000 ink cartridges were

handed to Ateliers du Bocage, part of the Emmaüs network, which

uses recycling as a means of employment integration. Over 8 tons

of ink cartridges have been able to be re-used across Fnac Darty

as a whole.

Fnac Darty is putting in place two key strategies to limit packaging

and the waste it generates: optimization and recycling of

packaging.

In 2020, more than 34 metric tons of batteries and portable

accumulators were also collected at Fnac Darty’s various sites

and sent to recycling organizations.

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Promote sustainable consumptionand an educated choice

Since 2018, Fnac Darty logistics sites have possessed a fully

automated solution that allowed them to reduce to a minimum the

amount of cardboard used through the custom sizing of packages.

2.2.4.2.1 / Optimization of packaging

In addition to improving the customer experience, packaging

optimization aims to reduce the amount of cardboard and surface

area used in warehouses and stores, as well as transport costs.

This automated system means the amount of cardboard used can

be reduced, with savings in terms of ﬂoor space and the same

amount of volume in trucks.

2020 Results

Group scope (excluding Nature Découvertes)

2018

2019

2020

Volume of cardboard consumed (in metric tons)

3,699

519

552

3,917

533

351

5,360

717

398

KPI: Volume of cardboard consumed/Group revenue (kg/€m)

Volume of plastic consumed (in metric tons)

KPI: Volume of plastic consumed/Group revenue (kg/€m)

Packaging purchases rose sharply in 2020 due to the increase in

parcel shipments. Plastic purchases increased at a slower pace

because they are more closely linked to store-directed logistics,

and efforts were made to eliminate plastic blocking and filling

material within the Darty scope.

Roll-out of a new organization

for waste management

Aware of the impact of the waste generated by its activity, the Fnac

Darty Group has always sought to improve its performance in this

regard, and anticipated regulatory changes.

In France, up to now, the collection and sorting of packaging

waste varied from one banner to the other, and often from one

store to another, depending on the regional requirements for waste

management and the areas where sites are located.

2.2.4.2.2 / Collection and recycling of packaging

An exclusive Fnac Darty waste processing center

in the Paris Region

The Group requested the assistance of the HSE Optimisation ﬁrm

regarding a mission to optimize all the waste produced by the

Group in France, 90% of which consists of recoverable materials.

Founded in 1994 by Darty, the Mitry-Mory waste processing

center is a key component of the waste-management policy of the

Paris Region. Located close to a warehouse and logistics center

handling deliveries to customers in and around Paris, the Mitry-

Mory processing center consolidates waste for the region.

There are several desired objectives:

n to ensure that sites comply with statutory requirements (the

French law on energy transition for green growth and the so-

called “5 ﬂux” (“5 ﬂows”) decree, the Environmental Code and

the Order on the obligation to keep an outgoing waste register);

This means the Group uses delivery vehicles to take the waste

produced by the Darty stores in the Paris Region to the site. In

this way, the Group optimizes the cost and impact of its transport

operations by avoiding empty runs. Fnac Darty employees then

sort through this waste and recycle any materials that they can,

particularly shipping cartons, plastic, polystyrene, and electric

equipment and electronic waste from returns and in-store

collections.

n to reduce the proportion of non-recoverable waste by improving

the separation of materials;

n to reduce the number of collections by solidifying waste,

through investment in compaction equipment;

In order to maximize resale value in recycling loops, the processing

center has equipment designed to solidify non-compressible

volumes, and compact some waste (cardboard, non-hazardous

waste, etc.) or produce expanded polystyrene (EPS).

n to standardize the process for requesting collections and

improve the reliability of monitoring the buyback of recoverable

materials; and

n to put in place common performance indicators.

For the Group, this involves active participation in the recovery of

waste while reducing the costs associated with transporting and

processing this waste.

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Promote sustainable consumptionand an educated choice

Project implementation involved the setting-up of material sorting

equipment and processes to reduce the number of collections.

Some sites were fitted with devices to pack materials more

tightly in order to reduce the number of journeys, and to package

the materials in a way that allows them to be sold to recycling

channels.

As the new processes were rolled out in the last quarter of 2020,

it is too early to accurately assess the optimizations implemented.

The implementation of monitoring software will give central teams

a real-time overview of volumes recovered, thus ensuring that the

Group’s objectives are met. The performance indicators will be

monitored and analyzed after six months of activity.

Initial results of the actions implemented

n the recovery rate increased by 15 points in the last few months

of 2020;

n for sites that have set up materials adapted to cardboard and

polystyrene: reduction in the number of collections by 80%.

2.2.5 / CONTRIBUTE TO PUBLIC DEBATE AROUND SUSTAINABILITY

Fnac Darty freely shares its data and knowledge generated by its

activities with institutions, NGOs and brands, and contributes to

parliamentary debates, in order to advance the public debate and

encourage concrete measures to promote extending the life span

of products and more responsible patterns of consumption.

Following the enactment of the law, the Group pursued its

commitment to the Administration, by helping to draft the

implementing legislation of the AGEC Law. At the head of the

sub-working group on the application of the repairability index

to computers, Fnac Darty thus helped to draft “computing

grids” under the aegis of the French General Commission for

Sustainable Development (CGDD). The Group responded to all

the consultations conducted, sharing its technical and practical

observations. This was for instance the case for the draft decrees

and orders of the French Directorate of Competition, Consumer

Affairs and Prevention of Fraud (DGCCRF) aimed at deﬁning the

term “repackaged”.

2.2.5.1 / Cooperative works with public

authorities and associations

around sustainability issues

Fnac Darty actively contributed to the parliamentary debates

during the review of the Anti-Waste Law for a Circular Economy

(AGEC): the Group took part in the examinations and round table

discussions organized, and requested meetings with the members

of government and parliamentarians involved so as to provide an

operational insight into issues pertaining to the circular economy,

and to provide technical expertise to political decision-makers.

Fnac Darty also supported the behavioral science study, carried

out by the Inter-ministerial Directorate of Public Transformation

(DITP), to test the repairability index.

Finally, the Group continues to contribute to discussions on the

operational implementation of the repair fund, alongside the

Administration and eco-organizations.

Prior to the bill being presented, the Group opened the doors of

Labo Fnac to present its work method on the repairability index

(see also 2.2.1.3).

In 2020, as has been the case for several years, Fnac Darty

continued to share its knowledge and data within various groups

and bodies:

During the parliamentary debates, visits to the repair workshop

in Bezons were proposed to the authorities. Along with NGOs

in particular, the Group advocated the creation of a repairs fund.

Adopting a constructive approach, Fnac Darty also alerted

legislators to the social, environmental and economic risks

of certain measures, such as extending the legal guarantee of

compliance. At the same time, satisfactory compromise solutions

acceptable to all stakeholders were put forward proactively: this

included an amendment by the rapporteur of the bill to the National

Assembly, aiming to prioritize repair over replacement.

n continuing the work undertaken with the public authorities to

set up the repairability index, FnacDarty is a member of the

monitoring committee for the preﬁguration study in progress,

on behalf of the French Environment and Energy Management

Agency (Ademe), on the establishment of the next sustainability

index, scheduled for 2024. The Group provides its expertise

and in-depth knowledge of products and their sustainability

for this work;

n Fnac Darty spoke at the third Assises de l’économie circulaire

(Foundations of the circular economy) organized by Ademe, to

illustrate how distributors can play a part in the economic and

ecological transition, over two workshops. This event, which

was fully digital, was attended by more than 5,000 participants;

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Promote sustainable consumptionand an educated choice

n alongside committed companies such as Leroy Merlin and

Michelin, Fnac Darty is an active member of the French

Sustainability Club. Established and run by the “No to

Planned Obsolescence” association (Halte à l’obsolescence

programmée), this network of companies aims specifically

to develop and share expertise in terms of sustainability, to

make a genuine contribution to more responsible commerce.

In November 2020, Fnac Darty supported and took part in the

Sustainability Summit organized by HOP in collaboration with

the “Circular Economy” Chair, ESCP Deloitte;

2.2.5.3 / Nature Découvertes promotes

knowledge and experience

of nature’s riches

Nature Découvertes raises awareness and mobilizes its

community via several means of communication: newsletters,

social networks, conferences are all used to highlight environmental

and societal actions.

In 2020 for the third year running, the brand held a Fair Friday

(as opposed to Black Friday), aimed at turning the spotlight on

other “reductions”: those of biodiversity, particularly the drastic

reduction in the number of wild trees. 13,000 educational booklets

were included in orders to raise awareness of tree conservation

among the very young. The Nature Découvertes Foundation has

pledged to double the amount collected through rounding-up the

till box during the week of Fair Friday, to ﬁnance a program of wild

tree planting and conservation. More than 140 people attended

the live conference to learn all about the tree and its central role in

climate and biodiversity issues.

n under the aegis of Ademe, Fnac Darty contributed to the

prospective study on artificial intelligence at the service of

repairs. This study ⁽¹⁾, published in November 2020, aims to

explore the contributions (current and especially future) of AI to

the sustainability and repairability of home equipment.

2.2.5.2 / Raise awareness among young

people and the general public

Thanks to its deep commitment to extending the life span of

products, the Group continues to make sustainability a focal

point of Darty’s communication with the general public. In 2019,

Darty’s famous “Contract of Trust” slogan was revamped to form

the triptych “Price, Advice, Service”, to which Darty added the

commitment of Sustainability. In 2020, the brand was particularly

active on its e-commerce site (highlighting products with the

“Sustainable Choice” label and second-hand products) and on

social networks: by reaching out to all French people via targeted

communication on repairs and reliability, Fnac Darty intends to help

raise public awareness of sustainability issues.

The 2020 conference program also featured well-known people

committed to the environment, and several newsletters highlighted

actions such as the “Popular Initiative Referendum” fronted by

Hugo Clément, or the Citizen’s Convention for the Climate.

In Nature Découvertes’ stores, customers were invited to sign

the “We Want Poppies” petition in early 2020 – 8,409 signatures

were collected in store.

Finally, the program of children’s birthday parties and nature

outings for all ages continued, imbued with Nature Découvertes’

desire to make all its customers aware of the importance of

conserving natural ecosystems.

For the Group, the aim is to highlight how this historic commitment

helps the consumer to make an environmental contribution while

also saving money.

This commitment is also shared with the academic world; for

instance, the Group acted as an expert advisor to students, in

particular during a conference at the Paris School of Management,

a workshop at the Urban Mines Chair on the circular economy, and

projects conducted with the WebSchool Factory’s CFE program

and Schoollab’s CPI program.

(1) Impact of Artiﬁcial Intelligence on the sustainability and repairability of smart home equipment, Ademe, 2020.

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Contribute to the economic, social and cultural development of regions

2.3 / Contribute to the economic, social and cultural

development of regions

n Provide access to culture to as many people as possible

n Increase the positive impact on the territories (employment and solidarity)

Risks

Opportunities

n Loss of brand preference

n Loss of attractiveness of the employer brand

n Creation of local jobs

n Access to new markets

n Reputation improvement

n Operational efﬁciency through local cooperation

Levers activated

2020 Actions

Associated indicators

Opening of franchises in small n 40 stores opened

n Number of stores opened

and medium-sized cities

Promotion of cultural diversity n Creation of a digital medium, La Claque Fnac n Number of cultural events

Support for artistic creation

n Continuation of cultural events on the web

Development of solidarity

projects

n Local projects ﬁnanced by the

Nature Découvertes Foundation

n Solidarity operations maintained despite

the context

n Number of books collected for Bibliothèque

sans Frontière

n Number of projects supported by

the Nature Découvertes Foundation

Fnac Darty considers its omnichannel model to be a major asset,

offering its customers a unique purchasing experience by providing

them with the best digital standards and expert advice from in-

store salespeople. This model is also beneﬁcial to maximize the

impact of the Group’s societal actions.

At the same time, commercial sites and stores are a great platform

for sharing the Group’s policy of social inclusion with customers, by

implementing micro-donation programs for partner associations.

Finally, since 1992, the Nature Découvertes Foundation has

contributed to regional momentum by launching and supporting

grass-roots associative projects to protect biodiversity and provide

education on nature.

Opening more stores, thereby solidifying the Group’s geographical

coverage, allows Fnac Darty to be closer to its customers but also

to contribute to the economic activity of medium-sized cities, in

particular via the creation of local jobs, support the projects of

local associations and improve access to culture for the greatest

number of people.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Contribute to the economic, social and cultural development of regions

2.3.1 / FNAC, A COMMITTED PARTNER IN PROMOTING

ACCESS TO CULTURE FOR ALL ANDCULTURAL DIVERSITY,

ACROSS THE TERRITORY

Fnac, and more recently Fnac Darty, has been committed to

proposing and promoting a diversiﬁed cultural offer, accessible

everywhere in France, for more than 40 years.

2.3.1.2 / Guarantee access to culture for all

and cultural diversity everywhere

in France, against a backdrop

of health constraints

Culture is a major component of the CSR policy, and legitimately

relies on the territorial store network to promote and ground Fnac’s

historic commitment at local and national level.

Though it was not possible to hold live events during this year

marked by the Covid-19 crisis, the Group’s cultural action did

pursue its commitment to artistic creation and support for the

world of culture, by being a standout player throughout the year

on digital platforms. As an illustration, in spring 2020, the Group

provided full, unstinting support for the SOFA festival, Warner

Music’s ﬁrst livestreaming festival: 300 live broadcasts on Fnac’s

social networks, along with artistic meet-ups in France, Belgium,

Switzerland, Spain and Portugal.

Supported by a cultural scheduling team of 15 employees,

and backed by the entire Group, Cultural Action pursues three

objectives:

n guarantee access to culture for everyone, wherever they are in

France, through free events;

n promote cultural diversity, under the instructionof its expert,

committed teams;

2.3.1.2.1 / La Claque Fnac: the launch

of a digital cultural medium

n support the vitality of artistic creation and promote the up-and-

coming cultural scene.

The context obliged teams to innovate in order to maintain the link

between their customers and the cultural world; this innovation

gave rise to a new medium.

2.3.1.1 / Culture for all and cultural diversity

across France

In the fall of 2020, Fnac launched La Claque Fnac, its own digital

cultural medium, a space for expression, emotions and cultural

exchange, offering original digital formats: interview sessions, talk

shows, live events, and podcasts. The aim is to provide free, one-

click access to rich content that embodies cultural diversity to as

many people as possible. An opportunity for everyone to learn

about current musical, literary and movie news, to dive into the

world of comics or entertainment, and to discover emerging talents

and (re)discover timeless artists.

The Group is committed to promoting the accessibility of culture

for all, by proposing cultural events free of charge, allowing

creators and audiences to meet one another. In 2020, the health

crisis obliged live events, making up the richness of Fnac’s cultural

action, to be put on hold. However, over the year as a whole, more

than 1,300 events were organized in Fnac stores across Europe,

with some 300 on the web.

To recap, in 2019:

At a time when theaters are closed, the distribution of varied

content, covering all sectors of artistic creation, and highlighting

the young cultural scene makes a huge contribution to supporting

the cultural world.

n 90,000 customers were able to beneﬁt from some 1,700 events

in 127 stores across France. Fnac’s in-store cultural agenda

also features major brand events, such as unmissable events

in the music and literary sectors;

2.3.1.2.2 / The best of Fnac alive and kicking

thanks to the web

n the Fnac Live Paris Festival brought together over

100,000 people for three days of free concerts in front of the

Paris City Hall in July;

At the same time, with the help of its cultural network and the

commitment of authors and publishing houses, Fnac, France’s

leading bookseller, resolved to hold its literary awards in the fall,

adjusting to new constraints.

n For the fourth year running, 15,000 visitors made the most

of the Fnac Book Fair, a major literary event in the heart of

Paris. The opportunity to discover and meet some one hundred

authors and to take part in numerous meet and greets and

book-signings.

The Prix du Roman Fnac (Fnac literary award) was held in mid-

September, and Tiffany McDaniel won with her novel Betty

(published by Gallmeister), based on the choice of 400 booksellers

and brand members.

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Contribute to the economic, social and cultural development of regions

The Prix Goncourt des lycéens (award for high-school students),

the benchmark literary prize, which has become a high point of

the literary calendar thanks to its groundbreaking caliber, also

fully shifted online, ensuring committed, high-quality discussions

between the 14 authors in the running, and 2,000 high-school

students. In this turbulent period, Djaili Amadou Amal’s Les

Impatientes was favored by the young jury (published by

Emmanuelle Collas), a socially engaged novel about violence

against women.

In addition, Fnac continues to partner the “Writer in Residence”

chair, created by the Sciences Po institution to introduce students

to the humanities and rhetoric.

2.3.1.3 / Expert, committed,

and knowledgeable teams

to promotecultural diversity

In this particularly complex period, cultural diversity and knowledge

were largely embodied by the teams of booksellers and record

sellers: in addition to the famous in-store favorites, numerous

editorial tips and selections of e-books were also sent to various

audiences throughout the year.

Finally, the Prix BD Fnac France Inter award for comics, presented

at the beginning of 2021, was notable in that it rewarded cartoonist

Mathieu Bablet for Carbone Silicium (published by Ankama).

Other event formats continue to go digital: in-store meet-ups and

signings are shifting to the new “story signing” concept: authors

and artists invited to the store sign their work and album incognito,

and these are then made available to fans in-store. Many authors

come in-store after being invited by Fnac, and are happy to

maintain the link with their audiences.

In terms of digital reading, Kobo by Fnac is continuing its

partnership with the Préludes publishing house and the Babelio

website for the fourth edition of the “Tomorrow’s Talent”

competition.

2.3.2 / INCREASE POSITIVE REGIONAL IMPACTS THROUGH JOB CREATION

AND SOLIDARITY

2.3.2.1 / Contribute to local economic activity

2.3.2.2 / Socially inclusive projects led

by the Group and its customers

Key ﬁgures:

n stores account for 71% of total revenue;

n 908 stores;

2.3.2.2.1 / Nature Découvertes Foundation,

to promote grass roots actions

across the country

n 40 stores opened in 2020.

Since its creation, the Nature Découvertes Foundation has

taken into account the impact of its activity on the environment

and is committed to environmental protection. In 1994, the

Nature Découvertes Foundation was created, with the aim of

launching and supporting grass-roots associative projects to

protect biodiversity and educate about nature. Placed under the

aegis of the Fondation de France, it hasbeen a member of the

IUCN (International Union for Conservation of Nature) since 2005.

The projects supported range from the creation of an associative

nursery to participatory science projects, as well as mobilization

campaigns or support for associations promoting the conservation

of species. The Foundation assists project sponsors of various

sizes.

The Group opens new stores every year, thanks to its franchise

development strategy, to increase coverage of medium-sized

cities. Fnac Darty is convinced that this local presence strengthens

the speciﬁc bond of trust created over time with its customers.

This strategy is also extremely beneﬁcial to society: it contributes to

the creation of local jobs and thus develops economic and social

activity in the medium-sized cities where the stores open.

Via the development of its repair services, Fnac Darty is also

contributing to job creation, as seen by the launch in 2020 of a

vast recruitment campaign for 500 technicians dedicated to repairs

(see also 2.2.2.4).

In 26 years, it has financed 2,803 projects for a total of

€13.7 million, including 108 projects in 2020.

Lastly, Fnac Darty is committed to paying taxes and contributions

in each country and municipality where it operates and does not

participate in any tax avoidance schemes. For instance in France,

the operation of stores and e-commerce sites generates a total

of €50 million in local taxes, which directly beneﬁt French local

authorities, enabling them to ﬁnance their activities (see also 2.5.4).

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Contribute to the economic, social and cultural development of regions

In addition, at the end of the year, during the “Standing Together

At Christmas” operation, in stores and on the web, for every €1

donated by customers to the “Un rien c’est tout” association,

Fnac Darty pledged to donate an additional €1 to combat violence

against women. Thanks to customers’ generosity, Fnac Darty

donated €100,000 to the association “Du côté des femmes” (On

Women’s Side), which provides emergency shelter for women who

are victims of violence, with or without children, to keep them

away from their attackers. With the money raised, more than

15,000 overnight stays will be available to these women. “Ducôté

des femmes” also offers post-traumatic psychological follow-up

and plays a very important role in empowering women as they

prepare their move into collective or independent housing.

“Helping Hand” committees, to support

local projects

The “Helping Hand” committees ﬁnance local projects to protect

and educate about nature, in particular thanks to membership of

the Club Nature Découvertes – a share of each membership is

paid back to them.

Four committees are held during the year, bringing together

members of the Nature Découvertes Foundation, several experts

and some ﬁfteen store employees.

Thus, a hundred or so “Helping Hand” projects are supported

each year via four seasonal committees. The projects selected are

noted for their strong local base, close to the store, composed of

grass-roots actions that often involve committed people who are

based locally.

2.3.2.2.3 / Historical support

Despite the context, the Group continued its historical

partnerships:

The Nature Découvertes initiative is unique because, over the

following year, it offers a selection of the best local projects chosen

by teams of employees themselves via charitable rounding at the

checkout (see below, 2.3.2.2.2). Since the team is familiar with

the project, they can talk about it with customers who are happy

to do their bit when making a purchase, donating an average of

15 euro cents per rounding. The scheme makes it possible to

donate between €150,000 and €190,000 in addition to the initial

donation made by the Nature Découvertes Foundation.

n a partner of Bibliothèques sans frontières (“libraries without

borders”), Fnac organized its eighth large-scale book collection.

Fnac works in partnership with its customers at this event,

inviting them to donate their books to the association each

year. Despite the health context, this new edition broke all

records, with 411,000 books collected – far in excess of the

previous collection record (264,000 books in 2014). In eight

years, 1,476,140 books were thus collected by Bibliothèque

sans frontières to support programs facilitating access to

education and culture implemented by the NGO in areas that

have suffered conﬂict or natural disasters;

In 2021, the Foundation’s “Helping Hand” committees will exceed

the €3 million mark for local projects as part of the “Helping Hand”

program.

n In partnership with Secours Populaire, Fnac supported the

“Braderie Solidaire de Dijon” initiative, now in its twelfth year,

which aims both to increase solidarity and culture by mobilizing

numerous local talents and involving volunteers from Fnac,

Secours Populaire and the Zénith de Dijon performance venue.

Previously planned for June and then postponed for health

reasons, this must-see event once again caught the imagination

and enthusiasm of visitors who took advantage of a wide range

of new cultural products – books, CDs, DVDs, toys and video

games – at knockdown prices. More than 100 palettes of new

products were sold at knockdown prices, raising the sum of

€100,972. These funds will allow Secours Populaire to offer

over 3,500 vacation days to disadvantaged families as part of

its vacation program, “Campagne Vacances”;

2.3.2.2.2 / Stores and websites help facilitate

donations in favor of associations

Since March 2015, Nature Découvertes’ customers have been

able to choose to round up their purchases to the nearest euro.

The euro cents collected are donated in full to a local association

supported by the store (see 2.3.2.2.1 below). In 2020, Nature

Découvertes passed the €1 million mark in donations, collecting

6 million micro-donations, i.e. one in six customers since the

launch of the Charitable Rounding initiative.

Since 2017, Fnac has also associated its customers to its

commitments, by giving them the chance to make small donations

when they make purchases on fnac.com or the Fnac Spectacles

events site, as well as in Fnac and Darty stores since 2019.

n a partner of Envie since 1984, Darty continued to provide the

social inclusion body with large appliances, which thus gave a

second life to more than 326,000 broken-down appliances in

2020 (see also 2.2.3.2).

All donations collected via these channels helped to raise the

sum of €340,100 in 2020. This generosity from customers

helped to support dozens of socially-inclusive projects led by

partner associations. For instance, thanks to the partnership with

Common Cents, more than €43,500 was collected in favor of ﬁve

associations. With “Un Rien C’est Tout”, €296,600 wasmade (up

74% on 2019) via micro-donations that contributed to ﬁnance

socially inclusive projects.

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Reduce impacts on the climate

2.4 / Reduce impacts on the climate

n Strengthen climate governance and risk management

n Reduce emissions generated by transportation and energy from sites

n Extend emissions management to products, services and employee travel

Risks

Opportunities

n Strengthening of climate and energy regulations (trafﬁc

restrictions, obligation of improved energy performance, etc.)

n Loss of reputation and attractiveness in the event of damage

to the environment and/or failure to take climate issues

into account

n Control of energy-related costs

n Lower direct costs thanks to transport optimization

n Resilience of transportation activities by anticipating restrictions

n Attractiveness to investors of SRI

n Supply chain disruption and asset destruction in the event

of extreme weather events

Levers activated

2020 Actions

n A Climate Committee that meets quarterly

KPI

Dedicated governance to

incorporate these challenges n A Group strategy that places sustainability

into the Group’s strategy issues at the heart of the business model

n KPI: CO₂emissions generated by site energy

consumption per square meter

n KPI: CO₂emissions generated

by transportation of goods to stores

per kilometer traveled or per pallet

n KPI: CO₂emissions generated by last-mile

delivery per delivery

A strengthened strategy and n Drafting by the Climate Committee of

roadmaps for each emission

point measured

roadmaps per sector (store transport,

e-commerce, last-mile delivery, after-sales

service travel, after-sales workshop ﬂows

and energy)

n Review of emissions reduction target

to align with a 1.5°C trajectory

n KPI: CO₂emissions generated by after-sales

service travel per job

n KPI: CO₂emissions generated by products

for repair traveling to after-sales service

workshops per repaired product

n KPI: CO₂emissions generated

by “e-commerce” ﬂows per parcel

n CO₂emissions from transportation

and energy from sites by revenue

Identiﬁcation of climate risks

and opportunities

n Identiﬁcation of the main physical and

transition risks, with a view to analyzing the

impact and level of control of these risks,

based on several climate scenarios

Genuine actions to reduce

our emissions and measured

results

n Measurement of CO₂emissions by sector

and extension of the scopes measured

to several scope 3 stations.

n Investments in renewable energy

and energy efﬁciency

n Measured results for actions taken

to reduce transportation impacts

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Reduce impacts on the climate

Transporting goods from warehouses to stores, delivering a

parcel or large appliances to the home, repairing an appliance at

home to help a customer, or collecting old equipment: operations

(logistics, after-sales service, delivery) are at the heart of the

Group’s activities. They are one of its key skills and one of its main

strengths in this highly competitive sector.

However, Fnac Darty is fully aware of thenegative impacts that

its activities have, mainly greenhouse gas emissions directly

generated by the transport of its goods and by the energy

consumed on its sites, or indirectly generated by the products

distributed in its brand outlets.

Limiting these impacts has become a major challenge for the

Group. In response, Fnac Darty significantly strengthened its

governance system and set a target for reducing CO₂emissions

aligned with the Paris Climate Agreement. The development of a

low-carbon pathway paved the way for an integrated framework

to review all the Group’s activities.

To become Europe’s benchmark omnichannel platform, each year

Fnac Darty expands its ecosystem and its range of services to

seize new market opportunities and to adapt to the expectations

of customers, who wish to enhance speed, simplicity and

personalization.

2.4.1 / STRENGTHENED GOVERNANCE AND STRATEGY

In order to roll out the Group’s low-carbon strategy, managers were

2.4.1.1 / An adapted governance

to incorporate the issue at all levels

appointed in each relevant department and in each country where

Fnac Darty operates (Belgium, Switzerland, Spain, and Portugal).

These representatives are speciﬁcally responsible for measuring

the CO₂impacts of their activities, with the aim of making this

measurement more reliable, and creating performance indicators

that allow each department to manage their low-carbon roadmap.

of the Company

Fnac Darty has structured its governance in order to strategically

address climate issues.

Acknowledged within several bodies (see also CSR governance),

including the CSR Committee of the Board of Directors, these

issues are analyzed and steered by a Climate Committee.

With a coordinating role between the OperationsDepartment and

the CSR Department, the Director of Indirect Purchasing, in charge

of the Company’s performance plan, leads the quarterly monitoring

of performance and the action plans rolled out, and helps to

incorporate reduction targets into economic and operational

performance projects.

Created in 2019, it meets quarterly to monitor trends in the CO₂

emissions generated by its activities, to draft action plans, and to

monitor roadmaps of the various operational sectors represented

on this committee, as well as to work on extending the low-carbon

strategy to other indirect emission stations.

Finally, the CSR Department coordinates the reporting of CO₂

emissions and the monitoring of roadmaps, remains up-to-day

on regulatory issues, communicates with the Group’s external

stakeholders on their expectations and best practice, and actively

participates in the search for solutions to reduce the impact of the

Group’s activities on the climate.

The Executive Committee is represented at this level by the

Director of Operations and the General Secretary responsible

for Human Resources and Information Systems, CSR and

Governance. Alongside them are:

n the CSR Director;

2.4.1.2 / Management of climate risks

n the Director of Indirect Purchasing – responsible for coordinating

and opportunities

the climate roadmaps of the Operations Department;

In its management of climate-related risks, Fnac Darty takes

account of the impacts of climate change for itsorganization, and

the impacts of its activities on climate change.

n the Director of Logistics, Transportation and Flows;

n the Director of After-Sales Service;

This analysis from the dual materiality standpoint operates at

several levels in the Company.

n the Director of the Services Policy;

n the Director of Delivery and the Last-Mile Network;

n the Director of French transportation.

In 2019, the members of this Committee were trained on climate

issues and carbon footprint measurement.

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The risk associated with the transportation of goods (from

warehouses to customers and from warehouses to stores),

identified in the Vigilance Plan’s risk mapping, is assessed

quarterly by the Climate Committee and daily by the managers of

the Group’s various transport operations. The mitigation actions

associated with this risk are described in 2.4.2.2.

Risks associated with the impact of the Group’s

activities on climate change

n Bodies consulted: Ethics Committee, Climate Committee,

CSR Committee, European Work Council (“duty of care”

working group with staff representatives).

n Main departments: Internal Audit, CSR, Operations,

Risks associated with the impact of climate change

on the Group

Purchasing, Retail.

Risks of serious damage to the environment, including several

risks related to the worsening of climate change, were identiﬁed

and are monitored as part of the Group’s Vigilance Plan. Among

the most signiﬁcant are those impacts very directly linked to Fnac

Darty’s business model: the retailing of new products (particularly

electrical and electronic products) involves their manufacture, and

this stage is often the most signiﬁcant contributor to a product’s

total carbon footprint.

n Bodies consulted: Climate Committee, Circular Economy

Committee.

n Main departments: CSR, Operations, Trade, Public Affairs.

The risk of poor integration of climate risks is identified in

the Group’s risk mapping (see Chapter 6 “Risk factors and

management”). Management of this risk is described throughout

this Non-financial Performance Declaration, in particular in

sections 2.2 and 2.4.

The mitigation actions associated with this risk are described in

section 2.2, devoted to the extension of product life span, advice

and supply.

Following several discussions with the Climate Committee

and other Group stakeholders, an initial mapping exercise

was undertaken by the CSR Department on the physical and

transition risks related to the climate. In accordance with the

recommendations of the Task Force on Climate-related Financial

Disclosures (TCFD), in 2021 Fnac Darty will begin assessment

work on warming scenarios and the impacts of climate change

for the Company over several time horizons.

This risk is regularly assessed by the Climate Committee, and from

2021 onwards will be based on:

n the measurement of CO₂emissions generated by the products

sold;

n the measurement of CO₂emissions “avoided” by way of repairs

and the sale of second-hand products.

This analytical work will be undertaken by the Climate Committee

and will involve other internal stakeholders (administrative and

ﬁnancial management, Public Affairs Department) and external

stakeholders.

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General description of risk

Risks identiﬁed

Risk management

Transition risks

Political and regulatory risks

Trafﬁc restrictions and other regulations related to the

See pp. 96-98

Because of its activities (transport, site operations, renewal of the Company ﬂeet (France): strengthening of the

product retail), the Group is exposed to risks

resulting from the desire of governments and

Europe to legislate so as to reach national and

European objectives for reducing CO₂emissions,

in particular carbon neutrality by 2050.

“low-emission area” system, which could apply to all towns

and cities of more than 150,000 inhabitants as of 2024;

mobility law, which will require quotas for fully electric or

rechargeable hybrid vehicles

Obligation to improve energy performance in existing tertiary

buildings (France): the Tertiary Decree (Élan Law)

set reduction objectives for tertiary buildings

See pp. 90-92

Regulatory pressure on climate reporting (Europe): DPEF,

Green Taxonomy

See pp. 86-89

See pp. 68-79

Increasing regulations on products and services (Europe):

repairability index, products subject to REP, sustainability

index, etc.

Market risks:

Changing consumer behavior, which could reduce their

consumption for environmental reasons, or promote

alternative distribution channels or players (second-hand,

committed brands, etc.)

See pp. 68-80

See pp. 85-100

In response to the climate crisis, supply

and demand for certain products and services

are changing.

The security of investments could be threatened

by changes in investment strategies.

Change in investors’ requirements, who could withdraw

their investment in the event of poor environmental

performance or the absence of a climate strategy

Reputation risks:

Negative comments on social networks regarding the

See pp. 9-17

and pp. 36-38

Companies risk seeing their brand image, including products and services sold (dissatisfaction with the service

their employer brand, undermined if environmental provided, product with a negative environmental impact),

issues are not taken into account in their strategy.

boycott campaigns, etc.

Physical risks

Acute risks:

Disruption to operations or the supply chain, particularly

transportation routes

Climate change is accompanied by extreme

weather phenomena: heat waves, ﬂoods, storms,

and so on.

Disruptions to the electrical and telecommunications

network that can impact customers’ ability to make online

purchases

Deterioration of working conditions

Material destruction leading to the closure of stores

or strategic sites

Chronic risks:

Deterioration in employees’ working conditions and health

Disruption to operations or the supply chain

Climate change is accompanied by long-term

changes – rising sea levels, regular chronic heat

waves, and so on.

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2.4.2 / PATHWAY, 2020 ACTION PLANS, AND PERFORMANCE

With the aim of submitting its objectives for approval by the

SBT initiative, the Group is working todeﬁne an objective for the

reduction of its indirect emissions (scope 3) generated by the

products it sells, throughout their life cycle, as well as employee

travel and IT systems. The measurement of emissions from these

stations is currently in construction (see also 2.4.2.3).

2.4.2.1 / A low-carbon pathway in line

with the Paris Climate Agreement

In 2019 and 2020, Fnac Darty worked to create a low-carbon

pathway that complies with the global pathway deﬁned by the

Paris Climate Agreement.

This pathway was defined in accordance with the

recommendations of the Science-Based Targets (SBT) initiative.

The sector-wide approach was thus preferred, based on the tools

of the Sectorial Decarbonization Approach (SDA) developed by the

International Energy Agency.

2.4.2.2 / Measured carbon impact

Thanks to performance indicators co-built by the CSR Department

and business lines, Fnac Darty can now more accurately measure

the results of actions implemented and the Group’s performance in

achieving its reduction objectives. As part of an ongoing progress,

the Group intends to improve the monitoring and management of

these indicators, so as to make them operational management

tools that are integrated within the strategies of each department

in the Company.

The target set for Fnac Darty is a 50% reduction in CO₂emissions

by 2030 compared to 2019⁽¹⁾. The scope of consolidation covers

transportation (direct and indirect emissions) and site energy, and

has been extended to all Group subsidiaries.

The data collected to date relate to:

Scope 1

Scope 2

Scope 3

Sites’ power – electricity, gas, fuel oil, urban heating and cooling,

refrigerants

B2B – transportation of goods between warehouses and stores

(subcontracted activity)

B2C e-commerce – shipment of parcels to customers’ homes

(subcontracted activity)

B2C Last-mile delivery – delivery of large appliances and large televisions

to customers’ homes (carried out by Darty or by subcontractors)

In-home work – technicians’ travel routes (carried out by Darty in France

and Vanden Borre in Belgium)

After-sales service goods ﬂow – transportation of broken products

between repair shops and stores, and transportation of spare parts

(subcontracted activity)

Upstream transport – transport of own-brand products from factories

to warehouses (subcontracted activity) (Darty France only)

Business travel – service and company vehicles, train, plane (only France)

Branded products sold – raw material extraction, manufacturing,

upstream transportation, customer travel to stores, use and end of life

estimate

Work commutes (France only)

estimate

(1) In 2020, the Group updated the calculation of its carbon footprint for activity in 2019. In fact, 2018, initially chosen as the base year for the objective,

is no longer comparable to 2019 and 2020.

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For the past several months, the Group has been working to

extend the measurement of its emissions to several scope 3 items

deemed material:

2020 Results

For the items included in the reduction objective (transport –

excluding business travel and upstream transport – and sites’

power – excluding fugitive emissions), the carbon footprint is

signiﬁcantly lower in 2020 than in 2019, the base year⁽¹⁾. This can

be explained in part by the global health crisis, which obliged the

Group to close its stores for several months of the year. However,

the drop in emissions is even greater when brought down to

revenue, explained by the results of the actions undertaken by

the various transportation and energy sectors in France and in the

European subsidiaries: optimization of transportation plans and

loads, purchase of renewable electricity, development of remote

troubleshooting solutions, and so on. These actions and their

results are described in detail in this chapter.

n products (throughout their life cycle);

n work commutes and business travel;

n digital technology;

n waste;

n packaging consumption.

Equivalent CO₂emissions^(a)

for the items included in the reduction objective

2019

2020

Change

Scope 1 (in t eqCO₂)

Scope 2 (in t eqCO₂) (market-based)^(a)

14,542

7,030

47,177

68,750

9.57

13,301

1,766

47,289

62,356

8.34

(9)%

(75)%

Scope 3 (in t eqCO₂)

TOTAL IN ABSOLUTE TERMS (in t eqCO₂)

TOTAL IN INTENSITY (in t eqCO₂/€m of revenue)

(9)%

(13)%

(a) The method used is market-based (based on emission factors speciﬁc to the suppliers from which the Company purchases its electricity). Location-

based results (with the emission factors of the country’s average electricity mix) can be found in 2.4.2.2.1 below. See also the methodological note.

The following paragraphs aim to accurately describe the mitigation

policies implemented to limit the environmental impact of the

various items measured and steered, the actions taken in 2020

and the relevant performance, as well as high-priority areas for

2021/2022.

For the past several years, in order to improve the energy

efﬁciency of its sites, the Group has rolled out centralized technical

management systems (CTM) and LED lighting deployment

projects. In addition, as part of the renewal of its air conditioning

and heating systems, Fnac Darty prioritizes less energy-intensive

systems and is stepping up its maintenance operations to

ensure that its equipment is properly adjusted and avoids over-

consumption of energy.

In order to control the reduction of CO₂emissions generated by

these various ﬂows, environmental performance indicators are now

analyzed by cross-referencing them with economic and operational

performance indicators.

As part of its responsible purchasing policy, the Group is

increasingly sourcing energy from renewable sources for its

electricity and gas.

2.4.2.2.1 / Energy consumption of sites

With more than 1,600,000 m²of warehouses, stores and ofﬁces,

the energy consumed by the Group’s sites is a substantial source

of its CO₂emissions, since they represent approximately 14% of

the total emissions recognized within the scope of the emissions

reduction objective.

(1) Initially set at 2018, the base year for the emission reduction objective was set at 2019, due to material changes in methodology between 2018

and 2019, making 2018 non-comparable with 2019 and 2020.

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of the annual consumption of Fnac and Darty sites in France.

Located in Occitania, this output farm with a purchase obligation

has six wind turbines and an installed capacity of 7.8 MW.

Actions and Performance 2020

Direct purchase of renewable electricity

In order to reduce the carbon footprint associated with its energy

consumption, in 2019 Fnac Darty signed a Power Purchase

Agreement (PPA) with the wind energy producer Valeco for 2020

and 2021.

Solvay Energy Services, in its capacity as balance responsible

entity, supplier, and renewable energy aggregator, manages the

electricity generated by the wind farm and guarantees continuity

of supply for Fnac Darty.

Since January 2020, the electricity produced by the Fontanelles

wind farm, operated by Valeco, has accounted for more than 14%

Elsewhere in the Group, subsidiaries continue to source electricity

from renewable sources.

Share of renewable energy in electricity purchases

2020

Change

Fnac and Darty France

Fnac Belgium and Vanden Borre

Fnac Spain

14.4%

95.1%

100%

87%

not applicable

0.4%

Fnac Portugal

67%

(10)%

Fnac Switzerland

Nature Découvertes

100%

in France, and the operation of ventilation equipment that supplies

only fresh air. The decrease is also due to the end of the

roll-out of centralized technical management at the most

energy-intensive sites acrossthe Darty premises and LED

relamping.

Energy efﬁciency actions

The Group continued to roll-out technical building management

across the Darty premises: 110 sites are now covered. Also on

the Darty premises, the Group has been conducting lighting retroﬁt

programs, implementing LED solutions in seven stores.

However, CO₂emissions associated with this energy

consumption recorded an even more substantial decrease,

linked to the increased share of renewable energy sources

in the Group’s energy mix and, in the case of France,to the

change of energy supplier for the non-renewable share (the

suppliers selected by Fnac Darty have different energy production

capabilities that produce far fewer emissions than that of the

previous partners).

In France, based on a kWh/m²ratio, the network’senergy

consumption is down by more than 8%. This decrease is

mainly due to temperature variations (DJU: -7%) and the

impact of the Covid-19 pandemic (stores were closed for two

months), although energy savings were offset by factors such as

the extension of the ventilation systems’ operating hours by four

additional hours per day since the resumption of normal business

France (Fnac and Darty)

2019

2020

Change

Energy consumption^(a)of sites per m²(kWh/m²)

116

106.4

5.9

(8.3)%

(41)%

KPI: CO₂emissions generated by energy

Market-based

consumption^(a)of sites per m²(kg CO₂eq/m²)

Location-based

Market-based

Location-based

11.2

9.9

(11.6)%

(41.5)%

(11.2)%

CO₂emissions generated by energy consumption^(a)

of sites (t CO₂eq)

12,249

13,637

7,167

12,105

(a) Energy consumption of sites includes the consumption of electricity, natural gas and energy from district heating and cooling networks.

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Comparable scope of consolidation

excluding Nature Découvertes

Current scope

including Nature Découvertes

2019

2020

Change

2019

2020

Change

Group

Energy consumption^(a)of sites by surface area (kWh/m²)

120

108

(10)%

120

107

(11)%

KPI: CO₂emissions generated

by energy consumption of sites per m²

(kg CO₂eq/m²)

Market-based

9.4

5.3

(44)%

9.4

5.2

(45)%

Location-based

Market-based

Location-based

16.6

14,863

26,185

14.6

8,333

(12)%

(44)%

(12)%

16.6

14,863

26,185

14.3

8,544

(14)%

(42.5)%

(10)%

CO₂emissions generated by energy

consumption of sites (t CO₂eq)

23,118

23,514

(a) Energy consumption of sites includes the consumption of electricity, natural gas and energy from district heating and cooling networks.

To limit the impact this road transportation has on air quality, noise

pollution and global warming, the Group focuses its efforts on four

drivers:

Fugitive emissions (direct emissions) – scope 1

As part of its ongoing progress, Fnac Darty is working to improve

how it monitors and measures fugitive emissions from refrigerant

leaks. For the Fnac Darty France scope, associated CO₂emissions

totaled 1,385 t CO₂eq, down by 26% compared to 2019. This

is due to the closure of some stores as well as actions taken

to improve how the air-conditioning systems are serviced and

monitored.

n optimizing transportation plans and the warehouse network to

limit the distances traveled by products;

n maximizing and optimizing truck loading;

n prioritizing transportation providers committed to environmental

The Group will aim to extend the measure to other countries in

2021.

sustainability;

n developing multimodal transportation.

Priority areas for 2021–2022

Actions and Performance 2020

Fnac Darty is aiming to extend its responsible purchasing policy

to its energy supplies. At the end of 2020, the Group launched

an invitation to tender in France to consider the possibility of

concluding a new long-term PPA (Power Purchase Agreement)

for additional renewable electricity capacity in the future and/or

the possibility of relying on electricity generated from guaranteed

renewable sources on the market.

In 2020, Fnac Darty France conducted a full review of its

transportation plan for France, with the aim of:

n optimizing distances by reducing traction to the regional hubs;

n optimizing truck loading through pooling with third parties;

n prioritizing more modern vehicles that release fewer CO₂

The Group intends to continue retroﬁtting its lighting with LED

and technical building management solutions, set up technical

building management in certain warehouses, and upgrade

existing technical building management systems across Fnac

stores. Finally, Fnac Darty France intends to set up an Energy

Management System in 2021 or 2022.

emissions and ﬁne particulates (Euro 6, CNG, biofuel).

This new transportation plan has led the Group to conclude

contracts with carriers committed to environmental sustainability

and, in doing so, 9 hubs out of 11 have signed up to the Objectif

CO₂program developed by Ademe, and are therefore committed

to reducing their CO₂emissions.

2.4.2.2.2 / Goods transportation between

warehouses and stores

To further improve the optimization of truck loading, Fnac Darty has

turned to transportation providers offering to pool their distribution

with other players in the sector.

This is a key skill for the Group, and Fnac Darty Logistics takes

considerable strength from the complementary nature of the

two banners. Every day, thousands of products pass through

warehouses and stores. To service its 908 stores, the Group has

a network of 14 warehouses in Europe.

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Since 2006, Nature Découvertes has used rail/road transport to

deliver goods to be sold at some of its stores. Around 15 stores

in the south of France are supplied by rail and road. In 2020, this

multimodal transportation saved 231 tons of CO₂equivalent.

In 2020, emissions generated by this transportation fell

sharply (-15%). This is due to the closure of stores during

lockdown, although not exclusively because there is still a

decrease, and an even more signiﬁcant one at that, when

emissions are reported by the palette or kilometer. In fact,

the actions taken to optimize the transportation plans

and loading have contributed significantly to improving

performance in this major ﬂow for the Group.

Lastly, as part of its process of continuous improvement, the Fnac

Darty transportation teams initiated discussions with their main

providers on measuring and reducing the CO₂footprint of their

ﬂeets.

Group

Comparable scope of consolidation

excluding Nature Découvertes

Current scope

including Nature Découvertes

France (Fnac and Darty)

2019

2020

Change

2019

2020

Change

2019

2020

Change

KPI: CO₂emissions

per pallet transported

(kg CO₂eq/pallet)

not

16.9^(a)

not

(11)% available available available available available available

KPI: CO₂emissions

per kilometer traveled

(kg CO₂eq/km)

not

available available available

5.47^(a)

5.16

(5.7)%

5.47^(a)

3.71

(32)%

(a) Data restated following a revaluation of the average fuel consumption of the vehicles used.

Group

Comparable scope of consolidation

excluding Nature Découvertes

Current scope

including Nature Découvertes

France (Fnac and Darty)

2019

2020

Change

2019

2020

Change

2019

2020

Change

CO₂emissions from

warehouse to store ﬂows

(t CO₂eq)

21,645^(a)

35^(b)

18,448

(15)% 26,326^(a)

(18.5)%

34^(b)

22,784

(13.5)% 26,326^(a)

(15.5)%

34^(b)

23,154

(12)%

(25)%

CO₂emissions per store

(t CO₂eq/store) ^(b)

(a) Data restated following a revaluation of the average fuel consumption of the vehicles used.

(b) Franchises included (because they are restocked by the Group).

expected CO₂gains of around 1,000 tons of CO₂in a full year. In

addition to a reduction in greenhouse gas emissions, the level of

ﬁne particulate emissions will also fall signiﬁcantly.

Priority areas for 2021/2022

In France, a new transportation scheme for the Paris region is

pursuing the same objectives of optimizing distances and loading.

The environmental performance criteria are therefore included in

discussions with the transportation providers and the Group is

planning on exclusively using vehicles that run on bio CNG for

distribution for the region – i.e. 45 vehicles in low season – with

To reduce emissions in flows to the province, Fnac Darty has

entered into discussions with its main suppliers to convert part

of their ﬂeet to vehicles that release fewer emissions (speciﬁcally

biofuels).

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Furthermore, for parcels delivered to customers’ homes or

“collection points” by couriers, the Group prioritizes transport

providers that are certiﬁed as “carbon neutral”, such as Colissimo

et Chronopost, and that are investing in renewing their ﬂeet and

that already exclusively use electric vehicles to serve many towns

and cities in France. In France, around 50% of parcels delivered

are sent via Colissimo and Chronopost⁽³⁾.

2.4.2.2.3 / Shipment of parcels to customers’

homes or collection points

E-commerce delivery covers parcels delivered by couriers – more

than 18 million parcels shipped in 2020, of which over 15 million

originate from France.

The Group’s omnichannel model reduces the impact of

e-commerce activity, since many products ordered online are

collected by customers in store via “clickmag” (parcels delivered

from the warehouse to the store) or “clickcollect” (parcels from

in-store stock).

Actions and Performance 2020

The emissions associated with this activity are up on 2019.

This increase is largely due to the public health situation,

as physical sales moved entirely online during the lockdown

periods – a phenomenon that has continued post lockdown.

As such, the number of parcels shipped shot up by 50%in France,

around 70% in Belgium and Portugal, almost 100% in Spain, and

up to 170% in Switzerland.

External and internal studies ⁽¹⁾have shown that transporting

parcels for collection in-store releases between 25 and 70%

fewerCO₂emissions than transporting parcels for home delivery

(excluding the customer’s transport). In fact, some of these parcels

pass through store replenishment trucks ⁽²⁾and others come

directly from in-store stock. As well as a reduction in the number

of on-road vehicles, emissions are lowered by reducing packaging,

given that some products are no longer overpackaged – the CO₂

footprint of packaging is not recognized to date.

Against this background of a global pandemic, the increase in

online orders from French overseas departments and regions, as

well as from abroad, also led to an increase in shipments by air,

which contributed to the deterioration in CO₂emissions forthis

ﬂow.

Group

Comparable scope of consolidation

excluding Nature Découvertes

Current scope

including Nature Découvertes

France (Fnac and Darty)

2019

2020 Change

2019

2020

Change

2019

2020 Change

Number of parcels shipped

(in thousands)

10,053

15,765

57%

69%

11,513

5,909^(a)

18,552

9,789^(b)

57%

11,513

18,880

60%

68%

CO₂emissions generated by

the shipment of parcels (t CO₂eq)

5,313^(a)8,350^(b)

66% 5,909^(a)9,963^(c)

(a) Data recalculated to include an update to emission factors and to exclude shipments of spare parts (now recognized in the “after-sales visits” ﬂow).

(b) Of which over 6,610 tCO₂eq offset by service providers.

(1) Studies carried out on the basis of CO₂emissions declared by Fnac Darty service providers (see Methodology note).

(2) Methodology note: if the parcel follows this ﬂow (replenishment trucks), its carbon footprint is included in B2B goods transportation emissions,

rather than e-commerce transportation.

(3) Methodology note: Fnac Darty recognizes CO₂emissions from parcels delivered by these service providers as “carbon neutral”.

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In France, the slight increase in emissions reported per

parcel is largely due to the increase in home deliveries (only

possible service during the two months of lockdown) to the

detriment of shipments made tostores (as part of the in-

store collection service, “clickmag”). As a result, in France,

the portion of parcels for in-store collection fell from 43% to 24%,

which had a signiﬁcant impact on CO₂emissions: according to our

calculations, home deliveries generated on average 66% more CO₂

emissions compared to in-store deliveries (see below).

Group

Current scope

France (Fnac and Darty)

including Nature Découvertes

2019

2020

Change

2019

2020

Change

KPI: CO₂emissions linked to e-commerce

ﬂow per parcel (kg CO₂eq/parcel)

0.528

0.53

0.21

0.63

0.2%

0.51

0.527

3.5%

CO₂emissions linked to e-commerce ﬂows

per collection point delivery

not

available

not

available

not

available

not

available

not

available

CO₂emissions linked to e-commerce ﬂow

per home delivery

not

available

not

available

not

available

not

available

not

available

Since 2020, Fnac Darty has calculated CO₂emissions generated

from parcels based on the CO₂reports of its service providers.

The service providers chosen to transport parcels to stores in

France (for the in-store collection service) have CO₂reports that

differentiate between the service level: home or store delivery. See

also the methodological note.

Service providers taking action to help reach carbon neutrality in

France were prioritized: in 2020, emissions from 75.5% of parcels

shipped in France were offset by these service providers

(Colissimo, Chronopost, DPD, Top Chrono), i.e. more than

6,780 tons of CO₂equivalent.

With a view to reducing CO₂emissions generated fromshipping

parcels, Fnac Darty banned shipments by air in Europe as of

September 2020, which is expected to save 240 tons of CO₂

Nevertheless, following the announcement of a second lockdown,

Fnac Darty implemented a certain number of actions – more

favorable delivery times, sales promotions – to encourage its

customers to choose in-store delivery to those stores that

remained partially open (closure of “non-essential” departments

and complete closure of ND stores) in contrast to the first

lockdown. The European Sustainable Development Week was

chosen to help highlight the beneﬁt of in-store delivery in terms

of carbon footprint and a sales promotion whereby a percentage

of the proﬁts went to the GoodPlanet Foundation was initiated.

equivalent per year⁽¹⁾

Lastly, Fnac Darty maintained and developed its partnership with

Stuart, a bicycle delivery service from its stores. This service is

available in 12 French metropolitan areas and helps to reduce the

carbon footprint of around 1,500 deliveries per month and up to

5,000 in peak season.

Priority areas for 2021–2022

These actions helped to support the in-store collection service and

thus limit the carbon footprint. Considering thatthe weight of in-

store collection during the second lockdown would have remained

the same as that of the ﬁrst lockdown had these actions not been

implemented, the Group thus avoided home deliveryfor more

than 470,000 parcels and saved more than 126 tons of CO₂

equivalent.

Fnac Darty is continuing to look for new partners to reduce CO₂

emissions associated with e-commerce flows. For two-hour

Chrono delivery and delivery by appointment, one of the Group’s

selection criteria for service providers is their environmental

performance.

In addition, Fnac Darty plans to continue to use its omnichannel

model to optimize delivery and reduce emissions generated by

this ﬂow. In this respect, the Group wants to involve its customers

more in this objective. In line with its mission to enable customers

to make an educated choice, the Group has started to provide

customers with new information on its websites, showing them

the delivery method with the least impact. When they select their

delivery method, the most environmentally friendly option – from a

logistics point of view – is identiﬁed.

Despite the situation, Fnac Darty also continued to develop

“clickcollect” in France, which contributed to a corresponding

reduction in the number of parcels on the road: in 2020, more

than 3.2 million orders were delivered from in-store

stock, which decreased the CO₂footprint associated with

packaging, and the CO₂footprint of home deliveries was

thus avoided.

(1) Estimated according to volumes dispatched by air to Europe in 2019 and the associated CO₂emissions.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Reduce impacts on the climate

This project, which is still in the pilot phase, was launched on

fnac.com in France and will be extended to darty.com. The aim will

be to encourage customers to select the in-store collection option

for products already in stock or which can be restocked using the

store’s own vehicles.

n plan ahead for future restrictions on the movement of diesel-

powered trucks in large metropolitan areas.

Furthermore, the delivery teams are working in tandem with their

subcontractors on mainly using a ﬂeet of vehicles that release

fewer CO₂emissions.

However, Fnac Darty is aware of the carbon footprint associated

with customer travel and is working to measure this impact and

to raise awareness among its customers.

Reducing delivery failures

In 2020, the Group reviewed its delivery policy, with the aim of

reducing delivery failures by acting on their root causes: customer

not at home, customer changing their mind, incorrect installation

classiﬁcation (built-in/freestanding) requiring an order change,

incorrect labeling of the delivery constraints (sending one person

to an address that needs equipment to be carried, for example).

2.4.2.2.4 / Delivery of large appliances

to customers’ homes

Fnac Darty has the biggest network of local logistics centers

in France, comprising 86 delivery platforms spread out across

the whole of France. From these sites, the Group’s teams and

subcontracted service providers deliver major appliances (large

domestic appliances and TVs) to customers’ homes, where they

install them and collect their old appliances under the “2 for 1”

WEEE recovery service (see also section 2.2.4.1). For the portion

operated by the Group’s teams, the ﬂeet consists of approximately

450 fully owned vehicles.

To reduce delivery failures associated with customers not being at

home during delivery, the Group has rolled out a “2 hours’ notice”

system, which notifies customers of a more precise delivery

window than previously. A project to optimize the installation quality

of built-in large domestic appliances has also been launched.

In France, despite a signiﬁcant increase in activity (+12%,

i.e. +200,000 deliveries compared to 2019), CO₂emissions

have decreased both in absolute value (-1%) and in intensity

(-11.7%).

For several years now, the Operations Department has been

engaged in research aimed at optimizing its delivery routes and

modernizing its ﬂeet of vehicles to reduce the impact of delivery.

This fall is partly due to the Covid-19 health crisis: lack of trafﬁc

during the periods of lockdown led to reduced fuel consumption

in the ﬁrst and second quarter of 2020.

Actions and Performance 2020

In 2020, the Delivery Department worked on two areas: replacing

the ﬂeet with less polluting vehicles and overhauling the range

of delivery services to reduce delivery failures (and therefore re-

deliveries).

However, the introduction of trucks powered by compressed

natural gas (including bio CNG) and actions taken to reduce

delivery failures also contributed to this fall:

n by signiﬁcantly reducing the rate of return, the Group

Fleet replacement

avoided more than 10,500 deliveries, i.e. the equivalent

of approximately 1,800 tons of CO₂equivalent⁽¹⁾

;

Fnac Darty France took advantage of the need to replace its fully

owned fleet to acquire 20 m³trucks powered by natural gas:

35 trucks were delivered in 2020, i.e. 8% of the French fleet.

For the time being, and for reasons of availability of CNG supply

sources, these trucks are being deployed in Paris, Toulouse,

Strasbourg and Lyon.

n the introduction of CNG trucks saved more than 6 tons

of CO₂equivalent⁽²⁾

Furthermore, during the two lockdowns, Fnac Darty pooled part

of its e-commerce ﬂows with that of delivery of large appliances,

which improved productivity by optimizing delivery routes and truck

This project makes it possible to:

n reduce CO₂emissions and other pollutants;

(1) Estimated on the basis of 6.18 kg CO₂eq per delivery.

(2) Estimated by converting kilograms of gas to fuel (based on a consumption rate of 16 l per 100 km).

96 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Reduce impacts on the climate

France (Fnac and Darty)

Group

2020

2019

2020

Change

2019

Change

CO₂emissions generated

per last-mile delivery (in kg CO₂eq)

7.0

6.18

(11.7)%

7.14

6.21

(13)%

France (Fnac and Darty)

Group

2019

2020

Change

2019

2020

Change

Number of deliveries (in thousands)

1,749

1,960

12%

2,019

2,270

12%

CO₂emissions generated per last-mile

delivery (in t CO₂eq)

12,236

12,109

(1)%

14,416

14,090

(2)%

(LOM) – which stipulates that companies managing a ﬂeet of more

than 100 vehicles under 3.5 tons must gradually replace their ﬂeet

with vehicles that release less than 60 g/km CO₂– as well as those

of future trafﬁc restrictions (i.e. “low emission zones”), the Group

conducts feasibility studies and tests with less polluting vehicles.

Priority areas for 2021/2022

The Group intends to continue its efforts to reduce delivery failures.

This will mainly be achieved through a betterclassiﬁcation of the

delivery at the time of purchase.

In order to optimize loading, Fnac Darty intends to expand delivery

on behalf of third parties. Optimization will also be achieved by

taking better account of trafﬁc when planning delivery routes.

2020 actions and performance

The emissions generated by this activity are down 1.1%

compared to the previous year, mainly due to the drop in

activity associated with the Covid-19 crisis but also due to

“avoided” service calls. In fact, the roll-out of remote assistance

solutions has been stepped-up, with the use of an app that

enables technicians to categorize breakdowns properly, in order

to avoid unnecessary visits.

As part of the delivery personnel training program, eco-driving

courses will also be offered.

In addition, the Group intends to prioritize diesel-alternatives in its

future replacements for the delivery trucks.

2.4.2.2.5 / Home after-sales repairs

The rate of repairs requiring a single service call significantly

increased in 2020, resulting in a reduction in the number of visits,

and therefore a drop in associated CO₂emissions. In this respect,

based on the “right the ﬁrst time” repair rate recorded in 2019,

this reduced the number of service calls by over 6,100,

In France, approximately 650 Fnac Darty technicians carry out

around 1,800 home service calls every day to repair customers’

appliances that have broken down. This service is also available

in Belgium and is carried out by Vanden Borre. While this activity

helps to avoid CO₂emissions by extending the life span of

products (see also section 2.2.2), it too has an impact in terms of

technicians’ travel.

i.e. approximately 39 tons of CO₂equivalent⁽¹⁾

However, in terms of per service call, emissions were

slightly up: the number of service calls fell but the distances

traveled remained the same, which lowered performance in 2020.

Furthermore, since 2020, emissions from this ﬂow have included

the ﬂow of spare parts for repair technicians; this ﬂow accounts for

more than 40% of scope 3 emissions for “Home after-sales visits”

and associated emissions increased by nearly 30% between 2019

and 2020 due to delivery of heavier spare parts (associated with

increased sales of large televisions and therefore a greater number

of service calls for these products requiring heavy components).

For several years, the Group has been developing remote

assistance solutions to limit the number of service calls. In fact,

in 40% of cases, breakdowns reported by customers are not

really breakdowns, and maintenance or usage advice is enough

to solve the problem. It is increasingly easy to troubleshoot actual

breakdowns remotely, thanks to the widespread availability of

video, technicians’ advice delivered from remote customer service

centers, or technology that allows for remote control of certain

appliances such as smart TVs. However, when necessary, the

Fnac Darty teams will visit.

At a comparable scope of consolidation, i.e. excludingthis ﬂow of

spare parts, CO₂emissions therefore decreased both in absolute

value and in intensity.

To reduce emissions generated by the technicians’ ﬂeet and to

meet the requirements of the French Mobility Orientation Law

(1) Estimated on the basis of 6.43 kg CO₂eq per service call.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Reduce impacts on the climate

France (Darty)

Group

Comparable scope of consolidation

excluding ﬂow of spare parts

Current scope including

ﬂow of spare parts

Current scope including

ﬂow of spare parts in France

2019

2020

Change

2019

2020 Change

2019

2020 Change

KPI: CO₂emissions generated

by after-sales service travel /

service call (in kg CO₂eq)

5.53

5.46

(1)%

6.26

6.43

6.48

6.37

(1.7)%

France (Darty)

Group

Comparable scope of consolidation

excluding ﬂow of spare parts

Current scope including

ﬂow of spare parts

Current scope including

ﬂow of spare parts in France

2019

2020

Change

2019

2020 Change

2019

2020 Change

Absolute

Number of home after-sales repairs

706,000 680,000

(3.8)% 706,000 680,000

(3.8)% 752,000 740,000

(1.6)%

CO₂emissions generated

by after-sales repairs (in t CO₂eq)

3,908

3,693

(5)%

4,425

4,375

(1)%

4,881

4,716

(3.3)%

Priority areas for 2021/2022

2.4.2.2.6 / Flow of products to after-sales

service workshops

The After-Sales Service Department has begun to manage its CO₂

emissions in the same way as its other performance indicators.

This is done by training the teams with a view to educating them

and clarifying these indicators.

There are more than 2,500 employees in the Group who work

exclusively on repairs, either remotely in remote customer service

centers and workshops, or directly in customers’ homes. When

defective products cannot be repaired remotely or at in-store

service counters, they are sent to one of the Group’s ﬁve repair

centers. This is especially the case for small domestic appliances

and technical products, which are sent from the store when

customers bring them to the counter.

From an operational point of view, efforts to reduce the number of

home repairs will continue in 2021, in particular with the roll-out

across the whole of France of call centers tasked with improving

the classiﬁcation of breakdowns. These centers will work to ensure

that repairs are “right the ﬁrst time” and even help customers to

carry out repairs themselves by providing remote support. These

call centers, also known as planning units, will also be responsible

for drawing up more effective routes to reduce the number of

kilometers traveled by the technicians.

In order to limit the transportation of defective products, the

customer pathway focuses on remote solutions (see “Home

service calls” above) or in-store solutions. After-sales service

counters are able to carry out simple repairs, which do not require

spare parts. However, when the breakdown is more serious, the

products are sent as parcels or delivered by internal ﬂeet to one of

the repair centers, which generates CO₂emissions.

As part of its fleet replacement, the After-Sales Services

Department has also committed to prioritizing vehicles that release

fewer greenhouse gases and other pollutants; several tests with

electric vehicles were carried in 2020.

98 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Reduce impacts on the climate

recorded for this ﬂow of products is largely due to a sharp

decline in activity (-11% in France), it can also be attributed

to real optimization of the transportation scheme (through a

reduction in the frequency of scheduled delivery trucks with the

massiﬁcation of deliveries to the workshops).

Actions and Performance 2020

In 2019 and 2020, Fnac Darty conducted a full review of its

transportation schemes for these products sent to after-sales

service workshops. In this respect, while the fall in emissions

France (Fnac and Darty)

Group

2020

2019

2020

Change

2019

Change

KPI: CO₂emissions generated by products to be repaired

sent to the workshop per product repaired (in kg CO₂eq)

3.3^(a)

(9)%

2.72^(a)

2.54

(6.6)%

(a) Data recalculated following a correction to the average consumption of the vehicles used.

France (Fnac and Darty)

Group

2019

2020

Change

2019

2020

Change

CO₂emissions from the ﬂow of products to be repaired

to after-sales service workshops (in t CO₂eq)

2,283^(a)

1,832

(20)%

2,355^(a)

1,890

(20)%

(a) Data recalculated following a correction to the average consumption of the vehicles used.

Priority areas for 2021/2022

2.4.2.3 / Extending emissions measured

under scope 3

Every effort will be made to train the teams working on the

after-sales service counters so that products are not sent to the

workshops when there is a clear diagnosis and it is possible to

carry out a repair directly in-store.

As part of its process of continuous improvement, the Group

is aiming to extend the CO₂emissions it measures to include

signiﬁcant sources of scope 3 emissions. For Fnac Darty, this

concerns: products sold, work commutes, customer travel, as

well as IT equipment and information systems.

As part of the After-Sales Service Department’s action plan, Fnac

Darty intends to continue reviewing the containers used, with the

aim of reducing breakages during transportation, but also looking

at the size of these containers and the blocking and ﬁlling material.

In 2020, the Group worked on methods to measure some of these

sources from 2021, starting with those generated by new products

sold and distributed by the Group.

The Group also plans to review flows in order to remove

intermediate steps between suppliers and customers.

New products sold

2.4.2.2.7 / Shipment of parcels of second-hand

products

At the start of January 2021, a specialized consulting ﬁrm was

assigned to calculate an estimate of this major source of emissions

for the Group, using real data provided by Fnac Darty for 2020.

Fnac Darty is signiﬁcantly developing the business activity of selling

second-hand products under the brands Fnac Seconde Vie and

Darty Occasion. This activity helps to extend the life span of

products distributed in this way (see also below) but also generates

CO₂emissions from shipping the parcels by courier. In 2020, some

60,000 shipments generated 56.66 tons of CO₂⁽¹⁾, with an average

of 0.93 kg CO₂eq per parcel.

It was decided to include the whole life cycle of the product when

calculating this estimate: from its manufacture and transportation,

through to customer travel to the stores, use of the product and,

lastly, its end of life.

However, nearly 95% of these shipments were covered by

Chronopost, which offsets its emissions.In this respect, 50 tons

were therefore offset by the service provider for this emissions

ﬁgure.

(1) Calculated using the CO₂report provided quarterly by the main courier and using an estimated emission factor for a parcel of 20 kg shipped by Fedex

for the other, more bulky parcels.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 99

NON-FINANCIAL PERFORMANCE DECLARATION

Reduce impacts on the climate

The Group is fully aware of the weight of this emission source

and of its responsibility to reduce the impact on the climate

associated with its product distribution business (particularly

electrical and electronic products, which produce significant

amounts of greenhouse gases). All the policies described in

chapter 2.2, from repairs to advice, including the sale of second-

hand products and highlighting the most sustainable products,

make a concrete contribution to reducing these impacts, even

though this contribution is still difﬁcult to measure.

Given the situation in 2020 (lockdown, working from home),

it was not possible to measure CO₂emissions associated with

employee travel for this year. However, Fnac Darty is committed to

continuously improving the quality of its data and plans to include

all Group employees in these emission measurements.

Business travel

Business travel not only covers travel by plane or train (scope 3)

but also travel using the ﬂeet of Company and service vehicles

(scopes 1 and 3). Due to the non-exhaustive nature of the data for

the Group as a whole, CO₂emissions have not yet been included

in this scope.However, based on an extrapolationfor the Fnac

Belgium and Vanden Borre subsidiaries, emissions generated by

the ﬂeet’s fuel consumption totaled approximately 1,948 t CO₂eq

under scope 1 (down by 17.6% compared to 2019) and

503 t CO₂eq under scope 3 (-18% compared to 2019). This fall

is due to the special circumstances in 2020, during which remote

working was widespread, including for managers.

Throughout this assignment, Fnac Darty will assess the

environmental impact associated with extending the life span of

products through its repair activities and that of re-using its unsold

stock through the sale of second-hand products.

Work commutes

With nearly 25,000 employees across Europe and significant

geographical coverage, Fnac Darty is aware of the carbon

footprint of work commutes. To conduct an initial estimate of

the emissions associated with this scope 3 source, the Group

conducted a survey of employees in France on their travel in 2019.

This provided data on the travel behavior of employees (methods

of transportation, kilometers traveled, number of journeys, etc.),

which was then used to calculate the associated CO₂emissions.

The questionnaire also investigated why employees chose a

certain method of transportation and what was stopping them

from choosing a more environmentally friendly method. This was

then fed back to the HR Department during discussions as part

of the roll-out of its CSR roadmap.

With regard to travel by plane and train, for the Fnac France and

Darty France scope, emissions amounted to 327 tCO₂in 2020, a

70% reduction compared to 2019. Thissharp drop in emissions

was caused by the travel ban due to the Covid-19 pandemic.

The launch of a “green IT” approach

In order to measure this growing source of emissions and take

appropriate action, Fnac Darty launched a “green IT” approach

at the end of 2020. A roadmap has been drawn up to map the

network of equipment and servers, as well as the volumes of data

produced and stored for the Group’s activities. This work will lay

the foundation for an action plan that targets the most polluting

activities.

For 2019, CO₂emissions generated by the work commutes of

employees in France totaled 20,446 tons of CO₂equivalent ⁽¹⁾

i.e. 1.18 tCO₂eq per employee, with signiﬁcant regional differences.

(1) Survey of 3,429 employees in October 2020 regarding their work commutes prior to the ﬁrst lockdown. The data were then extrapolated to all

Fnac Darty France employees.

100 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Ensuring exemplary business conduct

2.5 / Ensuring exemplary business conduct

n Protecting the personal data of employees and customers

n Preventing the risks of corruption

n Implementing a Vigilance Plan

n Ensuring ﬁscal responsibility

Risks

Opportunities

n Lack of integrity of third parties

n Serious violations of human rights, health and safety,

and the environment

n Non-compliance with the Group/Penalties

n Damage to the Group’s reputation

n Sustainable commercial development

n Involvement in improving the working conditions at suppliers

n Strengthening collaboration with suppliers

n Reputation improvement

Levers activated

2020 Actions

KPI and associated indicators

Protection of personal data

n Ensure compliance with regard to cookies

and advertising tracking techniques

n KPI: percentage of factory audits whose

score is deemed to be compliant or average

(Fnac Darty)

n Level of demand for own-brand products

n KPI: percentage of Nature Découvertes

suppliers that have signed the Responsible

Purchasing Charter

Anti-corruption procedures

and controls

n Strengthen the warning system through

the implementation of an outsourced solution

n Integrate tests on compliance with

the requirements of the French Sapin II

law during audits and in self-assessment

questionnaires

Implementation

of a Vigilance Plan

n Involve European elected representatives

in the update to the mapping of risks

n Inform and support the subsidiaries

(countries and Nature Découvertes)

in mapping their risks

Paying taxes in the countries n Prepare subsidiaries for the new rules under

in which the Group operates

Refrain from using any

optimization system or

aggressive tax planning

the e-Commerce Directive

n Standardize the tax risk recognition process

With a growth strategy based primarily on the development

of partnerships – franchises, resellers on the Marketplace,

partnerships with other brands, sourcing that feeds the

diversification strategy – Fnac Darty has strengthened its

compliance policy.

This committee ensures the ethical conduct of the Company’s

business, specifically in compliance with the Sapin II anti-

corruption law, the French act establishing a duty of care by

parent companies and major contractors, and the General Data

Protection Regulation (GDPR). The Ethics Committee approves,

evaluates and improves the ethical approach in place.

This policy is based on processes and procedures overseen by

the Internal Audit Department. Its quality and relevance for the

changing business environment are also assessed by an Ethics

Committee.

Respect, fairness and transparency are at the heart of the Group’s

day-to-day activity. The Group places particular importance on

sustaining these values in its relationships with employees,

suppliers, customers, partners and shareholders.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 101

NON-FINANCIAL PERFORMANCE DECLARATION

Ensuring exemplary business conduct

The aim of Fnac Darty’s Business Code of Conduct is to reafﬁrm

the basic principles that should govern each person’s behavior

in their professional life, both individually and collectively. These

principles are reafﬁrmed through respectingpeople, respecting

Company property, respecting trade regulations, and through the

Group’s commitments to social and environmental responsibility.

Beyond regulatory aspects, Fnac Darty afﬁrms its willingness to

manage its tax compliance responsibly by vowing not to implement

artiﬁcial tax arrangements.

2.5.1 / PROTECT THE PERSONAL DATA OF EMPLOYEES AND CUSTOMERS

With millions of visitors to its commercial websites each month and

close to 10 million subscribers, personal data protection is at the

heart of the challenges faced by Fnac Darty. The appropriate use of

personal data is expected by an increasing number of customers

who have acquired a greater awareness of the issues pertaining

to their private life and who wish to have better control of their

personal data, in particular with regard to tracking technologies.

program related to all areas of the Company and involved all

stakeholders. The need to adapt to the new regulatory framework

for cookies and advertising tracking techniques particularly

mobilized the teams.

Fnac Darty also works to give its customers better control over

the use of their personaldata. To do this, the Group has launched

a major project based on a “preference center” that will allow

customers to manage in a granular way how their personal data

are used – in addition to cookie management. The project is

expected to be deployed at the end of 2021.

Protecting their data involves ensuring that there is greater

transparency in how the data collected by the brands are used and

that the data are used legitimately, proportionately and securely. To

gain the trust of our customers, which is essential for the Group,

strong protection of customer data as well as that of employees

is required. Fnac Darty therefore works to continually improve its

practices for the protection of data within the Group.

Particular attention has been paid to the issue of personal data

in terms of after-sales service and returning products for repair.

Lastly, against a backdrop of an unprecedented global crisis, the

Group continued to ensure compliance with its obligations, in

particular:

In 2020, Fnac Darty had a team of three people in France

dedicated to protecting personal data: a Group DPO (Data

Protection Officer) appointed to the French Data Protection

Authority (Commission Nationale de l’Informatique et des Libertés

or “CNIL”) and two people in charge of the protection of personal

data. The subsidiaries (Belgium, Spain, Portugal, Switzerland,

WeFix, and Nature Découvertes) also have locally appointed

DPOs or staff dedicated to compliance with regulations on

personal data protection.

n governance system for the protection of personal data:

management committees and dedicated workshops;

n keeping a register of personal data processing operations;

n raising awareness and training the Group’s employees:

e-learning on data protection was part of the most validated

internal training modules and GDPR ofﬁcers were trained;

The issue of personal data protection was at the heart of the

Covid-19 crisis. The implementation of Business Continuity Plans

(BCPs) required an appropriate balance to be struck between the

obligation to safeguard employees and only collecting the strictly

necessary data. Remote working also necessitated a greater level

of security for the information systems and the implementation of

best practices.

n internal processes and procedures documentation: improving

processing documentation;

n information for data subjects;

n retention of personal data for limited periods of time;

n security of information systems for data processing;

n agreements with subcontractors and joint data processors.

The Group continued to work actively on improving its data

protection practices, in accordance with the provisions of

Regulation of April 27, 2016 (GDPR). The actions in the GDPR

102 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Ensuring exemplary business conduct

2.5.2 / PREVENTING THE RISKS OF CORRUPTION

The Group is constantly vigilant and keen to take action under

any circumstances to comply with its ethical commitments. The

Business Code of Conduct and the Gifts and Beneﬁts Charter

document this commitment in detail and apply in all locations

in which the Group operates. Fnac Darty ensures that all of its

employees, Management Committees, Executive Committee and

corporate ofﬁcers share these commitments. These documents

also form an integral part of the introductory handbook for

new employees joining the Group. Finally, the Business Code

of Conduct is appended to the contracts and agreements that

formalize the Group’s commercial relations with its partners.

n is committed, in the acquisition of interests that may be

necessary as part of its strategic development, to analyzing

the integrity of the target entities with regard to the legal

environment, in addition to the economic and financial

assessments carried out;

n sets out the various procedures to be followed in cases where

there is reasonable doubt regarding unethical acts or activities.

2.5.2.2 / Involvement of the entire Group

in preventing corruption

In accordance with the Sapin II Law promulgated in

December 2016, which came into effect in June 2017, the Group

has progressively developed an anti-corruption system that is at

the heart of all governance activities and that is circulated to all

employees:

2.5.2.1 / Key principles from the Business

Code of Conduct related

to preventing corruption

In order to prevent corruption and other behavior that undermines

business integrity, the Group:

n the Chief Executive Ofﬁcer of Fnac Darty, who reportsto his

Executive Committee on oversight actions and obligations;

n is committed to a zero-tolerance approach to corruption and

inﬂuence peddling within the Group and in its relationships with

third parties;

n the General Secretary in charge of HR, CSR and Governance,

through the Ethics Committee leadership, the dissemination of

internal communications relating to commitments in the ﬁght

against corruption, and the development of dedicated training;

n forbids political, trade union, cultural or charitable funding for

the purposes of obtaining any direct or indirect beneﬁts;

n the Group Director of Internal Audit, through managing the

implementation of anti-corruption measures in France and

abroad;

n ensures that charitable contributions, patronages or other

sponsorship initiatives are governed by principles of integrity

and made without any expectations of receiving anything in

return whatsoever;

n the Country Management Committees, which ensure the

successful roll-out of the anti-corruption system;

n is committed to ensuring that independence and integrity

concerning various gifts or enticements from third parties are

inviolable principles accepted by everyone. To this end, the

Group’s Gifts and Beneﬁts Charter outlines the applicable rules;

n The Leadership Group members, who ensure that they

themselves and their employees uphold these principles, and

who all have to complete an e-learning training course;

n prohibits the remittance of any facilitating payments, regardless

n the employees, who are encouraged to inform their managers

or the ethics ofﬁcers named in the Business Code of Conduct

of any sensitive situations in line with the principles set out

above.

of whether or not these are permitted under local law;

n asks its employees to pay special attention to any transactions

they feel are suspicious and may pertain to money laundering;

n is vigilant regarding conﬂicts of interest that may arise from

situations where personal interests and the interests of the

Company are at odds. To this end, the Prevention of Conﬂicts

of Interest Charter, implemented in 2021, helps employees to

more easily position themselves to deal with situations they

may encounter;

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Raising employees’ awareness of the risk

of corruption

2.5.2.3 / A continuously improving roadmap

for a robust corruption prevention plan

An e-learning module has been developed (and translated for

the other countries in the Group) and the Group ensures that all

managers have had this training. An update will be made in 2021

and will include more examples on situations of conﬂict of interest,

as well as the Group’s new alert system.

Risk assessment

Speciﬁc mapping for the risk of corruption has been put in place

and is reviewed annually at the meeting of the Ethics Committee.

Any action taken is led and regularly measured at meetings of the

Internal Audit Committee. It is also shared and discussed with the

Group Audit Committee.

It was decided in 2020 to make training mandatory for all senior

employees.

In addition, a note presenting the Group’s policy on conflicts

of interest was drafted in 2020. The note aims to help those

employees potentially at risk to avoid any situation of conﬂict of

interest.

Warning procedure

The warning system has been completely redesigned, with

the implementation of an outsourced solution (see also

section 2.5.3.2). The warning system’s governance has been

redeﬁned as part of this implementation to better meet legal and

regulatory obligations.

Finally, a questionnaire on conﬂicts of interest was also created

in 2020. An individual questionnaire will be sent annually to those

employees potentially at risk. The questionnaire will be used to

monitor declarations by employees that they have no conﬂicts of

interest.

This new warning system, versions available insix languages, has

been incorporated intothe Group’s Business Code of Conduct

and is also accessible to third parties via a link to the platform from

the Group’s website.

The Group’s Business Code of Conduct is updated annually at the

Ethics Committee meeting.

Fnac Darty ensures that a constant flow of information is

established for all its employees.

Checks carried out

The internal audit teams have enhanced their tools for

assessing compliance with Group rules on corruption risks.

Any recommendations made as a result of internal audits are

highlighted speciﬁcally when they relate to the risk of corruption.

This warning procedure meets the requirements of the Sapin II

Law and the duty of care. The system provides employees with

four different alert options:

n any professional misconduct, illegal conduct whether that is of

an accounting or ﬁnancial nature, or relates to corruption or a

breach of competition law;

An annual evaluation is conducted on the basis of the online

questionnaire from the AFA.

Furthermore, the self-assessment questionnaire specific to

corruption risk was enhanced in 2020 (based on the AFA

questionnaire) and the audit assignments carried out in 2020

included tests on compliance with the requirements of the Sapin II

law.

n an alert regarding health, hygiene and safety, discrimination or

harassment at your place of work;

n a report regarding environmental protection;

n an alert regarding health, hygiene and safety, human rights or

The Group is committed to maintaining strict oversight of its

leading third parties through a permanent monitoring system set

up in 2020.

environmental protection concerning a partner or supplier.

Internal control committees provide an overview of compliance

with the Sapin II law.

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2.5.3 / IMPLEMENTING A VIGILANCE PLAN

Fnac Darty’s Vigilance Plan meets the requirements of the French

law of March 27, 2017 on the duty of care of parent companies

and initiating companies.

n the probability is assessed in relation to the country where the

entity operates (on the basis of several indicators including the

human development index), in relation to the foreseeable nature

of the threat and according to the number of threats recorded

within the organization or sector;

The 2020 plan covers the ﬁve points of the law:

n risk mapping: see 2.5.3.1;

n control of impact is assessed according to the level of risk

identification and assessment, the control of the activities

implemented and its compliance, the inclusion of risk in the

audit and sourcing work program, and ﬁnally its integration into

the training courses.

n assessment procedures: see 2.5.3.1;

n warning mechanism: see 2.5.3.2;

n prevention and mitigation measures: see 2.5.3.3;

n assessment mechanisms: 2.5.3.1 and 2.5.3.2.

Risk mapping is reviewed by the Ethics Committee, and the risks

and the assessment of those risks are updated with the relevant

managers (at least once a year, more so for the most signiﬁcant

risks).

The report on the effective implementation of the plan and the

2020 results are presented in this document, under each area of

risk deemed to be a priority in terms of the level of risk identiﬁed.

In 2020, Fnac Darty wanted to involve trade union representatives

in this assessment system and mitigation development. An ad

hoc working group was established (one staff representative per

subsidiary), which now meets twice a year to discuss the contents

of the Plan, in particular policies and actions for prevention.

2.5.3.1 / Risk mapping and assessment

procedures

Following the various mapping reviews conducted in 2020,

35 risks were identiﬁed and assessed (three more than in 2019).

Several risks have been added, including a speciﬁc risk for the

occurrence of a global pandemic.

Working with the Internal Audit Department, in 2018 the CSR

Department organized a consultation with internal stakeholders

in order to develop its risk mapping. This work involved several

departments (Sourcing, Purchasing, Human Resources,

Operations, Franchises, Marketplace, Sales).

In 2020, the risks of serious infringements ⁽¹⁾of human rights and

fundamental freedoms, health and safety, and the environment are

linked to the following activities:

In the spirit of continuous improvement, the mapping is subject

to regular review by the aforementioned departments and by the

CSR and Internal Audit Departments. These reviews are based on

changes in the Group’s environment (acquisitions, new markets,

signiﬁcant growth in a business area, etc.) and the reports and

recommendations of NGOs and other external stakeholders

(Sherpa, EDH, etc.).

n the sourcing of own-brand products in Asia (see main risks in

2.5.3.3.1);

n Marketplace activity (see main risks in 2.5.3.3.2);

n logistics, after-sales and delivery (see main risks in 2.5.3.3.3).

These consultations are used to identify the risks of serious

infringements of human rights, health/safety and the environment

in relation to each of the Group’s businesses and those of its

subsidiaries, suppliers and subcontractors with which the Group’s

various companies have an “established commercial relationship”.

In coordination with the CSR Department, the Internal Audit Ofﬁce

includes, in its audit duties, checks on the effectiveness of the

mitigation actions developed to respond to risks associated with

the duty of care; in addition, the internal audit self-assessment

questionnaire intended for senior managers and managers was

updated in 2020 to include questions relating to the Company’s

duty of care.

The risks identified are then assessed according to the

methodology used by the Internal Audit Department in its risk

management of the Group. These risks are weighted according

to their level of occurrence and impact and then with respect to

the mitigation or prevention policies in place:

n the impact is assessed according to several criteria, such as

the systematic or repeated nature of the threat, or even its

reversibility, on the working conditions and health/safety of

employees, service providers and/or consumers;

(1) Fnac Darty considers that a risk is signiﬁcant if the net risk is equal to or greater than 2/4.

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As of December 31, 2020, the Group’s Vigilance Plan covers

France (internal activities and level 1 suppliers/subcontractors) and

the sourcing of own-brand products (plants of level 1 suppliers),

which are distributed by all countries where Fnac Darty operates.

The reporting process and all exchanges which take place within

the context of a warning are strictly conﬁdential and are carried

out via secure, encrypted channels. It is also possible to make a

report anonymously.

In order to extend this scope, work onrisk mapping speciﬁc to

Group subsidiaries – Fnac Espagne, Fnac Suisse, Fnac Portugal,

Fnac Belgium, Vanden Borre and Nature Découvertes – was

initiated in the fourth quarter of 2020 and will continue in 2021.

The ofﬁcers appointed in each subsidiary will work incoordination

with the CSR ofﬁcers and the main departments connected to the

identiﬁed risks.

These reports are sent immediately and exclusively to the

authorized members of the Ethics Committee (the Security Director

and the Director of Internal Audit), who decide on the action to be

taken and ensure that cases are monitored in accordance with the

applicable regulations and the Group’s ethical rules.

These recipients:

n analyze the admissibility (if necessary they may call on an Ethics

Committee) and acknowledge receipt of the warning (within

10 working days);

2.5.3.2 / A warning mechanism strengthened

in 2020

n may close the case without follow-up if the warning does not

comply with the provisions for warnings or has arisen out of

malice;

Wanting to improve the existing system, in 2020 Fnac Darty

introduced an outsourced platform for monitoring ethics and

compliance to complement the usual channels of communication

(managerial, HR representatives, employee representatives) and to

cover both the alert systems required by the applicable regulations

(Sapin II, duty of care, etc.) as well as the non-mandatory systems

which the Group has set up on its own initiative to stop behavior

which is incompatible with the charters and internal regulations

of Fnac Darty.

n ensure the compliance of investigations and directly manage

the most sensitive cases;

n may assign ﬁles to managers able to process and monitor the

handling of such cases;

n ensure that all communication happens via the platform in order

to ensure case conﬁdentiality.

This mechanism has been rolled out to all subsidiaries in France

and in the countries, in French, English, Spanish, Portuguese,

Dutch and Mandarin Chinese. The link to the platform is also

accessible to third parties: the reporting system is included in the

Business Code of Conduct, which systematically binds theGroup

to its employees, partners and suppliers; it is also available to

employees on the Group’s intranet and to everyone on the Group’s

corporate site.

In early 2021, the Group communicated broadly to its employees

about the launch of this new system. The Group will ensure that

permanent and accessible communication is established through

internal communication.

Representative trade union organizations have been informed

about the operation of the system and the communication

campaign and it was discussed with them. They will be included

once a year in an assessment of the use of the mechanism.

Managed by a separate company who is a leader in its field,

this reporting platform, at report.whistleb.com/fr/portal/

fnacdartygroupe, enables employees and external stakeholders

to give a warning – in a conﬁdential and secure manner – about:

2.5.3.3 / Preventative actions, checks

conducted and main results

n any professional misconduct, illegal conduct whether that is of

an accounting or ﬁnancial nature, or relates to corruption or a

breach of competition law;

Fnac Darty relies on strong ethical principles and standards

in the conduct of its activities. These are listed and detailed

in its Business Code of Conduct. This shared basis governs

the relationship between the Group and its subsidiaries, its

subcontractors, partners and suppliers. It annexed to the contracts

and agreements that formalizethe Group’s business relationships

with its partners, and it forms an integral part of the welcome

booklet for new Group employees.

n an alert regarding health, hygiene and safety, discrimination or

harassment at your place of work;

n a report regarding environmental protection;

n an alert regarding health, hygiene and safety, human rights or

environmental protection concerning a partner or supplier.

In particular, the Group refers to the Universal Declaration of

Human Rights and the core conventions of the International Labor

Organization. Subsidiaries and partners are required to comply

with the applicable local legislation and the minimum common

basis contained in the Business Code of Conduct.

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The “Group Vendor Manual”

2.5.3.3.1 / Mitigation of risks associated

with sourcing from Asia

The Group Vendor Manual defines the relationship between

Fnac Darty and its suppliers, and includes the Business Code

of Conduct. The document provides a framework for supplier

relations; it sets out the standards and procedures that each

party agrees to follow. In particular, it requires the supplier to

provide evidence of compliance with European regulations (or

local regulations if the national laws of the countries in which

the products are to be distributed differ): an EC declaration of

conformity, a material safety data sheet for products containing

substances covered by the REACH regulations, information

on products covered by the CHIP regulation and, since 2020,

information on the availability of spare parts and product repair

manuals, in compliance with the European Directive on the

ecodesign of products.

In order to offer its customers an economical alternative to

major brand products, Fnac Darty sells products under its own

retail brands. These products are supplied directly from the

manufacturers, a majority of which are located in China.

Key figures relating to “own-brand product sourcing” in 2020

(scope of Fnac Darty, excluding Nature Découvertes):

n €143 million of purchases sourced from Asia and Europe,

representing 2% of total purchases;

n 90 people including 60 in China;

n 11 own brands, 7 brands under license, approximately

1,500 products;

The Vendor Manual also includes a chapter on the social and

environmental standards to which suppliers are required to comply

– and which includes 11 critical failure points, including six relating

to human rights, fundamental freedoms and health safety. For

example, there is zero tolerance for the use of forced labor (in any

form whatsoever), physical or verbal abuse, blocked emergency

evacuation routes, or the absence of separation between sleeping

areas and the production site.

n 130 suppliers, 192 active plants;

n 97 plants audited in 2020, including 19 undeclared audits.

Risks identiﬁed

The production of electrical and electronic equipment, and the

countries where the plants that manufacture them are located

(China), pose risks to:

Compliance with these standards is monitored through audits.

n fundamental freedoms and human rights (freedom of

association, working time, compensation, forced labor, child

labor, discrimination);

Audits

To ensure compliance with Group standards, Fnac Darty’s

Statutory Auditors carry out announced and semi-or unannounced

audits; the audit schedule and results for each plant are

monitored through a centralized database. These audits havetwo

components:

n the health and safety of the employees of these plants (in the

event of non-compliance of individual facilities and protective

equipment);

n quality assurance and control;

n corporate social responsibility.

This second component brings together several aspects ofcontrol:

n human rights and employment law;

n health and safety;

n the health and safety of the end users of these products (in

the event of non-compliance of products manufactured to

European standards);

n the environment (in the event ofpoor environmental practices

in the plants).

Risk prevention and mitigation policy

The Group has established strict rules and stringent control

procedures with its suppliers in order to guarantee the safety and

satisfaction of its customers during use of these products, and

compliance with all applicable regulations. During testing, the

products are checked in accordance with the highest standards;

therefore, if French guidelines prove to be stricter than European

ones, the French standards are used as the benchmark.

n ethics;

n the environment.

A preliminary audit is carried out for all these elements prior to

entering into any contract with a newplant. If this identiﬁes any

major deﬁciencies, no orders will be placed. If it identiﬁes areas

for improvement, the plant is required to take corrective action

before production will be initiated. Follow-up audits are scheduled

to ensure the supplier is compliant before the start of production.

Moreover, the Group ensures that the suppliers selected and

the associated plants respect the rights of employees and the

environmental standards in force. In this regard, the Sourcing

Department has integrated CSR criteria into its processes and

into the documents that frame the supplier relationship, and it

conducts regular audits.

Active plants are then audited every two years; this period may

be shortened if any breach of quality or social and environmental

standards is suspected. The procedures associated with the

outcome of these audits are the same as for the advance audits.

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Procedures associated with audit results:

Audit result

Associated procedure

Control

85% = full compliance

None

Audit every two years

Follow-up audit

70% to 85% = average compliance

60% to 70% = non-compliance

Requirement to take corrective action

Cessation of production with the requirement

to take corrective action before production

recommences

Follow-up audit before any launch

of production or before production

recommences

Cessation of production and termination

of supplier relationship

60% = serious non-compliance

Not compliant with one of the critical

failure points

Cessation of production with the requirement

to take corrective action before production

recommences

Follow-up audit before any launch

of production or before production

recommences

Fnac Darty relies on a team of 13 people based in China to carry

out these audits. These auditors are themselves subject to regular

checks.

n The framework contract with the production plants (Vendor

Manual) has been updated with additions to the supplier’s

responsibility in the event of a maximum breakdown rate

threshold being exceeded, on its commitment to comply

with European standards and on new procedures for pre-

compliance tests. In order to avoid any misinterpretation of

this document and to ensure that suppliers adhere to these

rules and principles, the Vendor Manual has been translated

into Chinese.

The Fnac Darty teams help the suppliers to prepare corrective

action plans.

Due diligence in Nature Découvertes: Nature Découvertes

has always been vigilant of its suppliers and ask them to follow

a Quality Charter that requires them to act responsibly. The

Company promotes long-term sustainable partnerships to help it

progress its approach of continuousimprovement. Likewise, the

Company favors relationships withsmall businesses in order to

encourage local craftsmanship wherever possible.

n Following several warnings from think-tanks and NGOs

regarding human rights violations, particularly forced labor,

targeting the ethnic Uighur minority in Xinjiang province, the

Group cross-referenced its register of active factories with

the factories noted in the report from the Australian Strategic

Policy Institute (March 2020), in order to ensure that no plant

participated in the transfer of forced labor. A letter with proof

of receipt has been sent to all Fnac Darty suppliers reminding

them of the Group’s social principles and standards.

Every year, social and environmental audits are conducted by an

external service provider based in HongKong. The two entities

share the same audit vision, focused on supporting suppliers.

Actions/measures taken in 2020

2020 Results

n In order to improve the understanding of the audit grid by

controllers and suppliers, the critical failure points were

strengthened. As such, non-compliance on one of these points

now automatically results in the non-compliance of the entire

audit, without any manual intervention by the controller.

In 2020, 97 of the 192 plants that manufacture the Group’s own-

brand products were audited. Sevenplants had their production

stopped following unsatisfactory audits; all have implemented

the necessary corrective actions and have been able to start or

resume production.

Of the 28 advance audits, one plant was not able to conduct the

required corrective actions (environmental aspect of the audit) and

was therefore not listed by Fnac Darty.

2018

2019

2020

KPI: Proportion of plants whose audit result is deemed

to be average or compliant^(a)

not applicable

98%

99%

(a) After corrective action.

As part of an internal control, 31 additional audits were carried out to ensure the quality of the audits carried out by Fnac Darty controllers.

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Health and Safety

All mechanisms put in place to ensure the quality of a product, and the health and safety of its user, result in particularly high-quality own-

brand products, as the following indicators show:

2018

2019

2020

Level of demand^(a)for branded products

3.15%

3.09%

2.93%

2.87%

2.63%

2.78%

Level of demand for own-brand products and products under license

(a) Demand: all repairs and post-sale exchanges.

Risk mapping in progress at Nature Découvertes: in order

to incorporate the subsidiary into the Group’s Vigilance Plan, the

Nature Découvertes teams initiated work in 2020 on mapping

their risks specifically in regard to the sourcing of own-brand

products. This mapping will identify the least well-controlled risks

so that action plans can be created to prevent them. In addition,

the teams of the two companies have begun to standardize certain

control processes for suppliers and plants which produce products

for Nature Découvertes.

At the same time, Nature Découvertes continues to rely on a

Responsible Purchasing Charter for its suppliers. This refers to the

conventions of the International Labor Organization and describes

the principles and standards with which suppliers undertake to

comply. Of the 559 active suppliers in 2020, 270were signatories

to the Charter at the end of 2020. These suppliers accounted for

more than 66% of purchases of Nature Découvertes own-brand

products.

2020

KPI: Share of Nature Découvertes suppliers that have signed the Responsible Purchasing Charter

48%

Priority areas for 2021

Risks identiﬁed

n Finalization and implementation of the action plan to apply Fnac

Darty’s processes to the monitoring of plants producing for

Nature Découvertes.

Due to the countries that manufacture the goods marketed on the

Marketplace (mainly located in Asia),and because of extremely

high growth, market place activity poses risks to:

n Strengthening of control procedures for plants located in

n fundamental freedoms and human rights (working time,

compensation, freedom of association, forced labor, child

labor);

Europe and Turkey.

n Training of teams in charge of auditing ethical rules (initially

scheduled for 2020 and postponed due to the public health

situation).

n the health and safety of employees in producing plants (in the

event of non-conformity of facilities and personal protective

equipment);

2.5.3.3.2 / Mitigation of risks associated

with the Marketplace

n the health and safety of consumers (in the event of non-

compliance of the manufactured products with European

standards and a lack of control on their performance and

conditions of use);

The Marketplace was created to ensure greater availability of

products and expand the product range. Therefore, new product

categories have been added to the Group’s classic catalog: toys

and games since 2009, then sport, gardening, DIY and, most

recently, home furnishings, which includes furniture and bedding.

n the environment (in the event of mismanagement of unsold

items and poor environmental practices in the plants, and due

to the environmental impact of international transportation).

2020 key ﬁgures:

n more than 4,000 sellers on the Fnac Darty Marketplace;

n 30 million active items.

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Risk prevention and mitigation policy

Due diligence

Priority areas for 2021

Fnac Darty is continuing its projects in 2021 to make the

Marketplace ever more qualitative, based on the strengths and

strategy of the Group: transparency, advice, sustainability.

Any new vendor is subject to an audit, carried out by an

independent body, that looks at two areas: regulations issued

by the French Prudential Supervision and Resolution Authority

(Autorité de contrôle prudentiel et de résolution or “ACPR”) and

banking compliance. Validation of the vendor’s file is required

before contracts will be placed.

2.5.3.3.3 / Risk mitigation associated

with logistics, after-sales and delivery

At the heart of the Fnac Darty model, the logistics, delivery and

after-sales operations have been identiﬁed as the most exposed to

health and safety risks. These businesses are by nature accident-

prone, and these risks are more likely to occur in the event of

a breach of the principles of risk precaution and prevention

(procedures, training, control). The most signiﬁcant risks identiﬁed

are:

Partner vendors undertake to comply with the Marketplace’s

General Terms and Conditions of Use, acceptance of which

includes compliance with the Group’s Business Code of Conduct.

User security

Performance indicators relating to quality and compliance with the

GTCU are monitored by the managers of the Marketplace: there is

a test procedure in place, in the event of non-compliance with the

General Terms and Conditions of Use, which includes notiﬁcation

of testing, veriﬁcation, and, if the problem persists, notiﬁcation of

termination of the relationship.

n road trafﬁc accidents;

n miscellaneous accidents and musculoskeletal disorders related

to handling activities (carrying loads, repeated movements,

vehicle-pedestrian collisions, etc.);

n accidents related to the installation or handling of electrical and

electronic equipment (risks caused by lithium batteries and gas

or electricity installations).

Action plans undertaken in 2019-2020

In 2019, the Group’s compliance with ACPR was completed and

it incorporated the Business Code of Conduct into the General

Terms and Conditions of Sale.

These risks, the associated mitigation policies and the results of

these policies are described in the social portion of this chapter,

in paragraph 2.1.3.

In addition, Fnac Darty has significantly tightened its control

procedures for salespeople in 2020.

2020 Results

It should be noted that while the frequency rate of accidents with

stoppage time increased over the consolidated scope, the Fnac

Logistics entity, which includes the Group’s main warehouses, saw

its rate decrease by 5%, despite the increase in activity dueto the

situation in 2020: it was 25.68% in 2020 compared to 27.07% in

2019. Similarly, the accident severity rate for Fnac warehouses

was down 16%: 1.51% in 2020 compared with 1.79% in 2019.

2020 Results

The due diligence measures put in place by the Group make it one

of the most robust Marketplaces.

Post-clearance monitoring procedures (on the rate of complaints

in particular) have resulted in the Group launching approximately

1,054 tests (compared with 500 in 2019) and removing

379 vendors from the approved list in 2020.

France (Fnac and Darty)

Group

2019

2018

2019

2020

2018

2020

Scope: Group, excluding Nature Découvertes

KPI: Frequency rate of workplace accidents

with stoppage time^(a)

KPI: Severity of accidents at work^(a)

32.03

1.92

32.30

1.82

35.30

2.18

25.39

1.41

27.48

1.46

30.08

1.74

(a) Fixed-term + open-ended contract workers, excluding Nature Découvertes, whose entry values for calculating these indicators differ

from those of Fnac Darty.

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NON-FINANCIAL PERFORMANCE DECLARATION

Ensuring exemplary business conduct

the obtaining or renewal is being better monitored in the case of

regulatory training).

Priority areas for 2021

Fnac Darty aims to reduce the risk of workplace accidents

through the action plan dedicated to strengthening and monitoring

mandatory training (regulatory or deemed essential for the proper

conduct of the Group’s operations), supervised by the Ethics

Committee and the Fnac Darty Academy. Gas and electricity

certiﬁcation, as well as four training courses on road safety are

some of the training courses which are mandatory (or where

An action plan for the inherent risk inhandling lithium batteries,

which is adapted to the various ways of managing risk and the

various processes depending on the site will be deployed. It will

apply as much to buildings (isolated storage areas) as storage

(appropriate containers) and raising risk awareness among the

teams.

2.5.4 / ADOPTING A RESPONSIBLE TAX POLICY

n purchases of companies do not necessarily entail a merger as

2.5.4.1 / Worldwide presence of Group

the banners are different (Nature Découvertes, WeFix, Fnac,

Darty).

In 2020, the Group was composed of 51 legal entities, 33 of

which are located in France. Of these French entities, 28 entities

are members of a tax consolidated group within the meaning of

Article 223 A of the French CGI (French Tax Code) in 2020. Other

French entities do not meet the legal conditions for being part of

the tax consolidation.

In other countries, the number of entities is smaller and each entity

brings together the stores of a banner. For example, there is only

one banner in Spain, and therefore only one company: Fnac Spain.

In Luxembourg, there are two companies that each operate a

store: one under the Nature Découvertes banner and the other

under the Fnac banner. The Group’s presence in Monaco has just

one store.

Other than the United Kingdom, which has a scheme similar to the

tax consolidation scheme, which the Group’s English subsidiaries

have chosen, the Group’s entities established outside France are

not members of an equivalent scheme.

With the exception of the United Kingdom, China and Hong

Kong, theGroup’s presence in a country ismaintained through

the operation of a store under one of the Group’s banners. The

presence in the UK is linked to the history of the Darty Group,

which was listed in the United Kingdom until its buyback in 2016.

Accordingly, there are still two holding companies in the United

Kingdom, one of which will soon be dissolved because it’s inactive,

and the other, Darty Limited, formerly the parent company of

Darty Group, only exists to ﬁnance the retirement fund for Comet

employees, who were part of the same group, and for whom

Darty Limited took over the obligations. The Group’s presence in

Hong Kong and China relates to Darty’s manufacturing of small

domestic appliances for its own brands such as Proline or for

brands licensed by third parties. This manufacturing requires a

local team responsible for quality control in the subcontractors’

manufacturing plants as well as a team responsible for product

speciﬁcations.

In France, the Group has numerous entities for the following

reasons:

n Fnac stores are grouped together in entities by geographical

region (for example, Fnac Paris for the Paris stores, Codirep for

stores in the Paris region) or by type of store (Fnac Périphérie

groups together smaller stores located on the outskirts of

towns);

n Darty stores are also grouped together by large geographical

region (Île-de-France for Établissements Darty et Fils, the west

of France for Darty Grand Ouest and the east of France for

Darty Grand Est);

n some activities require dedicated entities: after-sales service

operations (managed by MSS), home training that requires an

enhancement (A2I) and ticketing activities;

2020 UNIVERSAL REGISTRATION DOCUMENT

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NON-FINANCIAL PERFORMANCE DECLARATION

Ensuring exemplary business conduct

a presence in 11 countries. The Group has operating companies

that run the stores and whose tax expense is consistent with

and proportional to their contribution to the Group’s earnings,

which illustrates a principle of tax compliance rather than value

creation. As the weight of the business activities conducted in

France is particularly large for the Group, this is where the tax

expense is highest. The Group’s head ofﬁce, purchasing and cash

management activities are focused in France.

2.5.4.2 / Key ﬁgures

2.5.4.2.1 / Distribution consistent

with business activity

Fnac Darty is committed to paying taxes and contributions in

each country where it operates and doesnot participate in any

tax avoidance schemes. Through its subsidiaries, Fnac Darty has

Corporation tax and

corporate value-

(€ thousand)

added tax (CVAE)^(a)

Local taxes^(b)

Other taxes^(c)

Total

France

70,956

Deﬁcit in 2020

1,534

31,270

516

8,760

110,986

1,064

1,534

8,036

Spain

548

Portugal

Belgium

6,289

1,747

Luxembourg

Monaco

Deﬁcit in 2020

158

Germany

Switzerland

United Kingdom

China

210

Deﬁcit in 2020

Hong Kong

TOTAL

78,969

33,583

9,360

121,911

(a) Excluding deferred taxes and exceptional expenses for corporate income tax (CIT) related to tax audits.

(b) In France, this includes: property tax, CFE, tax on ofﬁces in Île-de-France, tax on commercial premises and tax on brands.

2.5.4.2.2 / Streamlining of the effective tax rate

2.5.4.2.3 / An important source of income

for French local authorities

The effective tax rate for the Group is 40.27% for the 2020 ﬁnancial

year. The impact of the corporate value-added tax (CVAE) is9.54%

(included in the corporate tax in the Group’s ﬁnancial statements).

Restated for the corporate value-added tax (CVAE), the Group’s

tax rate is in line with the Group’s corporate income tax rate (CIT),

given the country mix, i.e. around 30%.

Fnac Darty has a particularly dense geographical coverage in

France. The Group’s stores and e-commerce sites generate a total

of €50 million in local taxes.

These local taxes consist of property tax, tax on ofﬁces in Île-

de-France, the Corporate Real Estate Tax, tax on commercial

premises, tax on brands, which is a total of €30 million, and the

corporate value-added tax (CVAE), which is €20 million. These

taxes directly beneﬁt French local authorities, enabling them to

ﬁnance their activities.

It should be noted that the gradual reduction in the corporate

tax rate in France has an impact on the effective tax rate since

deferred taxes are recalculated at a lower rate than those of the

previous year; this year this will impact favorably on the calculation

of the tax rate.

The Group is therefore heavily involved in ﬁnancing local authorities

in which it operates numerous stores, offering an unparalleled

geographical coverage for a specialized retail group.

112 2020 UNIVERSAL REGISTRATION DOCUMENT

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Ensuring exemplary business conduct

Fnac Darty ensures that all its entities comply with the tax

regulations applicable to it.

2.5.4.3 / Tax policy

The tax policy of Fnac Darty aims to:

DAC 6

n make the tax costs associated with the operation of the Group’s

The “DAC 6” Directive requires ﬁnancial intermediaries, and in

some cases taxpayers themselves, to declare to the tax authorities

any potentially aggressive international tax operations they have, if

at least one “hallmark” covered by the Directive exists.

brands foreseeable;

n reduce its exposure to tax risks;

n preserve its reputation and image.

The Group does not have an aggressive tax planning scheme and

believes that it is not required to ﬁle the statement provided under

DAC 6.

These objectives are consistent with several of the Group’s CSR

commitments, such as promoting the economic and cultural

development of regions and ensuring the exemplary conduct of

its business.

IFRIC 23

By paying taxes in the States and local authorities where it creates

value, Fnac Darty contributes to the quality of life and improvement

of public infrastructures for its customers.

IFRIC 23 – Uncertainty over Income Tax Treatments clariﬁes the

application of the provisions of IAS 12 “Income Taxes” relating to

recognition and evaluation when there is uncertainty regarding the

treatment of income tax.

2.5.4.3.1 / Tax risk management

To this end, the IFRIC 23 interpretation sets out a single uniform

method for recognizing tax risks.

Governance

During the ﬁrst half of 2019, the Group standardized its tax risk

recognition process, implementing standardized procedures for

communication between the subsidiaries of all tax jurisdictions

and the Group’s Tax Department. Under the new process, if

an uncertain tax position is likely not to be accepted by the tax

authorities, this situation is reﬂected in the ﬁnancial statements in

tax payable or deferred taxes. As of December 31, 2020, uncertain

tax positions were assessed in accordance with the new standards

and, at the end of this assessment, no new risks were detected.

The Group’s Tax Department is made up of experienced

employees. It also relies on the tax expertise of the heads of

accounting who manage the tax reporting obligations. They are

assisted by external tax advisers as necessary, in particular to

clarify complex points of law.

In addition, each department in the Group has an obligation for

internal control. When this department ﬁnds a tax risk, it must

notify the Group Tax Department.

The Group Tax Department advises and assists the operational

departments and subsidiaries speciﬁcally on the following:

Transfer prices

Fnac Darty applies the arm’s length principle to transfer prices.

Transfer prices are not, under any circumstances, a tax planning

tool (the transfer of proﬁts to a country with a lower tax rate than

another, optimization of losses).

n regulatory tax oversight and help with implementing new tax

rules. For example, the Tax Department prepared the Group’s

subsidiaries in 2020 for the new rules of the E-commerce

Directive that will apply on July 1, 2021;

In particular, the Group’s entities outside France are free to

purchase goods from the purchasing department located in

France. The operational demands of each entity dictate whether

or not they make use of this.

n tax control assistance;

n drafting of tax documentation such as transfer pricing

documentation;

In order to set its transfer prices, the Group tries to ﬁnd the most

conventional method that complies with OECD principles, while

maintaining simple guidelines and methods for the calculation.

n helping subsidiaries on the tax aspect of operational projects;

n the tax audit of companies within the Group’s scope, andtax

audits on ad hoc matters.

The Group’s transfer prices consist primarily of the re-invoicing of

head ofﬁce expenses, the invoicing of interest by the centralized

cash company, and the sale of goods by the purchasing center

located in France to French or foreign subsidiaries. Transfer prices

are regularly audited by the tax inspectors during their tax audits.

Acceptable tax risks

The Group does not use any optimization system or aggressive

tax planning.

For each transaction, the Group assesses the tax risks relating to

a speciﬁc tax position.

2020 UNIVERSAL REGISTRATION DOCUMENT

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NON-FINANCIAL PERFORMANCE DECLARATION

Ensuring exemplary business conduct

However, the Group only has a limited number of tax disputes in

progress before the courts.

2.5.4.3.2 / Relations with the tax authorities

Fnac Darty works in a transparent way with the tax authorities in

the various countries in which it operates.

These limited and technical issues show that the Group has few

disputes with the tax authorities.

Tax controls

Fnac Darty procedures for the tax authorities

with regard to third parties

The Group is fully aware that the maintenance of high-quality

public services, from which it beneﬁts, depends on the veriﬁcation

by the tax authorities that the tax payable and paid by the Group

has been calculated properly.

The Group also receives numerous right-to-information requests

concerning other taxpayers, particularly as partof a veriﬁcation

process that sellers operating through a platform are complying

with their VAT obligations. The departments concerned process

these requests quickly, in coordination with the Tax Department.

Fnac Darty is subject to regular tax audits. In France, several

Group companies are continually under a tax audit. As such, in

2020, seven companies in France were in the process of account

veriﬁcation and two tax audits are still in progress in Belgium.

In accordance with the law, Fnac Darty ﬁles declarations which

facilitate the monitoring by the tax authorities: salary declarations,

declaration of fees, declaration of income from platform sellers.

As tax law is sometimes subject to interpretation and uncertain

positions, the Group does not hesitate to call on the tax authorities

to request a ruling or a tax position. For example, in 2020, three

requests for rulings were sent to the French tax authorities. Despite

these procedures, it is still possible that tax audits will expose

undetected tax risks or that disagreements may arise with the

tax authorities over a difference in the interpretation of local or

international tax regulations, or over the assessment of a factual

situation.

Other relationships with the tax authorities

The Group is a member of various professional bodies which

promote retailers’ opinions. It expresses its individual opinion at

meetings or public consultations.

Fnac Darty has made no request to the tax authorities of any

country to obtain any tax advantage in regard to the taxation of

its proﬁts.

114 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Summary of published indicators and KPI

2.6 / Summary of published indicators and KPI

Consistency table for Fnac Darty indicators and risks/commitments

The ﬁgures shown are in the current scope. Unless otherwise speciﬁed, the scope is the Group.

Risks:

Commitment 1: develop human capital

The development of business lines in a context of digital acceleration

n Develop skills and employability

n Promote gender equality and quality of life

in the workplace

n Guarantee employee health and safety

Indicators

2019

2020

Page

EMPLOYEES AND ORGANIZATION OF WORK

Workforce (open-ended and ﬁxed-term contracts)

Proportion of open-ended contracts

24,046

88.3%

11.8%

24,886

89.3%

12.5%

Proportion of temporary workers (from ﬁxed-term contract + open-ended

contract + temporary employees)

Average seniority of employees on open-ended contracts (number of years)

Proportion of full-time workers (from employees on open-ended contracts)

Proportion of managers (from employees on open-ended contracts)

TRAINING

12.8

81.9%

22.6%

12.5

82.9%

23.7%

p. 60

Proportion of employees trained via classroom programs

Average number of training hours per employee trained via classroom programs

Proportion of employees trained via classroom programs or remotely

66.0%

15.3

37.4%

13.7

82.9%

14.2

75.8%

9.1

KPI: Number of training hours (across all formats) per employee trained

via classroom programs or remotely

KPI: share of payroll allocated to training

ABSENTEEISM

2.52%

2.78%

p. 63

p. 67

KPI: absenteeism due to sickness

Overall absenteeism

4.61%

6.46%

5.17%

7.01%

HEALTH AND SAFETY

KPI: frequency rate of workplace accidents with stoppage time

(excluding Nature Découvertes)

27.48

1.46

30.08

1.74

KPI: severity of workplace accidents with stoppage time

(excluding Nature Découvertes)

Number of employees trained in safety

Total number of hours of safety training

6,000

31,514

14.2

4,985

18,618

8.7

Number of accidents caused by an employee (fully responsible)/

ﬂeet of vehicles owned by Fnac Darty (Fnac France and Darty France scope)

2020 UNIVERSAL REGISTRATION DOCUMENT

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NON-FINANCIAL PERFORMANCE DECLARATION

Summary of published indicators and KPI

Indicators

2019

2020

Page

GENDER EQUALITY

KPI: percentage of women in Leadership Group roles

24.3%

p. 62

KPI: Proportion of women granted at least one individual raise

during the year

33.2%

(29.7%

for men)

22.9%

(23.5%

for men)

Gender equality index (consolidated)

39.0%

35.7%

13.6%

50%

39.6%

37.0%

18.2%

43%

Percentage of women in the total workforce

Percentage of manager-level women in the workforce

Percentage of female store managers

Percentage of women on the Board of Directors

Percentage of women on the Executive Committee

Proportion of employees with disabilities in the total workforce

33.3%

4.4%

33.3%

4.1%

p. 63

p. 64

Percentage of people with disabilities newly recruited under

open-ended contracts

1.1%

0.7%

NPS employees (recommendation score out of 10)

7.5

Risks:

Commitment 2: promote sustainable

consumption and an educated choice

n Help customers make an educated choice

n Encourage repairs

Sustainability of the business model and new consumption patterns

n Give a second life to products

n Ensure waste collection and recycling

n Contribute to public debate around sustainability

Commitment 3: contribute to the social

and cultural development of territories

n Provide access to culture to as many people

as possible

n Increase the positive impact on the territories

Indicators

2019

2020

Page

Sustainability score (Darty France scope)

100

105

p. 71

KPI: share of products certiﬁed as “sustainable choice” in the revenue

of eligible categories (Darty France scope)

KPI: percentage of products with an environmental certiﬁcation

in the offer (Nature Découvertes scope)

11%

76.4%

1.7

p. 73

KPI: share of revenue generated by products with a positive impact

(Nature Découvertes scope)

Number of products repaired in workshops, at home, in-store, in call centers,

1.8

by WeFix (in millions)

Number of WeFix repair points

4,268

51,489

118

5,758

49,943

p. 74

p. 78

p. 77

p. 83

p. 82

p. 84

KPI: volumes of packaging (cardboard and plastic) consumed (in tons)

KPI: volumes of electrical and electronic waste collected (in tons)

Number of stores opened

Number of cultural events

10,430

264

2,393

340

Donations collected in-store and on commercial websites

(Fnac France and Darty France scope) (in thousands of euros)

Number of projects supported by the Nature Découvertes Foundation

163

108

p. 83

116 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Summary of published indicators and KPI

Risks:

Commitment 4: reduce impacts

on the climate

The climate emergency and its consequences on companies

n Strengthen governance and integration

of climate risks

n Reduce emissions generated by transportation

and energy from sites

n Extend emissions management to products,

services and employee travel

Indicators

2019

2020

Page

Energy consumption of sites by surface area (kWh/m²)

120

9.4

107

5.2

p. 92

KPI: CO₂emissions generated by site energy consumption

per square meter (market-based) (kg CO₂eq)

KPI: CO₂emissions generated by site energy consumption

16.6

14.3

p. 92

per square meter (location-based) (kg CO₂eq)

CO₂emissions generated by site energy consumption (market based) (t CO₂eq)

CO₂emissions generated by site energy consumption (location based) (t CO₂eq)

14,863

26,185

16.9

8,544

23,514

p. 92

p. 93

KPI: CO₂emissions generated by transportation of goods to stores

per pallet (Fnac France and Darty France scope) (kg CO₂eq)

KPI: CO₂emissions generated by transportation of goods to stores

per kilometer (Spain, Portugal, Switzerland, Belgium, Nature Découvertes

scope) (kg CO₂eq)

5.47

3.71

p. 93

CO₂emissions generated by transportation of goods to stores (t CO₂eq)

KPI: CO₂emissions generated by last-mile delivery per delivery (kg CO₂eq)

CO₂emissions generated per last-mile delivery (t CO₂eq)

26,326

7.14

23,154

6.21

p. 93

p. 97

p. 98

14,416

6.48

14,090

6.37

KPI: CO₂emissions generated by after-sales service travel

per service call (kg CO₂eq)

CO₂emissions generated by after-sales service travel (t CO₂eq)

4,881

2.72

4,716

2.54

p. 98

p. 99

KPI: CO₂emissions generated by products for repair traveling

to after-sales service workshops per repaired product (kg CO₂eq)

CO₂emissions generated by products for repair traveling to after-sales service

workshops (t CO₂eq)

2,355

0.51

1,890

0.53

p. 99

p. 95

KPI: CO₂emissions generated by “e-commerce” ﬂows per parcel

(kg CO₂eq)

CO₂emissions generated by “e-commerce” ﬂows (t CO₂eq)

CO₂emissions generated by site transport and energy consumption (t CO₂eq)

Scope 1 (t CO₂eq)

5,909

68,750

14,542

7,030

9,963

62,356

13,301

1,766

47,289

8.3

p. 94

p. 90

Scope 2 – market-based (t CO₂eq)

Scope 3 (t CO₂eq)

47,177

9.57

CO₂emissions from transportation and energy from sites by revenue (t CO₂eq)

2020 UNIVERSAL REGISTRATION DOCUMENT

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NON-FINANCIAL PERFORMANCE DECLARATION

Methodology note

Risks:

Commitment 5: ensure exemplary

business conduct

Ethics for all based on a model of development through partnership

n Protecting the personal data of employees

and customers

n Preventing the risks of corruption

n Implementing a Vigilance Plan

n Ensuring ﬁscal responsibility

Indicators

2019

2020

Page

KPI: percentage of factory audits whose score is deemed

98%

99%

p. 108

to be compliant or average (Fnac Darty)

Level of demand for own-brand products and products under license

(Darty France)

2.87%

2.78%

48%

p. 109

KPI: percentage of Nature Découvertes suppliers

that have signed the Responsible Purchasing Charter

2.7 / Methodology note

The Non-financial Performance Declaration (Déclaration de

Performance Extra-Financière or “DPEF”) is drafted by the Group’s

CSR Department, who also coordinates the reporting of non-

ﬁnancial data. This data comes from the departments concerned

(Human Resources, Logistics, Maintenance, Purchasing, Sales,

etc.) in France and the other countries.

Methodological speciﬁcations for social data

The consolidation scope corresponds to all legal companies

whose employees are included in the dedicated human resources

information system. Therefore, Fnac Appro Groupe and stores in

train stations or airports are excluded.

The data is entered into a reporting tool, making the collection,

monitoring and management of performance indicators easier. The

reporting methodology is set out in a protocol that is updated each

year and sent to contributors when data collection begins.

The scope of the coverage corresponds to 99.43% of the

workforce of the ﬁnancial consolidation.

As Billet Reduc and CTS Eventim France joined Fnac Darty’s HIRS

in mid-2020, both companies are also excluded for this year.

All published ﬁgures are subject to several consistency checks,

both in-house and external (by an independent third party).

Unless speciﬁed, temporary workers are not recognized as part

of the workforce.

As they are independent, the workforce of franchises are also

excluded.

Reporting scope

Unless speciﬁed, the scope covers all subsidiaries of the Group.

Methodological speciﬁcations

for environmental data

In view of their independence, franchises are excluded from

the scope of publication. However, they are indirectly included

in the reporting of CO₂emissions, as they beneﬁt from freight

transportation ﬂows and other B2C ﬂows.

The scope of consolidation corresponds to all the Group’s

operating subsidiaries, except for WeFix.

The stores that closed in 2020 or opened after June 30, 2020

are excluded from the reporting scope. Any other exclusion from

the reporting scope is indicated and explained in the relevant

section(s).

As part of its process of continuous improvement, Fnac Darty

improves year on year its provision of comprehensive data on

its direct and indirect CO₂emissions. The table below shows the

scope of the ﬁgures published in the DPEF (section 2.4). “not

applicable” refers to a transportation ﬂow or fuel that is not used;

“not available” means that, to date, it has not been possible to

collect the data.

Data is collected for the previous calendar year, from January 1 to

December 31. If the full-year data is not available, the reporting

period may be shifted, but will still cover a genuine period of twelve

consecutive months, in order to take into account the seasonality

of the Company’s activity.

118 2020 UNIVERSAL REGISTRATION DOCUMENT

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NON-FINANCIAL PERFORMANCE DECLARATION

Methodology note

Fnac France Fnac Belgium

and

Fnac

Spain

Fnac

Portugal

Fnac

Switzerland

Nature

Découvertes

Source of emissions

Darty France Vanden Borre

Sites’ power

Electricity

Heating oil

not applicable

not applicable not applicable not applicable

not available not available not available

(a)

Refrigerants

not available

Natural gas

not applicable not applicable not applicable

not applicable not applicable not applicable not applicable not applicable

Heating networks

Refrigeration networks

Warehouse-stores

not applicable not applicable

Logistics

transportation transportation

E-commerce

Last-mile delivery

not applicable

After-sales visits

not applicable not applicable not applicable not applicable

not applicable not applicable

After-sales workshop

ﬂows

(a) Calculated based on speciﬁc data but not included in the total scope 1 to date.

CO₂emissions were calculated using the Carbon Balance method, which divides emissions into three scopes (1, 2 and 3).

Type

Description

Indicators included to date

Scope 1

= direct emissions from ﬁxed and mobile sources

n Transportation carried out by the fully owned ﬂeet:

home service calls, last-mile delivery

n Energy: gas, oil

Scope 2

Scope 3

= indirect emissions related to consumption

of electricity, heat and cooling from a network

n Energy: Electricity, cooling networks,

heating networks

= other indirect emissions (related to other stages

of the life cycle: manufacturing, transport, end-of-life)

n Transport, energy

The selected unit is the equivalent CO₂.

n fuel consumption by vehicles delivering large domestic

appliances to customers, and by those of home

technicians: the calculations are based on speciﬁc data. Fuel

consumption is multiplied by the relevant emission factors

(combustion phase – scope 1) for each type of fuel used (Base

Carbone).

The emission factors used to calculate CO₂emissions are primarily

those recommended by the ADEME (French Environment and

Energy Management Agency) in the “Base Carbone” database (last

available ﬁgures). Fnac Darty holds the emission factors supplied

by its service providers or suppliers on some speciﬁc items. For

market-based energy, the emission factors are calculated by AIB.

GHG emissions related to cooling gases were measured for the

ﬁrst time in 2020. They are calculated but not included to date

in the scope 1 reported in the Group’s carbon balance report for

2020, as they are non-exhaustive (see data available above).

Scope 1

Fnac Darty’s direct greenhouse gas emissions come from:

Emissions related to the fuel consumption of function and service

vehicles are measured but not exhaustively. They are not yet

included in scope 1.

n gas and fuel consumption at the Group’s various sites:

the calculations are based on speciﬁc data. For each energy

source, Fnac Darty multiplies the energy consumption by the

relevant emission factor (combustion phase – scope 1 – Base

Carbone);

For these two emissions items, the calculations are based on

speciﬁc data: the kilograms of cooling gas emissions and fuel

consumption are multiplied by the relevant emission factors (Base

Carbone).

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 119

NON-FINANCIAL PERFORMANCE DECLARATION

Methodology note

n palettes of new products transported between

warehouses, logistics centers and stores (downstream

transport): to measure the carbon footprint of goods transport,

the Group’s various subsidiaries use several methodologies,

based on the available data entered:

Scope 2

Fnac Darty’s indirect greenhouse gas emissions come from

electricity consumption and energy supplied by the heating

networks of the Group’s various sites. The calculationsare

based on speciﬁc data;

calculation based on the fuel consumption of the trucks: the

liters of fuel or kilograms of gas are then multiplied by the

relevant emission factors (Base Carbone),

n electricity: the emissions generated by the electricity

consumed have been quantiﬁed according to market-based

and location-based methods since 2020. Electricity-related

emissions for 2019 were recalculated in accordance with

this methodology. Fnac Darty has chosen the market-based

method to monitor its performance, in particular its responsible

energy purchasing policy.

calculation based on the distance traveled by type of

truck: the distances traveled are related to the average

consumption of the various vehicles used (source: ADEME)

then the liters consumed are multiplied by the relevant

emission factors (Base Carbone),

Emissions related to market-based electricity are calculated

on the basis of the emission factors provided by the Group’s

various electricity suppliers. When these are not available, the

calculation is based on the supplier’s production capacity mix.

The consumption associated with each energy source is then

multiplied by the emission factors speciﬁc to each energy (Base

Carbone) corresponding to the emission phase. For European

countries and for the recalculation of French emissions in 2019,

Fnac Darty calculates market-based emissions based on the

residual mix (source AIB);

calculation based on tons.km: the weight of the palettes is

multiplied by the km traveled, then by the relevant emission

factors (Base Carbone);

n the dispatch of packages ordered on the Group websites:

in order to reﬁne the emissions calculation, Fnac Darty has

been calculating this emissions item since 2020 based on the

GHG balance for the various service providers. These balances

(averages of their activity or speciﬁc to the volumes transported

for Fnac Darty) are based on the number of packages assigned

to these service providers and weighted according to the

average weight of packages, in order to obtain emission factors

speciﬁc to each supplier. For service providers who are unable

to provide GHG assessment results, Fnac Darty applies the

emission factor of the service provider with the most similar

logistics and ﬂeet. This approach has revealed very different

impacts from one service provider to another, and from one

service level to another (delivery to a collection point or home

delivery), allowing Fnac Darty to work on its service mix or

supplier mix accordingly;

n heat and cooling networks: some of the Group’s sites are

connected to heating and cooling networks. The associated

energy consumption is multiplied by the emission factors

speciﬁc to these networks (carbon base).

Scope 3

Other indirect greenhouse gas emissions from Fnac Darty (those

which to date are measured) originate from:

n the energy consumed by the Group’s sites: the

methodology used is the same as for scopes 1 and 2, but the

emission factors are speciﬁc toemissions generated by other

phases of the energy life cycle (source: Base Carbone, supplier

data, AIB);

n the dispatch of large products (mainly large TV sets)

by the subsidiaries Fnac Spain, Fnac Portugal and Fnac

Switzerland: the default emissions factor used is that which

corresponds to the dispatch of a 20 kg TV set by a service

provider based in France;

n fuel consumption for transporting large domestic

appliances and large televisions (last-mile delivery) and

for travel by after-sales technicians visiting homes: the

methodology used is the same as for scope 1, but the emission

factors are speciﬁc to emissions generated by other phases of

the energy life cycle (source: Base Carbone);

n dispatch of spare parts to service centers, for after-sales

technicians: the volumes of spare parts are multiplied by the

emission factors transmitted by the transport provider (these

factors vary according to the size of the part);

120 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Methodology note

n dispatch of breakdown products to Group repair centers:

Methodology concerning our response

to the DPEF

for France, there is a ﬂow of couriers (Fnac Darty relies on

either the CO₂balance of providers, or on the volumes

multiplied by a default emission factor) and a flow that

passes through internal shuttles (sub-contracted). For the

internal shuttle ﬂow, the distances traveled are related to the

average consumption of the various vehicles used (source:

ADEME) then the liters consumed are multiplied by the

relevant emission factors (Base Carbone),

The Non-financial Performance Declaration (DPEF) requires

companies to describe their most signiﬁcant non-ﬁnancial risks,

and set out their business model, incorporating the CSR risks and

issues deemed to be priorities.

To this end, in 2018 the CSR Department engaged in extensive

consultation with internal and external stakeholders to identify the

key non-ﬁnancial risks and related challenges. These key risks

and challenges were presented to and validated by the Executive

Committee, before being used as a basis for discussion with all

departments concerned in order to identify the most relevant

indicators to summarize the Group’s non-ﬁnancial performance.

for the rest of the Group, volumes are multiplied by a default

emissions factor;

n for the dispatch of second-hand products: Fnac Darty

relies on the CO₂balance of the service providers and, for those

who do not provide balances, it relies on a default emissions

factor;

The CSR Department worked closely with the Internal Audit

Department for the risk analysis, and with the Finance Department

for the deﬁnition of the business model.

n business travel: the Group relies on reports from travel

agencies;

Each year, the Group seeks to extend the reporting scope and

relevance of the performance indicators it monitors. As a result,

the indicators adopted in 2020 cannot always be compared with

2019, as the data is not available.

n work commutes: estimated for the ﬁrst time in 2020, CO₂

emissions related to work commutes were calculated based

on data from a survey of 3,429 employees, i.e. nearly 20% of

the workforce of Fnac and Darty France. The answers were

then extrapolated to all employees in France. The Group

crossed the distance data with the theoretical number of days

worked per employee, and then with the modes of transport

provided by the respondents. The emission factors used come

from the Base Carbone and have been averaged for certain

modes of travel (e.g. for “own car”, the emission factor used is

an average of the emission factors of various fuels).

Conversely, certain indicators published in previous years were

not considered sufficiently relevant to describe the Group’s

performance and therefore be part of this DPEF.

Key indicators will be deﬁned in the relevant section (s).

Following the consultations conducted by Fnac Darty for its

materiality analysis, some information required under the DPEF was

deemed to be insigniﬁcant. Therefore, the following information

will not be published: “Means of combating food insecurity and

waste, and promoting respect for animal welfare and responsible,

equitable and sustainable food”. However, information on the

actions taken by Nature Découvertes to combat food waste is

described in 2.2.3.3.

As part of its process of continuous improvement, Fnac Darty

improves the measurement and monitoring of these emission

items each year. However, this approach requires corrections and

sometimes recalculations. That is why the CO₂data published in

2020 for 2019 may vary compared to the data published in the

2019 DPEF. Any signiﬁcant adjustments are shown under the data

concerned.

This document has been audited by an independent third party

(ITP) whose conclusions are presented at the end of the chapter.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 121

NON-FINANCIAL PERFORMANCE DECLARATION

Independent Third-Party Report by one of the Statutory Auditors on the Consolidated Non-financial Performance Declaration

2.8 / Independent Third-Party Report by one

of the Statutory Auditors on the Consolidated

Non-ﬁnancial Performance Declaration

Year ended December 31, 2020

The responsibility of the independent third party

appointed as Statutory Auditor

To the General Meeting,

Our role, on the basis of our work, is to deliver a justiﬁed opinion

In our professional capacity as an independent third party (ITP)

expressing a conclusion of moderate assurance on:

appointed as Statutory Auditor of your company (hereinafter the

“entity”), accredited by Cofrac under number 3-1049^(1),we hereby

n the conformity of the Declaration with the provisions of Article

present you with our report on the consolidated Non-ﬁnancial

R. 225-105 of the French Commercial Code; and

Performance Declaration for the year ended December 31,

2020 (hereinafter the “Declaration”), presented in the entity’s

Management Report pursuant to the provisions of Articles

paragraph 3 of parts I and II of Article R. 225-105 of the French

L. 225-102-1, R. 225-105 and R. 225-105-1 of the French

n the accuracy of the information provided pursuant to

Commercial Code, namely the results of policies, including key

performance indicators, and actions relating to the main risks,

Commercial Code.

hereinafter the “Information”.

The entity’s responsibility

However, it is not our role to express an opinion on the entity’s

compliance with other applicable legal and regulatory provisions,

in particular with regard to the Vigilance Plan (“Plan de Vigilance”)

and the ﬁght against corruption and tax evasion, nor to comment

on the conformity of products and services with applicable

regulations.

It is the role of the Board of Directors to draft a Declaration in

accordance with the legal and regulatory provisions, including an

overview of the business model, adescription of the main non-

ﬁnancial risks, an overview of the policies in place with regard

to these risks and the results of these policies, including key

performance indicators.

Nature and extent of the work

The Declaration was drafted following company procedure

(hereinafter the “Guidelines”), the key elements of which are

included in the Declaration and are available from the entity’s

registered ofﬁce on request.

Our work outlined below was carried out in accordance with the

provisions of Articles A. 225-1 etseq. of the French Commercial

Code and in accordance with the professional standards of

the French national auditing body (Compagnie Nationale des

Commissaires aux Comptes) for this assignment, as well as

Independence and quality control

international standard ISAE 3000 ⁽²⁾

Our independence is deﬁned by the provisions contained in Article

L. 822-11-3 of the French Commercial Code and the profession’s

Code of Ethics. We have also established a quality control system,

which covers the policies and documented procedures aiming to

ensure compliance with the applicable legal texts and regulations,

ethical rules and professional standards.

n we have been informed about the activities of all entities

included within the scope of consolidation and the presentation

of the main risks;

n we have assessed the appropriate nature of the Guidelines

in terms of their relevance, comprehensiveness, reliability,

impartiality and understandability, taking into consideration best

practices within the sector, if necessary;

(1) Cofrac accreditation inspection, n° 3-1049, available from www.cofrac.fr.

(2) ISAE 3000 – Assurance engagements other than audits or reviews of historical ﬁnancial information.

122 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

NON-FINANCIAL PERFORMANCE DECLARATION

Independent Third-Party Report by one of the Statutory Auditors on the ConsolidatedNon-financial Performance Declaration

n we have veriﬁed that the Declaration covers each category of

information pursuant to part III of Article L. 225-102-1 in terms

of social and environmental factors as well as the information

pursuant to the second subparagraph of Article L. 22-10-36 in

terms of the respect for human rights, and the anti-corruption

and tax evasion issues;

n for the key performance indicators and other quantitative results

we deemed most important presented in the Appendix, we

implemented:

analytical procedures to verify the correct consolidation

of data collected, as well as the consistency of

developments, and

n we have veriﬁed that the Declarationpresents the information

provided for in section II of Article R. 225-105, where it is

relevant in relation to the main risks, and includes, where

applicable, an explanation of the reasons for the absence of

the information required by the second subparagraph of section

III of Article L. 225-102-1;

detailed tests, based on surveys, consisting of verifying

the correct application of deﬁnitions and procedures and

reconciling the data in the supporting documentation. This

work was carried out with selected contributing entities ⁽¹⁾

and covers between 29% and 100% of consolidated data

chosen for these tests; and

n we have veriﬁed that the Declaration includes the business

model and the description of the main risks linked to the activity

of all entities included in the scope of consolidation, including,

if relevant and proportionate, the risks created by its business

relations, its products or its services, as well as the policies,

actions and results, including key performance indicators

relating to the main risks;

n We have assessed the overall consistency of the Declaration in

relation to our knowledge of the entities included in the scope

of consolidation.

We consider that the methods that we used in applying our

professional judgment enable us to arrive at a conclusion of

moderate assurance; a higher level of assurance would have

required more veriﬁcations.

n we have consulted the documentary sources and conducted

interviews to:

Means and resources

assess the selection and validation process of the main

risks and the consistency of the results, including the key

performance indicators selected, with regard to the main

risks and policies presented, and

Our work used the skills of six people and took place between

September 2020 and March 2021 over a total period of around

four weeks.

corroborate the qualitative information (actions and results)

that we considered the most important presented in the

Appendix. For all risks, our work was carried out at thelevel

of the consolidating entity and in a selection of entities⁽¹⁾;

To aid us in the execution of our tasks, we called upon our

sustainable development and corporate social responsibility

specialists. We conducted some 10 interviews with the persons

responsible for the preparation of the Declaration.

n we veriﬁed that the Declaration covers the consolidated scope,

i.e. all companies included in the scope of consolidation in

accordance with Article L. 233-16, within the limits speciﬁed

in the Declaration;

Conclusion

On the basis of our work, we have not identified any material

anomalies likely to call into question the conformity of the

consolidated Non-financial Performance Declaration with the

applicable regulatory provisions or the fact that the Information,

taken as a whole, is presented accurately and in accordance with

the Guidelines.

n we have read the internal control and risk management

procedures put in place by the entity and have assessed the

collection process aimed at the completeness and accuracy

of the information;

Paris-La Défense, March 15, 2021

KPMG S.A.

Anne Garans

Partner

Éric Ropert

Partner

Sustainability Services

(1) Fnac Darty France and Nature et Découvertes.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 123

NON-FINANCIAL PERFORMANCE DECLARATION

Independent Third-Party Report by one of the Statutory Auditors on the ConsolidatedNon-financial Performance Declaration

APPENDIX

Qualitative information (actions and results) considered to be the most important

Employee training programs

Commitments and actions to reduce the environmental impact of activities

Measures to promote wellbeing at work

Commitments and actions to promote Human Rights

Procedures implemented in the ﬁeld of good business conduct and the ﬁght against corruption

Collective agreements signed

Measures taken to combat workplace accidents

Actions to promote the social economy

Actions to promote local cultural life

Actions to promote the circular economy and product sustainability

Key performance indicators and other quantitative results considered the most important

Share of payroll allocated to training

Number of training hours per employee trained

Proportion of women in Group Leadership roles

Proportion of women granted at least one individual raise during the year

Absenteeism due to sickness

Frequency rate of workplace accidents with stoppage time

Severity of workplace accidents

Share of products certiﬁed as “sustainable choice” in the revenues of eligible categories (Darty)

Share of products certiﬁed by an environmental label in the Nature Découvertes offer

Share of Nature Découvertes revenue generated by products with a positive impact

Packaging volumes (plastics and cardboard) consumed/revenue

Volumes of WEEE collected

CO₂emissions generated by site energy consumption/sq. m

CO₂emissions generated by transportation of goods to stores/kms traveled (Group excluding France)

CO₂emissions generated by transportation of goods to stores/palette (France)

CO₂emissions generated per last-mile delivery/delivery

CO₂emissions generated by after-sales service travel/intervention

CO₂emissions generated by products for repair traveling to after-sales service workshops/product

CO₂emissions generated by “e-commerce” ﬂows/package

Percentage of factory audits whose score is deemed to be compliant or average

Share of Nature Découvertes suppliers that have signed the Responsible Purchasing Charter

124 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

Corporate Governance

3.1

Organization of governance

126

3.3

Compensation and beneﬁts

for administrative

and executive bodies

3.1.1 / Composition of the Board of Directors

and its committees

168

126

3.3.1 / Compensation policy for corporate ofﬁcers:

Chairman of the Board of Directors,

Chief Executive Ofﬁcer (and/or any

executive corporate ofﬁcer),

3.1.2 / Composition of the Board of Directors:

Proposals submitted to the General Meeting

of May 27, 2021

131

3.1.3 / Ofﬁces and positions held by the Directors

and the Chief Executive Ofﬁcer

members of the Board of Directors

168

132

146

147

148

149

3.3.2 / Information referred to in paragraph I

of Article L. 22-10-9 of the French Commercial

3.1.4 / Independence of Directors

Code for each corporate ofﬁcer of the Company 175

3.1.5 / Succession plan

3.1.6 / Procedures for exercising senior management

3.1.7 / Chairman of the Board of Directors

3.1.8 / Executive Committee

3.4

Proﬁt-sharing, collective

incentive plans and long-term

incentive plans

193

3.1.9 / Gender diversity policy of management bodies

3.4.1 / Proﬁt-sharing agreements and incentive plans

3.4.2 / Long-term incentives

3.1.10 / Ethical standards for Directors

and other information

194

150

3.5

Factors that could have

an impact during a public

offering period

3.2

Operation of administrative

and management bodies

151

195

3.2.1 / Committees of the Board of Directors

151

3.2.2 / Conditions for the preparation and organization

of the work of the Board of Directors

3.6

3.7

Other information

158

166

3.2.3 / Statement on corporate governance

3.2.4 / Share transactions by Directors

Special Auditors’ Report

on Related-Party Agreements

196

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 125

CORPORATE GOVERNANCE

Organization of governance

Pursuant to Articles L. 225-37 etseq. of the French Commercial

Code, we are presenting you with the following report oncorporate

governance.

The report was prepared by the Board Secretary in collaboration

with the Human Resources Department, the Finance Department

and the Internal Audit Department, and submitted to the

Appointments and Compensation Committee. Various internal

documents, including the bylaws, internal regulations and minutes

of the meetings of the Board and its specialized committees were

used to prepare this report. Current regulations, recommendations

for corporate governance issued by the AMF, recommendations

of the AFEP-MEDEF Code, and recommendations of the High

Committee on Corporate Governance were all taken into

consideration.

This entire report was approved by your Board of Directors at its

meeting on February 23, 2021 as required by the provisions of the

French Commercial Code.

3.1 / Organization of governance

The Company is a French limited company (société anonyme) with a Board of Directors. A description of the main provisions of the bylaws

and internal regulations of the Board of Directors and the Board’s specialized committees can be found in section 3.2 “Operation of

administrative and management bodies” of this Universal Registration Document.

3.1.1 / COMPOSITION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board is composed of Directors with broad and diversiﬁed

experience, especially in corporate strategy, ﬁnance, economics,

retail, industry, accounting, CSR and human resources,

management and the control of commercial or ﬁnancial companies.

counted when calculating gender balance, in accordance with the

legal provisions in force.

The Board has created four committees to assist it in performing its

duties: the Audit Committee, the Appointments and Compensation

Committee, the Corporate, Environmental and Social Responsibility

Committee and the Strategy Committee.

Under the bylaws, the term of ofﬁce for a Director is set at four

(4) years and is renewable. In order to avoid a mass renewal of

members of the Board of Directors and encourage a smooth

process for replacing Directors, Article 12 of the bylaws provides

for the option of appointing Directors for a term that is less than

the term of ofﬁce of four (4) years in order to implement or maintain

the staggering of Board members’ terms of ofﬁce.

As of December 31, 2020, the Board was composed of

14 Directors, 2 of whom were the Directors representing

employees and 11 of whom were independent.

A detailed breakdown of the Company’s Board of Directors as

of December 31, 2020 is set out in section 3.1.3 (including the

number of Fnac Darty shares held byeach Director and ofﬁces

held in other companies, including listed companies).

Pursuant to the provisions of Articles L. 22-10-3 and

L. 225-18-1 of the French Commercial Code, it is speciﬁed that

the composition of the Board complies with the principle of a

balanced representation of men and women. Since May 23, 2019,

therefore, women and men each represent 50% of the members

of the Board of Directors, in accordance with the statutory rules

on gender balance; the Directors representing employees are not

The table below provides a summary presentation of the personal

information and experience of the Directors, as well as their

involvement in the corporate governance of Fnac Darty as of

December 31, 2020.

126 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Organization of governance

Name

Nationality

Number

of shares held

Number of ofﬁces

held in other listed

companies

Main

position

held

Expiration

Start of of current Years on

1^stterm term

the Board Board Committees

Gender Age^(a)Ofﬁce

Jacques Veyrat

Chairman

Independent

Director

Chairman of

Impala

2013

2022

Strategy Committee

Chairman

French

250

Antoine

Gosset-Grainville

French

250

Vice-Chairman Founder of the 2013

2023

Appointments

and Compensation

Committee

Chairman

Strategy Committee

Member

Independent

Director

law ﬁrm BDGS

Associés

Daniela Weber-Rey

German

250

Independent

Director

Attorney

2017^(b)

2022

2021

2024

Audit Committee

Member

Sandra Lagumina

Independent

Director

Managing

Audit Committee

Member

French

250

Director, Asset

Management

Meridiam

Carole Ferrand

Independent

Director

Chief Financial 2013

Ofﬁcer,

Capgemini

Audit Committee

Chair

Strategy Committee

Member

French

250

Delphine Mousseau

Independent

Director

Independent

Consultant

2017^(b)

Corporate,

French

258

Environmental and

Social Responsibility

Committee

Member

Nonce Paolini

Independent

Director

Corporate

Director

2013

2021

2024

Appointments

and Compensation

Committee

French

250

Member

Brigitte

Taittinger-Jouyet

French

250

Independent

Director

Corporate

Director

Corporate,

Environmental and

Social Responsibility

Committee

Chair

Appointments

and Compensation

Committee

Member

Strategy Committee

Member

Caroline Grégoire

Sainte Marie

French

500

Independent

Director

Corporate

Director

2018

2019

2021

2022

Corporate,

Environmental and

Social Responsibility

Committee

Member

Jean-Marc

Janaillac

French

250

Independent

Director

Chairman of

Hermina SAS

Corporate,

Environmental and

Social Responsibility

Committee

Member

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 127

CORPORATE GOVERNANCE

Organization of governance

Name

Nationality

Number

of shares held

Number of ofﬁces

held in other listed

Main

position

held

Expiration

Start of of current Years on

companies

Gender Age^(a)Ofﬁce

1^stterm term

the Board Board Committees

Javier Santiso

French

and Spanish

250

Independent

Director

Chairman and

Chief Executive

Ofﬁcer of Mundi

Ventures

2019

2023

Enrique Martinez

Chief

Executive

Ofﬁcer

Chief Executive 2019

Ofﬁcer,

Fnac Darty

2023

2024

Strategy Committee

Member

Spanish

85,189

Director

Franck Maurin

Director

representing

employees

Product

2019

French

724

manager

Julien Ducreux

French

Director

representing

employees

Head of Digital 2020

Customer

Experience

(a) As of December 31, 2020.

(b) Provisional appointments by the Board of Directors on December 15, 2017 to replace resigning members, ratiﬁed by the General Meeting

of May 18, 2018.

The term of ofﬁce of the Director representing the employees shall

be four years.

Directors representing employees

At the General Meeting of May 28, 2020, shareholders voted in

If the position of a Director representing the employees becomes

favor of amending Article 12 of the bylaws of Fnac Darty in order

vacant for any reason, the vacant position shall be ﬁlled subject

to change the threshold requiring theappointment of a second

to the conditions set out in Article L. 225-34 of the French

Commercial Code.

Director representing employees to the Board, which has been

reduced from twelve members of the Board of Directors to eight

members by the provisions of the French Law No. 2019-486 of

If the Company is no longer obliged to appoint a Director

May 22, 2019 known as the “Pacte Law”. Atthe General Meeting

representing employees, the term (s) of ofﬁce of the employee

of May 23, 2019, the shareholders had already voted in favor of

representative (s) on the Board shall end six months after the

amending Article 12 of the bylaws of Fnac Darty in order to allow

meeting at which the Board notes that the obligation has ceased

for, under the conditions prescribed by law, the appointment of

to apply.

one or more Directors representing employees to the Board of

Directors of Fnac Darty SA. This amendment to the bylaws has

also brought the Company into compliance with the provisions of

Article 8.1 of the AFEP-MEDEF Code as revised in January 2020,

which recommends that “Directors representing employees

elected or appointed in accordance with legal requirements sit

on the Board of the Company that declares that it refers to the

provisions of this Code in its report on corporate governance”.

Given the number of members on the Board of Directors, which

on the date of the General Meeting of May 28, 2020, was greater

than 8, it was decided that the trade union that had obtained

the second highest number of votes in the ﬁrst round of those

elections would appoint a Director representing employees

within six months of that date. As such, the CFDT, the trade

union that had obtained the second highest number of votes in

the last workplace elections, notiﬁed the Board of Directors on

October 14, 2020 of the appointment of Julien Ducreux as Director

representing employees. The Board of Directors took note of this

appointment at its meeting of October 21, 2021.

The Director (s) representing employees are appointed in the

following ways: when a single Director is to be appointed, the

appointment is made by the trade union that has obtained

the highest number of votes in the ﬁrst round of the elections

mentioned in Articles L. 2122-1 and L. 2122-4 of the French

Labor Code in the Company and its direct or indirect subsidiaries,

provided that the registered ofﬁce of said trade union is on French

territory. When two Directors are to be appointed, the appointment

is made by each of the two trade unions that obtained the highest

number of votes in the ﬁrst round of these elections.

128 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Organization of governance

Compliance with obligations and recommendations regarding the composition of the Board of Directors

and executive corporate ofﬁcers

▼

Subject

Legal and regulatory provisions and bylaws

Article L. 22-10-3 of the French Commercial Code: “The

Situation at Fnac Darty as of December 31, 2020

Gender

balance

Women make up 50% and men 50%

provisions of Article L. 225-18-1 relating to the minimum proportion of the members of the Board of Directors^(a).

of directors of each sex are applicable without any threshold

requirement to companies whose shares are admitted to trading

on a regulated market.”

Independence Section 9.3 of the AFEP-MEDEF Code: “The proportion of

independent directors must be half the number of Board members

in companies with dispersed capital and no controlling

shareholders.”

92% of the members of the Board of Directors

are independent.

Age

Article L. 225-19 par. 2 of the French Commercial Code

and Article 12 of the bylaws: “The number of directors

over seventy (70) years of age may not exceed one-third

of the directors in ofﬁce.”

With the exception of one Director,

all the members of the Board of Directors

are aged 70 years or under^(b).

Average age of Directors: 56.5 years^(b).

Article L. 225-48 par. 1 of the French Commercial Code and

Article 14 of the bylaws: “No one who is over sixty-ﬁve (65) years

of age may be appointed Chairman of the Board of Directors.”

The Chairman of the Board of Directors

is 58 years old^(b).

Article L. 225-54 par. 1 of the French Commercial Code and

Article 17 of the bylaws: “No one who is over sixty-ﬁve (65) years

of age may be appointed Chief Executive Ofﬁcer.”

The Chief Executive Ofﬁcer is 49 years old^(b).

(a) The Directors representing the employees are not taken into account in this calculation, in accordance with the legal provisions.

(b) As of December31, 2020.

In order to meet the Company’s strategic challenges and to

promote quality discussions, the Board seeks to maintain balance

and complementarity between the various Directors’ proﬁles. To

do so, when appointing new Directors or reappointing existing

Directors, it strives to ensure a diversity of backgrounds and

expertise. These appointments and reappointments take into

account the results of the work undertaken by the Appointments

and Compensation Committee on the annualassessment of the

Board and the Committees.

In addition to seeking a balanced representation of women

and men and a high proportion of Independent Directors, the

Board has focused on increasing the number of Directors with

international experience.

Changes in the membership of the Board of Directors and Committees in 2020

▼

Nature of change

Date of decision

Board of Directors

Carole Ferrand

Delphine Mousseau

Brigitte Taittinger-Jouyet

Julien Ducreux

Renewal of the Director’s term of ofﬁce

AGM of May 28, 2020

Appointment as a member of the Board

of Directors representing employees

Board meeting

of October 14, 2020

Except for the appointment of Julien Ducreux as a Director representing employees, no changes were made to the Board of Directors or

its committees during the year ended December 31, 2020.

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3.1.2 / COMPOSITION OF THE BOARD OF DIRECTORS: PROPOSALS

SUBMITTED TO THE GENERAL MEETING OF MAY 27, 2021

The composition of the Board of Directors is updated on an

ongoing basis on the Company’s website (http://www.fnacdarty.

com/group/governance/).

On the recommendation of the Appointments and Compensation

Committee:

n the Board of Directors proposes that the shareholders approve

the renewal of Caroline Grégoire-Sainte Marie’s term of ofﬁce

as a Director, which is set to expire, for four years, i.e. until the

General Meeting to be held in 2025 to approve the ﬁnancial

statements for the previous year;

The Board of Directors ensures the improvement and effectiveness

of Fnac Darty’s governance by regularly assessing its composition

and the diversity, expertise and experience of its Directors. It also

evaluates their availability, their full commitment to their duties,

compliance with the proportional requirements for Independent

Directors, the balanced representation of women and men, and

the candidates best suited to the Company and the organizational

and administrative processes of the Board.

n the Board of Directors proposes that the shareholders approve

the renewal of Sandra Lagumina’s term of ofﬁce as a Director,

which is set to expire, for four years, i.e. until the General

Meeting to be held in 2025 to approve the ﬁnancial statements

for the previous year;

In accordance with the internal regulations of the Board of

Directors adopted at its meeting of April 17, 2013and last updated

at its meeting of October 17, 2019, the reappointment of Directors

on a periodic-rotation basis had been established. In addition, in

order to implement or maintain the staggering of Board members’

terms of ofﬁce, Article 12 of the bylaws provides the option of

appointing Directors for a term that is less than the term of ofﬁce

of four (4) years.

n the Board of Directors proposes that the shareholders approve

the renewal of Nonce Paolini’s term of ofﬁce as a Director, which

is set to expire, for four years, i.e. until the General Meeting to

be held in 2025 to approve the ﬁnancial statements for the

previous year.

If these proposals for renewals and appointments are approved by

the General Meeting, then the rate of independence of the Board

will continue to stand at 92%, while the gender balance of the

Board of Directors will remain unchanged.

At its meeting of February 23, 2021, the Board of Directors:

n first obtained an opinion from the Appointments and

Compensation Committee in preparation for the General

Meeting of Shareholders;

Subject to the renewal of his term of ofﬁce, Nonce Paolini will be

reappointed as a member of the Appointments and Compensation

Committee. Subject to the renewal of her term of ofﬁce, Caroline

Grégoire-Sainte Marie will be reappointed as a member of the

Audit Committee to replace Daniela Weber-Rey who, meanwhile,

will be reappointed as a member of the Corporate, Environmental

and Social Responsibility Committee to replace Caroline Grégoire-

Sainte Marie. The composition of the Board Committees would

otherwise remain unchanged.

n reviewed the terms of ofﬁce of Directors set to expire atthe next

General Meeting, taking into consideration the expertise of the

current Directors and the need to maintain the independence

rate and comply with the rules on gender balance. It paid

particular attention to the experience and knowledge of the

Group’s businesses that each Director must have in order to

participate effectively in the work of the Board and its four

committees, in accordance with the diversity policy adopted

by the Board; and

n noted that the terms of ofﬁce of three Directors (out of a total

of 12, with the exception of the Directors representing the

employees, who are not appointed by the General Meeting)

expire at the end of the General Meeting scheduled to take

place in 2021 and called to approve the ﬁnancial statements

for the year ended December 31, 2020.

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3.1.3 / OFFICES AND POSITIONS HELD BY THE DIRECTORS

AND THE CHIEF EXECUTIVE OFFICER

Listed below are the ofﬁces and positions held by the Directors in 2020 and for the last ﬁve years. To the Company’s knowledge, the

Directors comply with the rules governing the accumulation of directorships.

Jacques Veyrat

58 years – French nationality

Independent Director and Chairman

Chairman of the Strategy Committee

4, rue Euler

75008 Paris, France

Date of ﬁrst appointment: April 17, 2013

Term expiration date: Ordinary General Meeting called in 2022 to approve the ﬁnancial statements for the previous year

Number of shares held: 250

Positions and ofﬁces held outside the Group

at December 31, 2020

Graduate of the École polytechnique (class of 1983) and the

Collège des ingénieurs (class of 1989), engineering degree from

Ponts et Chaussés (class of 1988). Mr. Veyrat was appointed to

the French Treasury Department, where he served as Secretary

for the Inter-ministerial Committee on Industrial Reconstruction

(Comité Interministériel de Restructuration Industrielle) for the period

1989–1991, then as Deputy GeneralSecretary to the Paris Club

from 1991 to 1993. From 1993 to 1995, he was technical advisor

to the Minister for Infrastructure, Transport, Tourism and the Sea. In

1995, he joined the Louis Dreyfus Group as Chief Executive Ofﬁcer

of Louis Dreyfus Armateurs (1995-1998), then served as Chairman

and Chief Executive Officer of Louis Dreyfus Communications,

which became Neuf Cegetel (1998-2008) and then Chairman and

Chief Executive Ofﬁcer of the Louis Dreyfus Group (2008-2011).

Since 2011, he has been Chairman of Impala.

In France:

Chairman of Impala SAS

Advisory Member of Louis Dreyfus Armateurs

Director of Nexity^(a)

Advisory Member of ID Logistics^(a)

Advisory member of Neoen

Director of Iliad^(a)

Ofﬁces and positions held over the past ﬁve years

that are no longer held

Member of the Supervisory Board of Eurazeo^(a)

Director of Direct Énergie

Director of ID Logistics Group^(a)

Director of Imerys^(a)

Director of HSBC France

(a) Listed French companies.

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Antoine Gosset-Grainville

54 years – French nationality

Independent Director and Vice-Chairman of the Board

Chairman of the Appointments and Compensation Committee

Member of the Strategy Committee

51, rue François-1^er

75008 Paris, France

Date of ﬁrst appointment: April 17, 2013

Term expiration date: Ordinary General Meeting called in 2023 to approve the ﬁnancial statements for the previous year

Number of shares held: 250

Positions and ofﬁces held outside the Group

at December 31, 2020

Antoine Gosset-Grainville is a graduate of the Institut d’Études

Politiques de Paris,holds a Master’s in Banking and Finance from

the Université Paris-IX Dauphine and is a graduate of the École

Nationale d’Administration (Léon Gambetta class). After being

appointed to the General Inspectorate of Finance in 1993, he

became Deputy General Secretary of theEconomic and Financial

Committee of the European Union in 1997. From 1999 to 2002,he

was an economic and industrial affairs advisor for Pascal Lamy at

the European Commission. Antoine Gosset-Grainville is an attorney

with the Paris and Brussels Bars. In 2002, he became a partner

at the law ﬁrm of Gide Loyrette Nouel. In 2007, he was appointed

Deputy Director of the Ofﬁce of Prime Minister François Fillon, where

he was in charge of economic and ﬁnancialmatters. In March 2010,

he became Chief Operating Ofﬁcer of Caisse des Dépôts in charge

of ﬁnance, strategy, investments and oversight of European and

international activities, then interim Chief Executive Ofﬁcer of the

Caisse des Dépôts Group from February to July 2012. In April 2013,

he founded the law ﬁrm BDGS Associés, where he is head of the

Anti-trust and Regulatory Department.

In France:

Director of La Compagnie des Alpes^(a)

Founding partner of BDGS Associés

Director of Axa SA^(a)

Ofﬁces and positions held over the past ﬁve years

that are no longer held

Member of the Supervisory Committee of Schneider Electric^(a)

(a) Listed French companies.

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Daniela Weber-Rey

Independent Director

63 years – German nationality

Member of the Audit Committee

Kronberger Strasse 49

60323 Frankfurt am Main, Germany

Date of ﬁrst appointment: December 15, 2017

Term expiration date: Ordinary General Meeting called in 2022 to approve the ﬁnancial statements for the previous year

Number of shares held: 250

Positions and ofﬁces held outside the Group

at December 31, 2020

Holding a Master’s Degree in Law from Columbia University, New

York, and the Franco-German University (UFA), Daniela Weber-Rey

was admitted to the Frankfurt Bar in Germany in 1984 and the

New York Bar in 1986. For nearly 30 years, Daniela Weber-Rey

was an attorney and partner with the legal ﬁrm of Pünder Volhard

Weber, followed by Clifford Chance. She also served as Counsel

to various European organizations, and served for ﬁve years on

the Board of Directors of BNP Paribas. She is a member of the

Governmental Commission of the German Corporate Governance

Code, a member of the Board of the European Corporate

Governance Institute and a consultant at the Franco-German

University (UFA). She is also a member of the Board of the Leibniz

Institute for Financial Research SAFE and a non-executive member

of the Board of HSBC Trinkaus Burkhardt AG. Between 2013 and

2016, Daniela Weber-Rey worked at Deutsche Bank AG as Chief

Governance Ofﬁcer and Deputy Global Head of Compliance. She

was made a Knight of the French Legion of Honor in 2010 for her

commitment to Franco-German relations.

Abroad:

Director and member of the Risk Committee and Audit

Committee of HSBC Trinkaus Burkhardt AG (Düsseldorf)

Board Member of the European Corporate Governance Institute

(Brussels)

Trustee of the European Corporate Governance Research

Foundation (Brussels)

Member of the Board of the Franco-German University (UFA)

Member of the Board of the Leibniz Institute for Financial

Research SAFE

Ofﬁces and positions held over the past ﬁve years

that are no longer held

Member of the Board of Directors of BNP Paribas^(a)

(a) Listed French companies.

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Sandra Lagumina

53 years – French nationality

Independent Director

Member of the Audit Committee

4, place de l’Opéra

75002 Paris, France

Date of ﬁrst appointment: December 15, 2017

Term expiration date: Ordinary General Meeting called in 2021 to approve the ﬁnancial statements for the previous year

Number of shares held: 250

Positions and ofﬁces held outside the Group

at December 31, 2020

A graduate of the École nationale d’administration (ENA) and the

Institut d’études politiques de Paris (Sciences Po), SandraLagumina

also holds a Master of Common Market Law and of Public Law. She

began her professional career with the French Council of State,

where she held the position of Auditor and then Master of Petitions

from 1995 to 1998. Sandra Lagumina then became Technical and

Legal Advisor to the President of the National Assembly. In 2000,

she joined the ofﬁce of the Minister of the Economy, Finance and

Industry as a technical adviser in charge of legal issues, public

procurement and competition law. She was then appointed

Deputy Director of Public and International Law in the Legal Affairs

Department of the Ministry and a Judicial Ofﬁcer of the Treasury

(2002-2005). In 2005, she joined the Gaz de France group, where

she held several positions in the areas of strategy and law. Between

2008 and 2013, she served as General Counsel for GDF Suez. In

2013, she was appointed Chief Executive Ofﬁcer of GRDF (Gaz

Réseau Distribution France). In 2016, she was named Deputy Chief

Executive Ofﬁcer of Engie and, in 2017, became Chief Operating

Ofﬁcer of Asset Management at Meridiam. She is a member of the

Board of the French Competition Authority.

In France:

Director and member of the Appointments

and Compensation Committee of FNSP

Member of the Board of the French Competition Authority

Chair of Agence France-Muséums

Member of Board of Directors of Space Able

Ofﬁces and positions held over the past ﬁve years

that are no longer held

Chief Operating Ofﬁcer in charge of gas infrastructure and China

at Engie

Director of GRDF

Director of GRT GAZ

Director of Storengy

Director of Elengy

Director of GTT

Director of Engie IT

Chief Executive Ofﬁcer of GRDF

Director and member of the CSR Committee of Abertis

Director and member of the Strategy Committee of Naval Group

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Carole Ferrand

50 years – French nationality

Independent Director

Chairman of the Audit Committee

Member of the Strategy Committee

11, rue de Tilsitt

75017 Paris, France

Date of ﬁrst appointment: April 17, 2013

Term expiration date: Ordinary General Meeting called in 2024 to approve the ﬁnancial statements for the previous year

Number of shares held: 250

Positions and ofﬁces held outside the Group

at December 31, 2020

A graduate of the École des hautes études commerciales (1992),

Carole Ferrand started her career atPricewaterhouseCoopers,

where she was an Auditor and later a financial advisor in the

Transaction Services Division. In 2000, she joined Sony France,

the French subsidiary of the consumer and business electronics

branch of the Sony Corporation Group, serving as Chief Financial

Ofﬁcer before becoming General Secretary in 2002. In 2011, she

held the position of Chief Financial Ofﬁcer of the Europacorp Group.

Since January 2013 she has been Financing Director at Artémis

Group, where she is in charge of managing strategic and ﬁnancial

support for certain investments. Since June 2018, she has been

Chief Financial Ofﬁcer of the Capgemini Group.

In France:

Honorary Chair and Director of Terra Nova

(non-proﬁt association under French Law of 1901)

Chair of Capgemini Ventures SAS

Member of the Management Committee of June 21 SAS

Abroad:

Director of Capgemini Solutions Canada Inc., Canada

Director of Capgemini UK, Plc, United Kingdom

Director of CGS Holdings Ltd, United Kingdom

Director of Capgemini España SL, Spain

Ofﬁces and positions held over the past ﬁve years

that are no longer held

Director of June 21 SAS

Alternate for Alain de Marcellus, Capgemini Brasil SA, Brazil

Director of Capgemini^(a)

Director of Sebdo, Le Point

Director of Archer Obligations (formerly Artémis 21)

Director of Éditions Tallandier

Member of the Audit Committee of Capgemini^(a)

Director of Palazzo Grassi

Director of the Pinault Collection – Paris

(a) Listed French companies.

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Delphine Mousseau

49 years – French nationality

Independent Director

Member of the Corporate, Environmental and Social Responsibility Committee

Rönnestrasse 6

14057 Berlin, Germany

Date of ﬁrst appointment: December 15, 2017

Term expiration date: Ordinary General Meeting called in 2024 to approve the ﬁnancial statements for the previous year

Number of shares held: 258

Positions and ofﬁces held outside the Group

at December 31, 2020

A graduate of the École des hautes études commerciales (HEC)

with a Master’s degree in Business Administration, Delphine

Mousseau began her career in 1995 as Project Head with Boston

Consulting Group. In 1999, she joined Plantes-et-Jardins.com as

Director of Operations. From 2007 to 2011, she served as Director

of E-Commerce Europe at Tommy Hilﬁger. She then worked as

an independent consultant, primarily for the former Primondo

Group. From 2014 to 2018, Delphine Mousseau was VP Markets

at Zalando. She is currently an independent consultant.

Abroad:

Member of the Board of Advisors of Flaconi GmbH (Germany)

Ofﬁces and positions held over the past ﬁve years

that are no longer held

VP Markets at Zalando SE

Member of the Management Board of Modacin

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Nonce Paolini

71 years – French nationality

Independent Director

Member of the Appointments and Compensation Committee

34, rue Copernic

75116 Paris, France

Date of ﬁrst appointment: April 17, 2013

Term expiration date: Ordinary General Meeting called in 2021 to approve the ﬁnancial statements for the previous year

Number of shares held: 250

Positions and ofﬁces held as of December 31, 2020

Nonce Paolini holds a Master of Arts and is a graduate of the

Institut d’études politiques de Paris (class of 1972). He began his

career with EDF-GDF, where he held operational and management

positions. In 1998, he joined the Bouygues Group, where he

successively held the positions of Director of Development and

Director of Human Resources, before becoming Director of

Communications in 1990. In 1993, he joined TF1 as Director of

Human Resources, and in 1999, he was appointed Chief Operating

Officer. In 2002 he was appointed Chief Operating Officer of

Bouygues Telecom and then Managing Director and Board member

in April 2004. In 2007, he was appointed CEO of TF1 Group, then

Chairman CEO of the group in 2008 until 2016.

None.

Ofﬁces and positions held over the past ﬁve years

that are no longer held

None.

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Brigitte Taittinger-Jouyet

61 years – French nationality

Independent Director

Chair of the Corporate, Environmental and Social Responsibility Committee

Member of the Appointments and Compensation Committee

Member of the Strategy Committee

74, rue Raynouard

75016 Paris, France

Date of ﬁrst appointment: April 17, 2013

Term expiration date: Ordinary General Meeting called in 2024 to approve the ﬁnancial statements for the previous year

Number of shares held: 250

Positions and ofﬁces held outside the Group

at December 31, 2020

Brigitte Taittinger-Jouyet is a graduate of the Institut d’études

politiques de Paris and holds a Master’s in History from the Faculty

of Human Sciences at Reims University. In 1984, she was appointed

Advertising Manager at Publicis, before joining the Marketing

Department within the Louvre Group in 1988, where she was in

charge of industrial products and the budget hotel sector. From

1991 to 2012, she was Chair of the perfume company Annick

Goutal. From 2013 to 2017, she was Director of Strategy and

Development at the Institut d’études politiques de Paris (Sciences

Po Paris). She is a Director of HSBC France, Suez and Chair of the

ARSEP Foundation.

In France:

Director of HSBC France

Director and Member of the Appointments

and Compensation Committee and the CSR and Ethics

Committee of SUEZ^(a)

Ofﬁces and positions held over the past ﬁve years

that are no longer held

Director of the Centre Georges Pompidou

Director of Strategy and Development at the Institut d’Études

Politiques de Paris (Sciences Po Paris)

(a) Listed French companies.

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Caroline Grégoire Sainte Marie

63 years – French nationality

Independent Director

Member of the Corporate, Environmental and Social Responsibility Committee

36, avenue Duquesne

75007 Paris, France

Date of ﬁrst appointment: May 18, 2018

Term expiration date: Ordinary General Meeting called in 2021 to approve the ﬁnancial statements for the previous year

Number of shares held: 500

Positions and ofﬁces held outside the Group

at December 31, 2020

A graduate of the Institut d’Études Politiques de Paris, Caroline

Grégoire Sainte Marie also holds a degree in Commercial Law from

Université Paris I. She began her professional career in 1981 at

Xerox France as Financial Controller. In 1984, she joined Hoechst

pharmaceutical group, where she successively held several

positions in the ﬁnancial ﬁeld at Roussel Uclaf SA before being

appointed in 1994 as Chief Financial Officer of Albert Roussel

Pharma GmbH and a member of the Executive Board. In 1996,

she joined Volkswagen France before moving to Lafarge Group

in 1997 as Chief Financial Ofﬁcer of Lafarge Speciality Products

(LMS). In 2000, she was appointed Senior Vice President Mergers

Acquisitions at the Group’s Cement Division. In that position,

Caroline Grégoire Sainte Marie led the ﬁnancial strategy for the

takeover of Blue Circle. In 2004, she became Chief Executive

Ofﬁcer for Germany and the Czech Republic. In 2007, she was

appointed Chair and Chief Executive Ofﬁcer of Tarmac France and

Belgium, before becoming the Chair and Chief Executive Ofﬁcer of

Frans Bonhomme in 2009. Caroline Grégoire Sainte Marie was a

member of the Boards of Directors of Eramet (from 2012 to 2016),

Safran (from 2011 to 2015), FLSMIDTH (from 2012 to 2019) and

Wienerberger (from 2015 to 2020). Since 2011, Caroline Grégoire

Sainte Marie has been a member of the Boards of Directors of

Groupama, Vinci and Elkem. As an investor in Calyos, she also sits

on the company’s Board of Directors, and she is a Senior Advisor

at HIG European Capital Partners. She isa Knight of the French

Legion of Honor.

In France:

Independent Director, Chair of the Appointments and

Compensation Committee and Member of the Audit Committee

of Groupama^(a)

Independent Director and Member of the Strategy Committee

of Vinci^(a)

Abroad:

Director and Member of the Compensation Committee

of ELKEM/Bluestar China, Norway

Ofﬁces and positions held over the past ﬁve years

that are no longer held

Independent Director and Member of the Strategy Committee

of Eramet^(a)

Director, Non-voting Director and Member of the Audit

Committee of Safran^(a)

Independent Director, Member of the Audit Committee and

Member of the Technology Committee of FLSMIDTH, Denmark

Independent Director, Vice-Chair, Chair of the CSR Committee,

Member of the Audit Committee and Member of the Strategic

Committee of Wienerberger, Austria

(a) French companies whose shares and/or bonds are listed.

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Jean-Marc Janaillac

66 years – French nationality

Independent Director

Member of the Corporate, Environmental and Social Responsibility Committee

15, rue de Poissy

75005 Paris, France

Date of ﬁrst appointment: May 23, 2019

Term expiration date: Ordinary General Meeting called in 2022 to approve the ﬁnancial statements for the previous year

Number of shares held: 250

Positions and ofﬁces held outside the Group

at December 31, 2020

Jean-Marc Janaillac holds a degree in law (1976) and is a graduate

of École des Hautes Etudes Commerciales (1975) and École

Nationale d’Administration (1980). From 1980 to 1983, he was

chief of staff for the prefects of Finistère and then Val-d’Oise, then

became chief of staff for the Secretary of State for Tourism from

1983 to 1984.

In France:

Chairman of Hermina SAS

Chairman of the Fondation Nationale pour l’Enseignement

de la Gestion des Entreprises (French Foundation

for Management Education, FNEGE)

From 1984 to 1987, he managed the French tourism services

for North America in New York, before becoming Chief Executive

Officer of Maison de la France, in charge of promoting French

tourism abroad from 1987 to 1997. In this capacity, he was a

member of the Board of Directors of Air France from 1989 to 1994.

After working for AOM, ﬁrst as Executive Vice-President and then

as Chief Operating Ofﬁcer (1997-1999), Jean-Marc Janaillac joined

the Maeva Group, where he held the position of Chairman and

Chief Executive Ofﬁcer before becoming Chairman of the Paris

Conventions and Tourism Ofﬁce from 2002 to 2004. From 2004

to 2012, he was Chief Executive Ofﬁcer for group development at

the RATP (Paris public transport system), and Chairman and Chief

Executive Ofﬁcer of RATP Développement. Jean-Marc Janaillac

was Chairman and Chief Executive Officer of Transdev from

December 2012 to June 2016, then held the ofﬁce of Chairman

of UTP (public and rail transport association) from 2013 to 2015.

He was Chairman and CEO of Air France KLM from 2016 to 2018.

Since October 2018 he has been senior advisor at the Roland

Berger strategy consultancy ﬁrm, and was elected Chairman of

the Fondation Nationale pour l’Enseignement de la Gestion des

Entreprises (French Foundation for Management Education –

FNEGE) in December 2018.

Senior Advisor at Roland Berger

Director of the Association pour le Droit à l’Initiative Économique

(French Association for the Right to Economic Initiative, ADIE)

Member of the Strategic Advisory Board of Tikehau

Private Equity

Member of the Supervisory Commission of the Caisse

des Dépôts

Director of Getlink^(a)

Member of the Supervisory Board of Navya

Director of the association Article 1

Ofﬁces and positions held over the past ﬁve years

that are no longer held

Director, Chairman of the Board of Directors and Chief

Executive Ofﬁcer of Transdev Group

Director, Chairman of the Board of Directors and Chief

Executive Ofﬁcer of Transdev Île-de-France

Director, Chairman of the Board of Directors and Chief

Executive Ofﬁcer of Transdev

Director and Chairman of the Board of Directors of CFTI

Director of RATP Dev Transdev Asia

Director and Chairman of the Board of Directors of Thello

Director and Chairman of the Board of Transdev Sverige,

Sweden

Director and Chairman of the Board of Transdev Northern

Europe, Sweden

Director of Transdev North America, United States

Director of Transdev Australasia PTY Ltd, Australia

Director Class A and Chairman of the Board of TBC Holding,

Netherlands

Chairman of the Board of Directors of Air France^(a)

Chairman and Chief Executive Ofﬁcer of Air France KLM^(a)

(a) Listed French company.

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Javier Santiso

52 years – French and Spanish nationality

Independent Director

Calle Dalia 263

28109 Alcobendas

Madrid, Spain

Date of ﬁrst appointment: May 23, 2019

Term expiration date: Ordinary General Meeting called in 2023 to approve the ﬁnancial statements for the previous year

Number of shares held: 250

Positions and ofﬁces held outside the Group

at December 31, 2020

A graduate of the Paris Institute of Political Studies and École des

Hautes Etudes Commerciales, Javier Santiso holds a doctorate

in International Affairs and Economics, which he completed at

the University of Oxford. He started his professional career at the

investment bank Crédit Agricole Indosuez in Paris.

Abroad:

Chairman and Chief Executive Ofﬁcer of Mundi Ventures, Spain

Member of the Board of Directors of Prisa, Spain

From 2000 to 2005 he was Managing Director and Chief Economist

for Emerging Markets at BBVA, based in Madrid, then Director

General and Chief Economist at the OECD Development Centre

in Paris. In 2010 he joined Telefónica as Managing Director of New

Ventures and, staying in Madrid, worked alongside the person who

is now Chairman of the operator. Javier Santiso then moved to

London, taking on the role of Head of European Investments at

Khazanah, the sovereign wealth fund of Malaysia, as well as Head

of Global Tech Investments. He was a member of the Khazanah

Executive Committee and Investments Committee, as well as a

member of the Board of Directors of Axiata Digital, the Malaysian

telecoms operator. He is now CEO of Mundi Ventures, a venture

capital fund that invests in new technologies and start-ups in

Europe from bases in London and Madrid. Javier Santiso is a

member of the Young Global Leaders of the World EconomicForum

in Davos. He has French and Spanish nationality. In January 2021,

he became an independent member of the Board of Directors of

Prisa, a Spanish company.

Ofﬁces and positions held over the past ﬁve years

that are no longer held

Member of the Board of Directors of Axiata Digital, Malaysia

Chairman of the Board of Directors, Khazanah Europe, UK

Member of the Executive Committee and the Investments

Committee, Khazanah, Malaysia

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Organization of governance

Enrique Martinez

Chief Executive Ofﬁcer

Director

49 years – Spanish nationality

Member of the Strategy Committee

9, rue des Bateaux-Lavoirs

94200 Ivry-sur-Seine, France

Date of ﬁrst appointment as Chief Executive Ofﬁcer: July 17, 2017

Date of ﬁrst appointment as Director: May 23, 2019

Expiration date of term as CEO: open-ended

Expiration date of term as Director: Ordinary General Meeting called in 2023 to approve the ﬁnancial statements for the previous year

Number of shares held: 85,189

Positions and ofﬁces held within the Group

at December 31, 2020

Enrique Martinez holds a degree in Economics from the IESE

Business School in Madrid, and began his career with Toys “R” Us.

In 1998, he joined Fnac Group with the duties of establishing and

developing the Banner in Portugal. He then held various positions

within the Group between Spain and Portugal. In 2004, he became

a member of the Executive Committee as Chief Executive Ofﬁcer

of the Iberian region. In 2012, he was called to France to head the

France and Northern Europe region (France, Belgium, Switzerland).

In 19 years, Enrique Martinez has made a signiﬁcant contribution to

the growth of Fnac Darty. In July 2016, he was given responsibility

for integrating the Fnac and Darty brands in France, which, in just

a few months, led to the generationof the ﬁrst synergies between

the two brands. He has served as ChiefExecutive Ofﬁcer of Fnac

Darty since July 2017.

In France:

Chairman-Chief Executive Ofﬁcer of Fnac Darty Participations

et Services SA

Chairman of the Board of Directors of Nature Découvertes

Abroad:

Director of Grandes Almacenes Fnac España

Director of Fnac Luxembourg

Positions and ofﬁces held outside the Group

at December 31, 2020

Independent Director of Nuxe

Ofﬁces and positions held over the past ﬁve years

that are no longer held

Non-partner manager of Codirep

Chairman of Relais Fnac

Chairman of Fnac Périphérie

Chairman of Fnac Acces

Chairman and Chief Executive Ofﬁcer of Fnac Paris

Chairman of Fnac Direct

Chairman of Fnac Jukebox

Managing Director and Chairman of Fnac Belgium

Director of Fnac Monaco

Director and Chairman of the Board of Directors of Fnac Suisse

Director of SwissBillet

Director of Kesa France

Director of Kesa Sourcing Ltd

Director of Kesa Holdings Ltd

Director of Fnac Darty Asia Ltd

Director of Kesa International

Director of Shaker Group, a company listed on the Riyadh

Stock Exchange (Tadawul) (until July 2020)^(a)

(a) Listed company.

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Organization of governance

Franck Maurin

65 years – French nationality

Director representing employees

9, rue des Bateaux-Lavoirs

94200 Ivry-sur-Seine, France

Date of ﬁrst appointment: October 8, 2019

Term expiration date: October 8, 2023

Number of shares held: 0^(a)

Positions and ofﬁces held as of December 31, 2020

Holding a Master’s degree in economics and a post-graduate

diploma (DEA) in econometrics, Franck Maurin began his

career at Darty in 1977 as an in-store sales assistant. He joined

Charbonnages de France in 1982 as category manager of styrenic

and associated products. Franck Maurin rejoined Darty as Product

Manager in 1983, when its subsidiary Dacem was created. Since

2002, Franck Maurin has been involved with setting up after-sales

service projects in France and Italy. He is also responsible for the

centralized management of accessories sold in-store. Working

in the Operations Department since 2017, he is involved with

negotiating after-sales agreements and product returns. In 2020,

he helped create the Darty spare parts website.

n.a.

Ofﬁces and positions held over the past ﬁve years

that are no longer held

n.a.

(a) No minimum shareholding requirement due to his capacity as employee representative.

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3.1.4 / INDEPENDENCE OF DIRECTORS

To assess whether a Director qualiﬁes as independent and to prevent potential risks of conﬂicts of interest between the Director and the

management, the Company or the Group, the Board has adopted the criteria deﬁned in the AFEP-MEDEF Code (section 9.5), which are

as follows:

Criterion 1: Employee

corporate ofﬁcer during

the previous ﬁve years

n Is not or has not been over the previous ﬁve years: an employee or executive corporate ofﬁcer of

the Company; an employee, executive corporate ofﬁcer or a director of a company consolidated

by the Company; or an employee, executive corporate ofﬁcer or director of the Company’s parent

company or a company consolidated by the parent company.

Criterion 2: Cross-

directorships or ofﬁces

n The member is not an executive corporate ofﬁcer of a company in which the Company is a

director, either directly or indirectly, or in which an employee appointed as such or an executive

corporate ofﬁcer (currently in ofﬁce or having held such ofﬁce within the last ﬁve years)

of the Company is a director.

Criterion 3: Signiﬁcant

business relationships

n Is not a customer, supplier, commercial banker, investment banker, or adviser that is material

to the Company or its Group, or for which the Company or its Group represents a signiﬁcant share

of its business.

An assessment of the signiﬁcant or non-signiﬁcant relationship with the Company or its Group is

discussed by the Board, and the quantitative and qualitative criteria that result in this assessment

(continuity, economic dependence, exclusivity, etc.) are explicitly stated in the annual report.

Criterion 4: Family ties

n Is not related by close family ties to a corporate ofﬁcer.

Criterion 5: Statutory

Auditor

n Has not been the Company’s Statutory Auditor within the previous ﬁve years.

Criterion 6: Term of ofﬁce

exceeding 12 years

n Has not been a director of the Company for more than 12 years. Loss of the status of Independent

Director occurs on the date at which this period of 12 years is reached.

Criterion 7: Status as non-

executive corporate ofﬁcer

n A non-executive corporate ofﬁcer may not be considered independent if he or she receives variable

compensation in cash or securities or any compensation linked to the performance

of the Company or Group.

Criterion 8: Status as major n Directors representing the major shareholders of the Company or its parent company may be

shareholder

considered independent provided that these shareholders do not participate in the control of

the Company. However, if their holding exceeds the threshold of 10% of the Company’s shares

or voting rights, the Board, based on the report of the Appointments Committee, systematically

examines the qualiﬁcation of a Director as independent in light of the composition of the

Company’s capital and the existence of a potential conﬂict of interest.

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AFEP-MEDEF Criteria for corporate governance independence

▼

Criterion 1 Criterion 2 Criterion 3 Criterion 4 Criterion 5 Criterion 6 Criterion 7 Criterion 8

Jacques Veyrat

Compliant Compliant Compliant Compliant Compliant Compliant Compliant Compliant

Brigitte Taittinger-Jouyet

Delphine Mousseau

Daniela Weber-Rey

Sandra Lagumina

Antoine Gosset-Grainville

Nonce Paolini

Caroline Grégoire

Sainte Marie

Compliant Compliant Compliant Compliant Compliant Compliant Compliant Compliant

Non-

Enrique Martinez

Jean-Marc Janaillac

Javier Santiso

compliant compliant Compliant Compliant Compliant Compliant Compliant Compliant

Compliant Compliant Compliant Compliant Compliant Compliant Compliant Compliant

Carole Ferrand

Non-

Franck Maurin

Julien Ducreux

compliant Compliant Compliant Compliant Compliant Compliant Compliant Compliant

Non-

compliant Compliant Compliant Compliant Compliant Compliant Compliant Compliant

As such, as of December 31, 2020, 11 of the 14 Directors on the Board qualify as Independent Directors. None of the Independent

Directors has any business ties to the Company or receives variable compensation in cash or securities or any compensation tied to the

performance of the Company or the Group.

3.1.5 / SUCCESSION PLAN

The Appointments and CompensationCommittee periodically

reviews the succession plan for Executive Directors, members of

the Executive Committee, and key managers.

These plans are developed jointly with senior management. The

Committee may also be assisted by an independent ﬁrm.

As regards the members of the Executive Committee and

key managers, a review of the plan was undertaken by the

Appointments and Compensation Committee in 2019. A further

review is scheduled for 2021.

The plan schedules the succession of corporate ofﬁcers both in the

short-term in the event of unpredictable successions (resignation,

impediment, death, etc.) and in the longer-term in the case of

predictable successions (performance problems, expiry of term of

ofﬁce, retirement, etc.).

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Organization of governance

3.1.6 / PROCEDURES FOR EXERCISING SENIOR MANAGEMENT

Under the terms of Article 16 of the Company’s bylaws, the Board

of Directors on July 17, 2017 decided to separate the offices

of Chairman of the Board and Chief Executive Ofﬁcer. In effect,

the Appointments and Compensation Committee believed that

such a separation of duties would enable senior management,

in the period following the Darty Group acquisition, to focus on

the Group’s operational priorities and, in particular, to pursue

the integration of Fnac and Darty, ensure the achievement of the

announced synergies and contend with increased competition.

The General Meeting of May 23, 2019 appointed Enrique Martinez

as a member of the Board of Directors on the recommendation

of the Appointments and Compensation Committee meeting of

February 4, 2019.

The powers of the Chief Executive Ofﬁcer are those conferred

upon him by law. He is vested with the broadest powers to act

in the Company’s name in all circumstances. He exercises those

powers within the limits of the corporate purpose and the powers

expressly assigned by law to the General Meeting and to the Board

of Directors. He represents the Company in its dealings with third

parties. Refer to section 3.2.2.2 on the limitations placed on the

powers of the Chief Executive Ofﬁcer by the Board of Directors.

On July 17, 2017, the Board decided to appoint Enrique Martinez

as Chief Executive Ofﬁcer, reﬂecting its determination to pursue the

Group’s transformation initiated in recent years with the support

of the management team in place, and to effectively complete the

integration process launched for Fnac and Darty in 2016.

3.1.7 / CHAIRMAN OF THE BOARD OF DIRECTORS

At its meeting of July 17, 2017, the Board of Directors decided

to appoint Jacques Veyrat as Chairman for the remainder of his

term as a Director in order to give the Chief Executive Officer

and management team the benefit of his experience and his

contribution to the Group’s strategic positioning.

n the Chairman may, without prejudice to the prerogatives of the

Board of Directors and its committees, be consulted by the

Chief Executive Ofﬁcer on all signiﬁcant events relating to the

Company’s strategy and major growth projects.

The Chairman has access to any document or information that

he deems necessary or useful for the performance of his duties

as set out above. He may consult theBoard Secretary and the

Company’s Chief Financial Ofﬁcer, and receive assistance from the

Company’s General Secretary for the administrative tasks resulting

from these duties.

With this choice, the Board expressed its conviction that

managerial continuity is the best way for the Group toconsolidate

its market position and operational performance.

The Chairman of the Board chairs the meetings of the Board of

Directors, and organizes and directsits work and meetings, on

which he reports to the General Meeting. He also ensures the

smooth running of the Company’s governing bodies, ensuring in

particular that the Directors are able to perform their duties. The

Chairman of the Board also chairs the General Meetings of the

shareholders.

As part of his duties, the Chairman interacts regularly with senior

management and members of the Executive Committee in order

to prepare the agenda for meetings of the Board of Directors.

In 2020, he took an active role in developing the Group’s new

strategic plan. His duties also include maintaining dialogue with

the shareholders. To achieve this, he interacts with Fnac Darty SA’s

principal shareholders. He also has contact with the market at

roadshows organized by the Group.

The internal regulations updated by the Board of Directors at their

meeting of October 17, 2019 set out the following speciﬁc duties

of the Chairman:

n the Chairman is responsible for the relations between the

Company’s shareholders and the Board regarding corporate

governance matters. He is also responsible for maintaining the

quality of relations with the Company’s strategic shareholders,

in close collaboration with the Chief Executive Ofﬁcer; and

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Organization of governance

3.1.8 / EXECUTIVE COMMITTEE

The Chief Executive Ofﬁcer is assisted by an Executive Committee

responsible for the functional and operational departments, so that

he can maintain efﬁciency in governance.

n Charles-Henri de Maleissye, Chief Executive Officer, Fnac

Vanden Borre in Belgium;

n Benjamin Perret, Director of Communications and Public Affairs;

As of March 1, 2021, the Group’s Executive Committee consists

of the following people:

n Marcos Ruao, Chief Executive Ofﬁcer, Fnac Spain, in charge of

coordination for the Iberian Region; and

n Enrique Martinez, Chief Executive Ofﬁcer;

n Olivier Theulle, Director of Operations and Information Systems.

n Annabel Chaussat, Director of Marketing and E-commerce;

n Anne-Laure Feldkircher, Strategy and MA Director;

n Tiffany Foucault, Director of Human Resources;

The Group Executive Committee meets weekly to discuss the

Group’s operational and ﬁnancial performance, strategic plans

and the management of the Company.

n Frédérique Giavarini, General Secretary in charge of Social and

Environmental Responsibility and Governance of the Group and

Chief Executive Ofﬁcer of Nature Découvertes;

On March 15, 2021, the Group announced a new

organizational structure for the Executive Committee of Fnac

Darty to fulﬁll the ambition of Everyday, the Group’s strategic

plan. This new organizational structure will take effect on

March 30, 2021. It is described in detail in section 4.3 “Recent

events and outlook” in chapter 4 of this Universal Registration

Document.

n Vincent Gufﬂet, Commercial Director, Products and Services

France;

n Benoît Jaubert, Director of Operations;

n Jean-Brieuc Le Tinier, Group Chief Financial Ofﬁcer;

3.1.9 / GENDER DIVERSITY POLICY OF MANAGEMENT BODIES

Gender equality was identiﬁed as a priority issue for the Group.

With 39.6% of women in the total workforce, but only 24% of

women in leadership positions, Fnac Darty is strongly committed

to strengthening its action in favor of greater gender diversity,

particularly in line management positions. The attractiveness of

the employer brand is in the balance, as is the Group’s ability to

rise to this major societal challenge.

n for the Leadership Group, achieve female representation

of 35%, i.e. 10 points higher than in 2019, with an increase

of 2 points per year until 2024 then 3 points in 2025. The

Leadership Group is made up of the members of the Executive

Committee, the Group’s executive officers, and key Group

managers in France and internationally (employees with

grade 19 or higher according to the Korn Ferry Hay weighted

job evaluation method).

In order to push the entire Company, including subsidiaries, to

make this issue a priority, an ambitious objective was set by the

Board of Directors on the recommendation of senior management:

To achieve this goal, emphasis was placed on:

n female recruitment and mobility;

n for the Executive Committee, in line with rules applicable to the

Board of Directors, achieve and maintain a percentage of at

least 40% of the under-represented gender by 2025 – currently

the percentage of women is 33%;

n improving the work/life balance.

In this regard, Senior Management informs the Board of Directors

annually of the results obtained.

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3.1.10 / ETHICAL STANDARDS FOR DIRECTORS AND OTHER INFORMATION

n To the Company’s knowledge, as of December 31, 2020,

Conﬂicts of Interest – Regulated agreements –

Convictions

none of the members of the administrative, management or

supervisory bodies has accepted any restrictions regarding

the disposal, within a certain period of time, of the issuer’s

n To the Company’s knowledge, as of the date of this Universal

securities they hold, with the exception of the rules governing

Registration Document, there were no family ties between the

the prevention of insider trading and the rules governing

members of the Board of Directors and the Company’s senior

the obligation of corporate officers to hold in registered

management.

form the shares fully vested under bonus share and option

plans awarded to them pursuant to Articles L. 225-185 and

L. 225-197-1 of the French Commercial Code.

n To the Company’s knowledge, as of December 31, 2020, in

the last ﬁve years none of the members of the administrative,

management or supervisory bodies: (i) has been convicted

of fraud, (ii) has been party to a bankruptcy, receivership,

liquidation, or placement of a business into administration, as a

member of an administrative, management or supervisory body

of said business (iii) has been the subject of an investigation

and/or any ofﬁcial public sanction by a statutory or regulatory

authority (including designated professional bodies) and (iv) has

been disqualiﬁed by a court from serving as a member of an

issuer’s administration, management or supervisory body,

or from being involved in the management or conduct of an

issuer’s business.

The internal regulations updated by the Board of Directors

on October 17, 2019 stipulate the following with respect to

managing conﬂicts of interest:

Each member of the Board “has an obligation to inform the

Board of any conflict of interest situation, and must state the

reason or reasons why he or she has decided, where applicable,

not to abstain from taking part in discussions and voting on any

deliberation of the Board which would put that member in said

situation.”

“If the Chairman or, as the case may be, the Vice-Chairman has

reasonable grounds to believe a Director or Directors are in a

situation of conﬂict of interest, they may withhold any information

or documents relating to the subject of the conflict from said

Director(s), and shall inform the Board member(s) of their decision.

n To the Company’s knowledge, as of December 31, 2020, no

potential conﬂict of interest has been identiﬁed in respect of

the Company between the duties of any of the persons who

are members of an administrative, management or supervisory

body and their private interests and/or other duties.

In the event of disagreement between the Chairman or, as the case

may be, the Vice-Chairman and the Board member, the Board

shall consult appropriate legal counsel on the matter concerned,

independent of the Group and any group in which the Board

member holds an ofﬁce and/or position. This counsel shall ensure

that the said Board member has timely access to all information

required by his/her ofﬁce as a Director, except information which,

if exchanged or shared, would constitute a proven conflict of

interest.”

n To the Company’s knowledge, as of December 31, 2020, there

is no arrangement or agreement with the main shareholders,

or with customers, suppliers or other parties under which any

member of an administrative, management or supervisory

body has been selected as a member of the administrative,

management or supervisory bodiesor as a member of senior

management.

n To the Company’s knowledge, as of December 31, 2020, no

beneﬁt is provided upon termination of any service agreement

binding a corporate ofﬁcer to the Company or to any of its

subsidiaries.

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Operation of administrative and management bodies

3.2 / Operation of administrative and management bodies

3.2.1 / COMMITTEES OF THE BOARD OF DIRECTORS

Pursuant to Article 15 (4) of the Company’s bylaws, at its meeting

of June 24, 2013,the Company’s Board of Directors established

committees in charge of reviewing issues submitted to them by

the Board or its Chairman.

management of banking institutions and companies, as evidenced

by their professional backgrounds (see section 3.1.3 “Ofﬁces and

positions held by the Directors and the Chief Executive Ofﬁcer” of

the Universal Registration Document).

The Company’s Board of Directors decided to create four

committees, the composition, duties and rules of operation of

which are set out below: an Audit Committee, an Appointments

and Compensation Committee, a Corporate, Environmental and

Social Responsibility Committee and a Strategy Committee.

Duties

The Audit Committee is responsible for monitoring the preparation

and auditing of accounting and financial information, and for

ensuring the effectiveness of risk-management and internal control

procedures to facilitate the Board’s review and approval thereof.

3.2.1.1 / Audit Committee

Accordingly, the Audit Committee’s internal regulations set out its

main responsibilities as follows:

The Company’s Board of Directors has decided to establish an

Audit Committee and set the terms of its internal regulations as

follows.

n monitoring the preparation of ﬁnancial information – The Audit

Committee is responsible for examining the annual or half-

year parent company and consolidated ﬁnancial statements

prior to their presentation to the Board and, in particular,

for assessing the methods chosen to account for major

transactions, provisions and related adjustments and any

situation that could create a material risk for the Group, as well

as any ﬁnancial information, any report concerning quarterly,

half-yearly or annual performance, or any reports prepared for

a speciﬁc transaction (such as a capital contribution, merger

or market transaction). The Committee ensures the relevance,

consistency, reliability and proper application of the accounting

policies in force in the Company and its main subsidiaries for

the preparation of the parent company and consolidated

ﬁnancial statements. It examines the scope of the companies

consolidated and the reasons why companies may not be

included, as well as major or complex transactions (signiﬁcant

acquisitions or disposals, restructuring, hedging transactions,

existence of special-purpose entities, material provisions, etc.)

that have impacted the Company’s ﬁnancial statements. The

Committee must speciﬁcally review material transactions where

a conﬂict of interest could have arisen. The Committee also

reviews the procedures used to prepare any other ﬁnancial and

accounting information published or reported to shareholders

or the market. The review of the financial statements must

be accompanied by a presentation by senior management

that describes the exposure to risks, including social and

environmental risks, and the material off-balance sheet

commitments of the Company and the accounting methods

chosen;

Composition

The Audit Committee is composed of three members, none of

whom may be an executive corporate ofﬁcer of the Company.

These members are appointed for an indefinite period (such

appointment shall terminate, in all circumstances, when they

cease to be a member of the Board of Directors). When selecting

members of the Audit Committee, particular consideration is given

to their independence, as well as to their ﬁnancial, accounting or

statutory audit expertise.

Therefore, in accordance with the criteria of the AFEP-MEDEF

Code, the Committee’s internal regulations stipulate that

Independent Directors comprise a minimum of two-thirds of the

Audit Committee. The Directors comprising the Audit Committee

in 2020 were all independent.

The composition of this committee was modiﬁed by the Company’s

Board of Directors at its meetings of October 22, 2015, May 23,

2016 and December 15, 2017. It was chaired in 2020 by Carole

Ferrand (Independent Director), and its other two members were

Daniela Weber-Rey (Independent Director) and Sandra Lagumina

(Independent Director).

All the members of the Audit Committee have recognized expertise

in financial, accounting or statutory audit matters, combining

their expertise in the ﬁeld of the general, operational or ﬁnancial

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Operation of administrative and management bodies

n monitoring the effectiveness of internal control, internal audit

and risk management systems relating to operations and

to the processing of ﬁnancial, non-ﬁnancial and accounting

information – The Audit Committee is tasked with ensuring

the relevance, reliability and correct implementation of

the Company’s internal control procedures, identification,

hedging and risk management procedures relating to its

business activities and the treatment of its financial, non-

ﬁnancial and accounting information, without compromising

its independence. The Audit Committee must ensure that

corrective actions are taken when signiﬁcant weaknesses or

material misstatements are identiﬁed. In order to do so, it is

informed of the main ﬁndings of the Statutory Auditors and

Internal Audit Department. The Committee also regularly

examines the mapping of business risks, as well as the material

off-balance sheet risks and commitments of the Company and

its subsidiaries. It assesses the seriousness of the problems

or weaknesses reported to it and informs the Board, where

necessary. The Committee gives its opinion on the duties,

organization and work plan of the Group’s internal audit

function, speaks with the head of Internal Audit and reviews the

internal audit reports or a periodic summary of these reports;

body (Compagnie Nationale des Commissaires aux Comptes).

If necessary, they may engage the Statutory Auditors in order to

identify any agreements that might be reclassiﬁedas regulated

agreements. Individuals that have a direct or indirectinterest in

any such agreements are not involved in their evaluation. Any

agreements concluded by Fnac Darty SA with companies in

which Fnac Darty SA directly or indirectly holds all of the capital,

minus the minimum number of shares required to comply with

legal requirements, if applicable, are excluded from the scope of

the evaluation procedure. The Legal and Financial Departments

present this evaluation annually to the Audit Committee and the

Board of Directors;

n monitoring the statutory audit of the parent company

and consolidated financial statements by the Company’s

Statutory Auditors – In accordance with the law and

European Regulations, the Statutory Auditors must present

to the Committee its overall work program and the tests it

has performed, the revisions it considers necessary to the

financial statements or accounting documentation, and its

observations on the valuation methods used, the irregularities

and inaccuracies it has identiﬁed, the conclusions drawn from

the comments and corrections made with regard to the results

for the period compared to those of the previous period,

and, no later than the submission date of the audit report,

an additional audit report prepared in accordance with the

European Regulations setting out the results of the statutory

audit. The Audit Committee monitors the performance by the

Statutory Auditors of their assignment, taking into account,

where applicable, the ﬁndings and conclusions of the audits

carried out by the supervisory authority for the audit industry

(Haut Conseil du Commissariat aux Comptes, H3C). To this

end, it must interview the auditors at meetings dealing with

the review of the ﬁnancial reporting process and the review of

the ﬁnancial statements, in order to report on the performance

of their duties and the conclusionsof their work. This allows

the Committee to be informed of the main areas of risk or

uncertainty regarding the ﬁnancial statements, as identiﬁed by

the Statutory Auditors, their audit approach and any difﬁculties

encountered in their work. The StatutoryAuditors must also

inform the Audit Committee of any material internal control

weaknesses identified during their work with regard to the

procedures used to prepare and process the accounting and

ﬁnancial information;

n monitoring the procedure for the regular evaluation of

current agreements concluded under normal conditions –

In accordance with the provisions of Article L. 22-10-12 of

the French Commercial Code, the procedure for the regular

evaluation of current agreements concluded under normal

conditions, entered into directly or through an intermediary,

between Fnac Darty SA and any of its corporate ofﬁcers or

shareholders holding more than 10% of thevoting rights, or

in which any such person has an indirect interest, or entered

into between Fnac Darty SA and anothercompany, if the Chief

Executive Ofﬁcer, any of the Chief Operating Ofﬁcers or any

of the Directors of the Company is the owner, a fully liable

partner, a manager, a Director or a member of the Supervisory

Board or, more generally, a person in any way involved in the

management of that company, is intended to ensure that said

agreements effectively fulﬁll these conditions. The Group’s Legal

and Financial Departments conduct an annual evaluation of the

current agreements concluded under normal conditions, on the

basis of the deﬁnitions of “current transactions” and “normal

conditions” set out in the guidance on regulated and current

agreements issued in 2014 by the French national auditing

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Operation of administrative and management bodies

n monitoring the rules regarding the independence and objectivity

of the Statutory Auditors – The Audit Committee must, along

with the Statutory Auditors, examine the risks affecting their

independence and the safeguards enacted to mitigate these

risks. When the Statutory Auditors are appointed, the Audit

Committee must manage the procedure for selecting the

Statutory Auditors and submit a recommendation to the Board

of Directors on the Statutory Auditors proposed for appointment

by the General Meeting. Except in cases where the Statutory

Auditors are up for reappointment, this recommendation

must be made following an invitation to tender, must be

substantiated and include at least two choices, and must give

reasons for the preferred choice. In cases where the Statutory

Auditors are up for reappointment, the Committee shall

recommend the selection procedure to the Board, including,

in particular, if there are grounds for issuing an invitation to

tender. It oversees the invitation to tender and approves the

speciﬁcations and selection of ﬁrms consulted, ensuring the

“best bidder” is selected rather than the “lowest bidder”. In

particular, every year, the Statutory Auditors must submit to the

Audit Committee the declaration of independence referred to in

Article 6 of the European Regulations, and inform it of the total

amount of fees paid to the network of Statutory Auditors by the

companies controlled by the Company or the entity controlling

it for services other than certiﬁcation of the ﬁnancial statements,

as well as the nature of these services. The Audit Committee

must also approve in advance the provision of services other

than audit services, after analyzing the risks affecting the

independence of the Statutory Auditor and the safeguards

applied by that Auditor. In this regard, the firm responsible

for the statutory audit may perform services other than audit

services which are not prohibited by the European Regulations

and by the Code of Ethics of Statutory Auditors. In that case,

the fees must not exceed 70% of the average fees invoiced

in the last three years for the statutory audit of the ﬁnancial

statements. The Audit Committee makes its decision, in this

regard, in accordance with the Audit Committee Charter. The

Committee must also ensure that the amount of fees paid by

the Company and its Group, or the proportion they represent

in the revenues of the firms and networks, are not likely to

adversely affect the independence of the Statutory Auditors.

For example, when the total fees paid by the Company to

one of its Statutory Auditors during each of the previous three

consecutive years represent more than 15% of the total fees

received by that Statutory Auditor in that period, the Committee

must examine whether the auditing assignment should be

subject to quality control by another auditor. If the fees received

by that Statutory Auditor continue to exceed 15% of the total

fees received, the Audit Committee will determine, based on

objective criteria, whether the Statutory Auditor may continue

to carry out its assignment for an additional period, which may

not, in any case, exceed two years; and

n ﬁnancing review – As part of its duties,the Audit Committee

conducts a detailed review of the ﬁnancing strategy, liquidity,

hedging, maturity, counterparties and, more generally, any

questions relating to the Group’s financial risks. The Audit

Committee then drafts its comments and passes them on to

the Board of Directors.

Practices

A meeting of the Audit Committee is valid when there is a quorum

of two members in attendance. The Audit Committee’s proposals

are adopted by a simple majority of those attending the meeting,

each member having one vote. The Audit Committee meets at

least four times a year and as many times as it deems necessary.

Audit Committee meetings are held before a meeting of the Board

of Directors and, where the agenda of the Audit Committee

concerns the examination of the half-year and annual ﬁnancial

statements prior to their examination by the Board, generally at

least two days before the Board meeting.

In the exercise of its duties, it hears from and may question the

Statutory Auditors, the Group’s Chief Financial Ofﬁcer and those

in charge of internal audit, internal control and financing. The

Committee is informed of the main issues identiﬁed by the Internal

Audit Department.

It reports regularly to the Board of Directors and submits opinions

and recommendations to the Board for matters within its sphere

of expertise. Written minutes of the Committee’s meetings are

produced and approved.

The Committee may call on experts from outside the Company

and interview anyone it chooses.

It reviews the fees for the Statutory Auditors every year and

assesses their independence.

3.2.1.2 / Appointments and Compensation

Committee

The Company’s Board of Directors has established an

Appointments and Compensation Committee and set the terms

of its internal regulations as follows.

Composition

The Appointments and Compensation Committee is composed

of three members, none of whom holds a management position

within the Company, and at least two of whom are independent as

regards the criteria adopted by the Company, in accordance with

the AFEP-MEDEF Code.

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The members are appointed for an indefinite period (such

appointment shall terminate, in all circumstances, when they

cease to be a member of the Board of Directors). When selecting

members of the Committee, particular consideration is given to

their independence and to their expertise in the selection and

compensation of corporate ofﬁcers of listed companies.

With particular regard to the appointment of the members of

the Board of Directors, the Committee speciﬁcally takes the

following criteria into account: (i) the desirable balance of the

composition of the Board of Directors, speciﬁcally in terms of

diversity (nationalities, ages, etc.) and in view of the composition

and the evolution of the Company’s shareholders, (ii) the

desirable number of independent members, (iii) the proportion

of men and women required by the regulations in force,

(iv) the opportunity for renewal of terms and (v) the integrity,

competence, experience and independence of each candidate.

In this context, the Committee proposes a diversity policy

which is applied to the members of the Board of Directors, for

adoption by the Board.

The Chairman of the Appointments and Compensation

Committee is appointed by the Board of Directors from among

the Independent Directors.

The composition of this committee was changed in 2020: Antoine

Gosset-Grainville (Independent Director) is its Chairman and its two

other members are Brigitte Taittinger-Jouyet (Independent Director)

whose directorship was renewed by the Ordinary Shareholders’

Meeting of May 28, 2020, and Nonce Paolini (independent

Director).

The Appointments and Compensation Committee also

organizes a process for selecting future Directors (both

independent and non-independent) and members of the

Board’s specialized committees. To do so, in addition to the

diversity policy adopted by theBoard, the Committee deﬁnes

specific expectations for each selection of a new Director

or appointment of a Director to a committee. It may use an

external recruitment ﬁrm, which must then comply with the

diversity policy adopted by the Board, and the Committee’s

speciﬁc additional expectations. It conducts its own research

on potential candidates before any approach is made to them.

The Committee may meet with the pre-selected candidates.

At the end of the selection process, the Committee makes

a recommendation regarding one or more candidates to the

Board of Directors, which will decide, in the caseof appointing

a new Director, whether or not to propose the appointment of

said candidate (s) to the General Meeting.

At the meeting of the Board of Directors on February 23, 2021, it

was decided to appoint a Director representing employees to the

Appointments and Compensation Committee in accordance with

the recommendation of Article 18.1 of the AFEP-MEDEF Code.

Duties

The Appointments and Compensation Committee is a specialized

committee of the Board of Directors whose main duties are as

follows:

n to assist the Board in appointing members of the governing

bodies of the Company and its Group; and

n to assist it in determining and regularly assessing the overall

compensation and beneﬁts awarded to the executive corporate

officers and senior executives of the Group, including any

deferred beneﬁts and/or post-employment beneﬁts, whether

due to voluntary or forced departure from the Group.

With regard to the appointment of the Chief Operating Ofﬁcers,

the Committee proposes to the Board of Directors a selection

process that guarantees the presence of at least one person

of each gender among the candidates until the end of the

selection process. These nomination proposals endeavor to

seek a balanced representation of women and men.

Accordingly, it performs the following duties:

When it makes its recommendations, the Appointments and

Compensation Committee must ensure that the independent

members of the Board and its specialized committees,

including the Audit Committee and the Appointments and

Compensation Committee, have at least the minimum number

of independent members required by the corporate governance

principles to which the Company adheres;

n proposing the appointment of members of the Board of

Directors, senior management and Board committees – The

Appointments and Compensation Committee is responsible for

making recommendations to the Board of Directors with regard

to the appointment of its members (by the General Meeting

or by co-option), and of the Chairman of the Board, the Chief

Executive Ofﬁcer and, where appropriate, the Chief Operating

Ofﬁcers, as well as the members and chairs of each of the other

Board committees.

n conducting an annual assessment of the independence of

the Board members – Each year, before the publication of the

Company’s Corporate Governance Report, the Appointments

and Compensation Committee assesses whether each Board

member meets the Company’s independence criteria and

submits an opinion to the Board for its consideration on the

situation of each individual in relation to these criteria;

For this purpose, it sends reasoned proposals to the Board of

Directors. These are made in the interests of shareholders and

the Company. In general, the Committee should strive to reﬂect

a diversity of experience and points of view, while ensuring

a high level of expertise, internal and external credibility and

stability of the Company’s corporate bodies. In addition,

it draws up and updates a succession plan for executive

corporate ofﬁcers so that it is in a position to quickly propose

succession solutions to the Board of Directors in the event of

an unforeseen vacancy.

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n evaluating the functioning of the Board of Directors – The

Appointments and Compensation Committee prepares an

annual report for the Board of Directors to enable the Board

to discuss its practices, to ensure that important issues are

properly prepared and discussed within the Board, and to

measure the effective contribution of each member to the

Board’s work. It also prepares a report to enable the Board of

Directors to evaluate the practices of its permanent Committees

under the same conditions and with the same frequency;

n reviewing any negative vote on the compensation of executive

corporate ofﬁcers and providing advice on the matter to the

Board of Directors – When the Ordinary General Meeting issues

a negative vote on the compensation paid during or allotted

for the year ended to the executive corporate officers, the

Committee gives its opinion to the Board in order to enable it

to discuss this subject at a later meeting.

Practices

n examining and making proposals to the Board of Directors

concerning all aspects and terms and conditions of

the compensation of the Group’s main executives and

senior management as well as the Chairman and, where

applicable, the Vice-Chairman of the Board of Directors –

The Appointments and Compensation Committee draws

up proposals that include ﬁxed and variable compensation,

as well as, where applicable, stock options, performance

share allotments, pension and provident insurance plans,

hiring bonuses, termination packages and non-compete

allowances, benefits in kind or other specific benefits, and

any other direct or indirect compensation (including long-term

beneﬁts) that may constitute compensation for members of

the senior management, under the conditions provided by the

regulations. It is informed of these aspects of the compensation

of the Group’s senior executives and the relevant compensation

policies that have been implemented within the Group. The

Committee also drafts proposals about the compensation of

the Chairman of the Board of Directors, and, where applicable,

that of the Vice-Chairman under the conditions required by

regulations. When preparing its proposals and work, the

Appointments and Compensation Committee takes into

account the corporate governance standards to which the

Company adheres;

A meeting of the Appointments and Compensation Committee is

valid when there is a quorum of two members in attendance. The

proposals of the Appointments and Compensation Committee are

adopted by a simple majority of those attending the meeting, each

member having one vote.

The Appointments and Compensation Committee may meet as

many times as it deems necessary, but must meet at least once

a year, prior to the meeting in which the Board assesses whether

its members meet the Company’s independence criteria (for more

information on the concept of “independence” see section 3.1.4

“Independence of Directors” in this Universal Registration

Document), and, in any event, prior to any Board meeting deciding

on the compensation of senior management or the distribution of

Directors’ fees.

3.2.1.3 / Corporate, Environmental and Social

Responsibility Committee

The Company’s Board of Directors has established a Corporate,

Environmental and Social Responsibility Committee and set the

terms of its internal regulations as follows.

n examining and making proposals to the Board of Directors

concerning the budget and distribution method for Directors’

fees – The Appointments and Compensation Committee makes

proposals to the Board regarding the budget and distribution

of Directors’ fees and the individual payments to be made to

members of the Board, taking into account their attendance at

Board and Committee meetings, their responsibilities and the

time they are required to devote to their duties;

Composition

The Corporate, Environmental and Social Responsibility Committee

is composed of four members, who are appointed for an indeﬁnite

period (such appointment shall terminate, in all circumstances,

when they cease to be a member of the Board of Directors). When

selecting members of the Committee, particular consideration

is given to their independence, as well as to their expertise in

assessing issues relating to corporate, environmental and social

responsibility.

n exceptional duties – The Committee is consulted to make

recommendations to the Board of Directors on all exceptional

compensation relating to exceptional duties that may be

assigned, where applicable, by the Board of Directors tosome

of its members; and

The composition of this committee was modiﬁed by the Company’s

Board of Directors at its meeting of April 4, 2019. It was chaired

in 2020 by Brigitte Taittinger-Jouyet (Independent Director), and

its other three members were Delphine Mousseau (Independent

Director), Jean-Marc Janaillac (Independent Director) and Caroline

Grégoire Sainte Marie (Independent Director).

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n examining the Company’s publications in the areas of

corporate, environmental and social responsibility – Each

year, the Committee reviews all information published by the

Company that relates to issues of corporate, environmental and

social responsibility. In this respect, the Committee reviewsthe

reporting, assessment and control systems annually, to enable

the Group to produce reliable information for these areas;

Duties

The duties of the Corporate, Environmental and Social

Responsibility Committee focus on the three components of

sustainable development identiﬁed by the Company: corporate

responsibility, environmental responsibility and social responsibility.

This committee reviews the actions and results of the previous year

and presents Fnac Darty’s strategic priorities for the current year.

n examining issues relating to the promotion of diversity, equity

and equality – Each year, the Committee examines all issues

relating to the promotion of diversity, equity and equality in the

Company. Where necessary, it summarizes its observations as

recommendations and submits them to the Board of Directors.

It also monitors and distributes the recommendations adopted

by the Board of Directors;

It covers such topics as social dialogue, equal treatment, gender

equality, employment of young people and older workers, diversity,

environmental impact management, cultural initiatives and social

inclusion, and sourcing in Asia, particularly for Darty-branded

products or products licensed under the Darty banner.

The Committee also ensures that the disclosures in chapter 2

“Non-ﬁnancial Performance Declaration” of this document have

been veriﬁed by an independent third-party body to certify their

compliance with Article L. 225-102-1, paragraphs 5 and 6.

n examining of the impact of the brands’ business on the

environment – Each year, the Committee examines the impact

of the Company’s business on the environment.It prioritizes

questions concerning energy consumption, carbon dioxide

emissions arising directly or indirectly from the Company’s

activities, and initiatives promoting the collection and recycling

of end-of-life products. Where necessary, it summarizes its

observations as recommendations and submits them to

the Board of Directors. It also monitors and distributes the

recommendations adopted by the Board of Directors;

Accordingly, the Corporate, Environmental and Social

ResponsibilityCommittee’s internal regulations deﬁne its main

duties as follows:

n examining the corporate, environmental and social policies

enacted by the Company – The Committee conducts the

annual examination of the corporate, environmental and

social policies enacted by the Company, the targets set and

the results obtained in these areas. TheCommittee assesses

these areas in light of the business activities of the Company

and of its subsidiaries, and any information it may have on

suppliers and their subcontractors. To this end, it also reviews

the Group’s Business Code of Conduct,which is distributed

to employees, suppliers, partnersand subcontractors of the

Group, and the Fnac Darty CSR Charter and, where applicable,

suggests improvements to the Charter.

n involving the brands in a sustainable societal approach – The

Committee pays particular attention to changes in societal

trends strongly linked to the Group’s activities, such as the ﬁght

against cultural exclusion, freedom of expression, the rise of

digital technology and automation, and the development of a

more responsible approach to consumption.

It supports initiatives to promote these values among the

general public, inviting people to become involved with

initiatives undertaken by the Company (such as offering to act

as partners with non-proﬁt associations, a solidarity sign-up

program, collecting entertainment products for redistribution

to those most in need of them, etc.);

Once a year, the Committee also examines a summary of

ratings awarded to the Company and its subsidiaries by the

non-ﬁnancial rating agencies.

n involving employees in the brands’ corporate, environmental

and social policies – Each year, the Committee draws up

proposals to strengthen employees’ involvement in the

Company’s corporate, environmental and social policies.

In this respect, it identifies how best to communicate the

key messages to the greatest number of people, to further

employees’ awareness of these messages, and to provide

training on its key corporate, environmental and social policies.

It also reviews changes to proposals that have previously been

adopted and implemented and, where necessary, proposes

additional changes and/or further actions to be taken; and

In addition, the Committee examines the quality of social

dialogue within the Company and reviews any opinion surveys

that may have been conducted.

Lastly, the Committee annually identifies the priority areas

for corporate, environmental and social policies, proposes

objectives and deﬁnes actions to achieve them;

n examining the main corporate, environmental and social

risks and opportunities for the Company – Each year, the

Committee prepares a presentation mapping any risks related

to the corporate, environmental and social responsibilities of

the Company in light of speciﬁc challenges in the Company’s

business activities. It examines the risks identiﬁed, reviews the

procedures for protecting against those risks and monitors their

development;

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n examining fair practices in light of the Group’s ethical principles

set out in the Fnac Darty Business Code of Conduct – In this

context, the Committee examinesand makes proposals to

the Board speciﬁcally on issues relating to the prevention and

detection of corruption and inﬂuence peddling.

Brigitte Taittinger-Jouyet (Chair of the Corporate, Environmental

and Social Responsibility Committee and Independent Director)

and Enrique Martinez (CEO and Director).

Duties

The Strategy Committee has two main tasks:

Practices

a) general role: the general role of the Committee is to

consider the broad strategic priorities of the Group that

may be implemented by the executives, specifically in the

fields of business, investment, partnerships or any other

matter considered central to the Group’s future and, where

appropriate, make recommendations to the Board of Directors

in this regard;

A meeting of the Corporate, Environmental and Social

Responsibility Committee is valid when there is a quorum of two

members in attendance. The Corporate, Environmental and Social

Responsibility Committee’s proposals are adopted by a simple

majority of those attending the meeting, each member having one

vote. The Committee meets as many times as it deems necessary,

and at least once a year, prior to the Board meeting to convene

the Company’s Annual General Meeting.

b) speciﬁc role: at the request of the Chairman, the Executive

Corporate Ofﬁcer or the Board of Directors, the Committee

may also be required to provide an opinion on planned

investments or divestments, including the acquisition, sale

or exchange of shareholdings in any existing companies or

companies to be created, which must be subject to prior

authorization by the Board of Directors.

3.2.1.4 / Strategy Committee

In 2019, the Company’s Board of Directors decided to establish

a Strategy Committee and set the terms of its internal regulations

as follows.

If necessary, the Committee may delegate the task of formulating

any opinion on a particular subject to the Chairman, one of its

members or any sub-committee composed of several of its

members.

Composition

The Committee is composed of (i) the Chairman of the Board

of Directors, (ii) the Executive Corporate Ofﬁcer (if this role is not

combined with that of the Chairman of the Board), (iii) the Chair

of the Audit Committee, (iv) the Chairman of the Appointments

and Compensation Committee, and (v) the Chair of the

Corporate, Environmental and Social Responsibility Committee,

i.e. a minimum of four members in the case of accumulation of

directorships as indicated above and a maximum of ﬁve members

if no accumulation of directorships as indicated above.

In this context, the Strategy Committee carries out the following

main tasks:

n the Committee may speak with the Executive Corporate Ofﬁcer

(if not a Director) and, if necessary, interview the managers of

any operational or functional entities that may be relevant to

the execution of its tasks. The Chairman shall give advance

notiﬁcation thereof to the Executive Corporate Ofﬁcer, unless

they are a member of the Committee. In particular, the

Committee is entitled to interview the Director of Strategy and

MA or any person designated by them; and

The Executive Corporate Ofﬁcer (if not a Director) and the Group’s

Chief Financial Officer attend the meetings of the Strategy

Committee.

n the Committee may request external expert studies on matters

falling within its competence at the Company’s expense,

subject to reporting back to the Board on these matters.

The Committee is chaired by the Chairman of the Board of

Directors, unless this role is combined with that of CEO.

The Chairman of the Committee may invite certain Directors who

are not members of the Committee to attend the meetings.

Practices

This Committee is therefore composed as follows: it is chaired

by Jacques Veyrat (Chairman of the Board of Directors

and Independent Director) and its other four members are

Antoine Gosset-Grainville (Chairman of the Appointments and

Compensation Committee and Independent Director), Carole

Ferrand (Chair of the Audit Committee and Independent Director),

A meeting of the Strategy Committee is valid when there is a

quorum of two members in attendance. The Strategy Committee’s

proposals are adopted by a simple majority of those attending the

meeting, each member having one vote. The Strategy Committee

meets at least once a year and as many times as it deems

necessary.

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3.2.2 / CONDITIONS FOR THE PREPARATION AND ORGANIZATION

OF THE WORK OF THE BOARD OF DIRECTORS

A Market Ethics Charter, updated at the meeting of October 17,

3.2.2.1 / Internal regulations

of the Board, Market Ethics

2019, has been adopted by the Board of Directors. The Charter

reiterates the regulatory obligations of corporate ofﬁcers, persons

exercising responsibilities, executives and insiders, in particular

those relating to the prevention of insider trading. It also deﬁnes

rules regarding restrictions on trading in the Company’s shares

or, more generally, the Group’s shares, by stipulating “blackout

periods” implemented in advance of the publication of annual and

half-yearly results and quarterly ﬁnancial information, and reiterates

the rules for the declaration of securities transactions by executives

and persons closely linked to them. The Market Ethics Charter

also designates an ethics ofﬁcer responsible for addressing any

questions and concerns from insiders with regard to the Charter.

Charter and the handling

of insider information

The Board of Directors assumes the duties and exercises the

powers conferred by law, the Bylaws and the internal regulations

of the Board, which are available on the Group’s website.

It establishes and assesses the direction, objectives and

performance of the Company and ensures that they are

implemented in accordance with the corporate interest, taking into

account the social and environmental challenges of its business.

Subject to the powers expressly attributed to theGeneral Meetings

and within the limits of the corporate purpose, it handles all issues

affecting the Company’s operations and regulates theCompany’s

affairs by its deliberations.

3.2.2.2 / Limitations imposed by the Board

of Directors on the powers

of the Chief Executive Ofﬁcer

The Board carries out the audits and verifications it deems

necessary.

Under the law, the Chief Executive Officer is vested with the

broadest powers to act in the name of the Company in all

circumstances. He exercises those powers within the limits of the

corporate purpose and the powers expressly assigned by law to

the General Meeting and to the Board of Directors.

The conditions for the preparation and organization of the work

of the Board of Directors are defined by law, the Company’s

bylaws, the Board’s internal regulations and the work of the Board

of Directors’ specialized committees. The Board has drawn up

internal regulations for each of the committees.

As regards the Board of Directors’ statutory duty to set the

strategic priorities for the Company’s business and ensure their

implementation, and without prejudice to the legal provisions

concerning authorizations that must be granted by the Board,

the internal regulations of the Board of Directors require certain

decisions made by the Chief Executive Ofﬁcer to be submitted

to the Board of Directors for prior approval, due to the type of

decision or its material nature.

In accordance with the law and its internal regulations, the Board

of Directors meets at least four times per year and at any other

time, as often as the Company’s interests so require. To enable the

Directors to prepare as well as possible for the issues that are to

be reviewed in meetings, a comprehensive dossier that includes

the necessary information for each subject on the agenda is sent

to them in a timely manner ahead of the meeting.

In its decision of July 17, 2017, the Board of Directors maintained

the limitations of powers that had been set out in Article3.3 of the

version of the internal regulations of the Board of Directors dated

January 26, 2017, which are as follows:

The internal regulations deﬁne the frequency and conditions for

Board meetings and provide for the possibility of participating by

videoconference and/or teleconference. The bylaws also provide

for the possibility of Directors making decisions by means of

written consultation.

“The Chief Executive Ofﬁcer must obtain the Board’s prior consent

for any of the following transactions:

They also establish the principle of regular evaluation of the Board’s

functioning and deﬁne the procedures for distributing Directors’

fees under the conditions provided for by the regulations.

a) issues and transactions that materially affect the Group’s

strategy, ﬁnancial structure or scope of business;

The internal regulations require the Directors to inform the

Chairman of the Board of Directors of any conflict of interest,

including potential conﬂicts of interest, between their duties to the

Company and their private interests and/or other duties. Directors

are not allowed to abstain from taking part in any discussions or

voting on any item that concerns them directly or indirectly.

b) the following transactions conducted by the Company or any

entity controlled by the Company if they exceed the threshold

set by the Board of Directors:

(i) any investment or divestment, including an acquisition or sale

or exchange of interests in any companies currently existing

or to be created, insofar as such transactions exceed an

amount deﬁned by the Board and valid for the duration set

by the Board in its decision,

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(ii) any surety, endorsement or guarantee of any kind, insofar

as such transactions exceed an amount defined by the

Board and valid for the duration set by the Board in its

decision, and

At its meeting of February 23, 2021, the Board read the

conclusions from the detailed questionnaires previously sent to

Board members and conducted the annual assessment of its

operation and its committees. The Board noted that all Directors

had returned their questionnaire and that the responses showed

a generally high level of satisfaction, with no difficulties or

inadequacies highlighted. In general, the Board members believe

that the Board and its Committees function effectively, and that the

important issues are well discussed.

(iii) any borrowing (or series of borrowings) or loans, of

any type, or the prepayment of a loan, insofar as such

transactions exceed an amount deﬁned by the Board and

valid for the duration set by the Board in its decision.

The Board also ensures that, if a strategic or signiﬁcant transaction

falls outside the strategy announced by the Company, sufﬁcient

information is provided to enable prior authorization to be obtained

from the Board of Directors.”

In accordance with the internal regulations ofthe Board, the last

three-year formal assessment of the Board was conducted in

2020 on its functioning during the year ended December 31, 2019

(independent third-party assessment).

In this context and at its meeting of July 25, 2019, the Board

of Directors decided to submit for prior authorizations any

transactions which exceed the following thresholds:

Board of Directors

Work of the Board of Directors in 2020

n any surety, endorsement or guarantee issued up to an annual

overall limit of €50 million;

The Board met seven times in 2020, with an average attendance

rate of 98%. All meetings were chaired by the Chairman of the

Board of Directors. Individual attendance ﬁgures for Directors at

meetings of the Board of Directors are given at the end of this

chapter (3.2.2.3).

n any investment or divestment, including an acquisition or sale

or exchange of interests in any companies currently existing or

to be created, that exceeds €30 million; and

n any borrowing (or series of borrowings) or lending of money

At its meeting of January 16, 2020,

the Board of Directors:

Attendance

rate: 92%

of any kind or prepayment of a loan that exceeds €50 million.

At this meeting, the Board decided that these authorizations and

thresholds should be set for a period of two years expiring on

July 31, 2021.

n examined the initial revenue and results trends for 2020; and

n reviewed a status update on business in the Netherlands.

Furthermore, the Board is regularly notiﬁed of the ﬁnancial position,

the cash position and the commitments of the Company and

the Group. In fact, the Group’s Chief Financial Ofﬁcer attends all

Board meetings (with the exception of those held in the absence

of the Chief Executive Officer) during which he can highlight,

where appropriate, any facts or signiﬁcant events relating tothese

matters.

At its meeting of January 28, 2020,

the Board of Directors:

Attendance

rate: 100%

n reviewed the business performance in the fourth quarter of

2019 and the preliminary results for 2019;

n established the budget priorities for 2020;

n reviewed the work of the Audit Committee meeting of

December 6, 2019;

3.2.2.3 / Work of the Board and its specialized

committees

n conducted the annual review of regulated agreements; and

n conducted the annual evaluation of current agreements

Assessment of the Board of Directors

and the specialized committees

concluded under normal conditions.

Pursuant to the provisions of the Board’s internal regulations and

the AFEP-MEDEF Corporate Governance Code, once a year

the Board devotes one item on the agenda to a review of the

composition, organization and functioning of the Board and its

Committees and the effective contribution of the Directors to the

Board’s work.

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Operation of administrative and management bodies

At its meeting of February 26, 2020,

the Board of Directors:

Attendance

rate: 100%

At its meeting of April 18, 2020,

the Board of Directors:

Attendance

rate: 100%

n approved the annual ﬁnancial statements and reports for 2019,

after taking into account the work undertaken by the Audit

Committee in 2019, the 2020 audit plan and the 2019 risk

mapping;

n reviewed the work of the Appointments and Compensation

Committee meeting of April 10, 2020;

n examined and approved the updates to the Universal

Registration Document; and

n reviewed and approved the 2020 budget and the commercial

n decided on the amended agenda for the General Meeting of

Shareholders of 28 May 2020 and decided that it should take

place behind closed doors.

policy;

n reviewed the work of the Appointments and Compensation

Committee meeting of February 24, 2020 and:

At its meeting prior to the General Meeting

of May 28, 2020, the Board of Directors:

Attendance

rate: 100%

approved the variable compensation for 2019 of the Chief

Executive Officer and the amount. The Chief Executive

Officer and the Chairman of the Board were not in

attendance when this decision was made by the Directors,

n approved the implementation of the stock buyback program,

subject to approval of this program by the Combined General

Meeting of May 28, 2020;

approved the compensation policy for corporate ofﬁcers, in

particular the terms regarding the ﬁxed compensation for the

Chairman and the Chief Executive Ofﬁcer and the variable

compensation for 2020 for the Chief Executive Ofﬁcer. The

Chief Executive Officer and the Chairman of the Board

were not in attendance when this decision was made by

the Directors;

n approved the long-term incentive plan for certain senior

executives of the Group; and

n prepared for the Combined Ordinary and Extraordinary General

Meeting of May 28, 2020.

At its meeting of June 16, 2020,

the Board of Directors:

Attendance

rate: 92%

n approved the special report on stock subscription options

and the allocation of bonus shares issued during the year (in

application of Articles L. 225-184 and L. 225-197-4 of the

French Commercial Code);

n reviewed an update on activity and financial

communications; and

n approved the long-term incentive plan for employees and

Group executives, specifically excluding the Company’s

corporate ofﬁcers.

n reviewed the work of the Corporate, Environmental and Social

Responsibility Committee meeting of February 21, 2020, and

approved the corporate and environmental information to be

published in the Management Report;

At its meeting of July 29, 2020,

the Board of Directors:

Attendance

rate: 100%

n approved the report on Corporate Governance; and

n reviewed the work of the Audit Committee meeting of July 24,

n approved the draft resolutions and the agenda for the General

2020 on the approval of the half-year ﬁnancial statement;

Meeting of Shareholders of May 28, 2020.

n examined and approved the half-year ﬁnancial statements as

At its meeting of March 27, 2020,

the Board of Directors:

Attendance

rate: 100%

of June 30, 2020; and

n adopted a procedure for authorizing guarantees, pledges and

n reviewed an update regarding the health crisis; and

endorsements.

n outlined an adjusted ﬁnancing plan in response to the health

At its two meetings of October 21, 2020,

crisis.

the Board of Directors, initially meeting

as the full Board and then in the absence

of the Chief Executive Ofﬁcer:

Attendance

rate: 100%

At its meeting of April 9, 2020,

the Board of Directors:

Attendance

rate: 100%

n reviewed the business performance in the third quarter of 2020;

n gave an update;

n approved the Company’s management planning

n examined the revenue for the ﬁrst half of the year and approved

documents; and

an adjusted ﬁnancing plan in response to the health crisis.

160 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

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Operation of administrative and management bodies

n reviewed the work of the Appointments and Compensation

Committee meeting of September 15 and October 21, 2020,

the Corporate, Environmental and Social Responsibility

Committee meeting of October 5, 2020 and the Audit

Committee meeting of October 13, 2020.

n established the distribution of Directors’ fees (formerly

“attendance fees”) for 2020;

n reviewed the work of the Corporate, Environmental and Social

Responsibility Committee meeting of February 22, 2021, and

approved the corporate and environmental information to be

published in the Management Report;

At the end of this meeting, the Board of Directors met in the

absence of the Chief Executive Ofﬁcer. The discussions lasted for

sixty minutes and took place in the presence of the Directors only.

The Chief Executive Ofﬁcer was not in attendance.

n approved the report on Corporate Governance, the Board’s

Management Report, and the Board’s Draft Resolutions Report

and the draft resolutions of the Annual Combined General

Meeting.

Work of the Board of Directors

from January 1 to February 26, 2021

Audit Committee

At its meeting of January 19, 2021,

the Board of Directors:

Attendance

rate: 92%

Work of the Audit Committee in 2020

and up to February 18, 2021

n discussed the initial revenue and results trends for 2020; and

n discussed the budgetary priorities for 2021.

Work of the Audit Committee in 2020

In 2020, the Audit Committee met six times, with an average

attendance rate of 100%.

At its meeting of January 26, 2021,

the Board of Directors:

Attendance

rate: 100%

n reviewed the business performance in the fourth quarter of

The ﬁrst meeting was held on

February 24, 2020 and mainly focused on:

Attendance

rate: 100%

2020 as well as budget priorities for 2021;

n approved the Group’s strategic plan;

n a presentation of Fnac Darty financial results as of

December 31, 2019;

n conducted an annual review of the regulated agreements and

read the report on the evaluation of agreements relating to

current transactions concluded under normal conditions.

n reviewing the work to close the parent company and

consolidated ﬁnancial statements and their notes for Fnac Darty

as of December 31, 2019;

At its meeting of February 23, 2021,

the Board of Directors:

Attendance

rate: 100%

n reviewing the independence and objectivity of the Statutory

Auditors, the amount of fees paid to them and the report on

the services provided that are directly related to their duties as

Statutory Auditors;

n reviewed the work of the Audit Committee, meeting on

February 19, 2021 for 2020, the 2021 audit plan approved by

the 2020 Audit Committee and risk mapping reviewed by the

Audit Committee, and approved the annual ﬁnancial statements

and reports for ﬁnancial year 2020;

n reviewing the Statutory Auditor’s supplementary report;

n reviewing the summary statement of services other than the

certiﬁcation of the ﬁnancial statements for the year 2019;

n reviewed and approved the 2021 budget and the

Everyday strategic plan;

n reviewing the draft 2019 Universal Registration Document,

speciﬁcally those chapters relating to the ﬁnancial statements,

the management report, corporate governance and risk factors

and internal control; and

n reviewed the work of the Appointments and Compensation

Committee meeting of February 19, 2021, and approved the

variable compensation for 2020 ofthe Chief Executive Ofﬁcer

and the amount and terms of the Chief Executive Officer’s

ﬁxed and variable compensation for 2021. The Chief Executive

Ofﬁcer was not in attendance when this decision was made

by the Directors;

n reviewing the draft press release on the 2019 annual results.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 161

CORPORATE GOVERNANCE

Operation of administrative and management bodies

The Committee meeting of March 24, 2020

focused solely on:

The Committee meeting

of December 03, 2020 mainly focused on:

Attendance

rate: 100%

Attendance

rate: 100%

n reviewing the Group’s ﬁnancing.

n reviewing the 2021 Fnac Darty risk mapping;

n reviewing the follow-up work on services other than the

certiﬁcation of the ﬁnancial statements, as of November 30,

2020;

The Committee meeting of May 25, 2020

mainly focused on:

Attendance

rate: 100%

n a presentation of the Restart plan following the reopening of

n the proposed 2021 audit plan;

stores;

n reviewing the Group’s long-term ﬁnancing strategy;

n a presentation of the initial impacts of Covid on the accounts.

n reviewing the approach and methodology used for impairment

The Committee meeting of July 24, 2020

mainly focused on:

Attendance

rate: 100%

tests; and

n reviewing the remedial action taken to counter the risks

n a presentation of the Fnac Darty ﬁnancial statements as of

associated with franchises and supplier relations.

June 30, 2020 and a review of the half-year ﬁnancial report;

The Committee meeting

of February 19, 2021 mainly focused on:

Attendance

rate: 100%

n reviewing the work to close the half-year ﬁnancial statements

for the period ended June 30, 2020;

n a presentation of Fnac Darty financial results as of

n a meeting held with the Statutory Auditors on their limited

December 31, 2020;

review of the half-year ﬁnancial statements;

n reviewing the work to close the parent company and

consolidated financial statements and their notes as of

December 31, 2020;

n reviewing the internal audit work for the ﬁrst half of 2020;

n reviewing the draft press release on the half-year results; and

n reviewing the remedial action taken to counter cyber risk.

n reviewing the independence and objectivity of the Statutory

Auditors, the amount of fees paid to them, the total amount of

fees paid for services other than the certiﬁcation of the ﬁnancial

statements, as well as the nature of those services provided

that are directly related to their duties as Statutory Auditors;

The Committee meeting

of October 13, 2020 mainly focused on:

Attendance

rate: 100%

n reviewing the follow-up work on the 2020 audit plan;

n reviewing the Statutory Auditor’s supplementary report;

n reviewing the main legal, tax and social security disputes and

audits underway within the Group’s scope of consolidation;

n reporting on the evaluation of agreements relating to current

transactions concluded under normal conditions;

n reviewing the follow-up work on services other than the

certification of the financial statements, as of the end of

September 2020; and

n reviewing the summary statement of services other than the

certiﬁcation of the ﬁnancial statements for the year 2020;

n reviewing the remedial action taken to counter IT risk on the

n reviewing the draft 2020 Universal Registration Document,

speciﬁcally those chapters relating to the ﬁnancial statements,

the management report, corporate governance and risk factors

and internal control; and

ability to support the transformation of the Group.

n reviewing the draft press release on the 2020 annual results.

The Audit Committee reported on its work and made

recommendations to the Board of Directors.

162 2020 UNIVERSAL REGISTRATION DOCUMENT

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CORPORATE GOVERNANCE

Operation of administrative and management bodies

reviewing the independence criteria for Directors and the

issuing of an opinion on the independence of each Director.

Directors who sit on the Appointments and Compensation

Committee did not take part in the decisions concerning

their own independence, and

Appointments and Compensation Committee

Work of the Appointments and Compensation

Committee in 2020 and up to February 19, 2021

Work of the Appointments and Compensation

Committee in 2020

Audit Committee: reviewing the speciﬁc ﬁnancial, accounting

or statutory audit expertise of the members of the Audit

Committee;

In 2020, the Appointments and Compensation Committee met ﬁve

times, with an average attendance rate of 100%.

n reviewing the draft report on corporate governance;

The ﬁrst meeting was held on

February 24, 2020 and mainly focused on:

Attendance

rate: 100%

n reviewing the policy of the Company (Fnac Darty SA) on equal

opportunities and equal pay; and

n an assessment of the work of the Board and the specialized

n notiﬁcation of the appointment of Enrique Martinez to the Board

committees by an external consultancy ﬁrm;

of Directors of Nuxe as a non-executive member.

n reviewing the regulatory changes applicable from the 2020

The Committee meeting

of April 10, 2020 mainly focused on:

Attendance

rate: 100%

General Meeting;

n reviewing the components of the 2019 variable compensation

n reviewing and proposing the implementation of an authorization

to award bonus shares to employees, with the express

exclusion of corporate ofﬁcers; and

for the Chief Executive Ofﬁcer;

n reviewing and proposing a compensation policy for corporate

ofﬁcers, in particular:

n reviewing and proposing changes to the compensation of

corporate ofﬁcers during the lockdown period.

reviewing and proposing the conditions and components

of compensation for 2020 for the Group’s main executives,

The Committee meeting

of May 20, 2020 mainly focused on:

Attendance

rate: 100%

reviewing and proposing a structure for the 2020 ﬁxed and

variable compensation of the Chief Executive Ofﬁcer,

n reviewing and proposing a draft long-term incentive plan for

2020:

reviewing and proposing 2020 ﬁxed compensation for the

Chairman of the Board,

reiterating the obligation for corporate ofﬁcers to hold shares

received from bonus share awards and the exercise of stock

options.

deﬁning the method for distributing Directors’ fees and the

budget for 2020;

The Committee meeting

of September 15, 2020 mainly focused on:

Attendance

rate: 100%

n reviewing the ex-ante and ex-post Say on Pay draft resolutions

to be submitted to the vote of the 2020 General Meeting;

n reviewing and proposing rules for adjusting the objectives of

long-term incentive plans currently in place, in the context of

the health crisis.

n reviewing the distribution of Directors’ fees (previously called

“attendance fees”) for 2019;

n reviewing succession plans for the executive corporate ofﬁcers;

The Committee meeting

of October 21, 2020 mainly focused on:

Attendance

rate: 100%

n the composition of the Board of Directors and the specialized

committees:

n reviewing and proposing rules for adjusting the objectives of

long-term incentive plans currently in place, in the context of

the health crisis.

an update on the proportion of men and women on the

Board of Directors and the diversity thereof,

a proposal for renewing and appointing new Directors,

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 163

CORPORATE GOVERNANCE

Operation of administrative and management bodies

The work of the Appointments and Compensation

Committee in 2021 up to February 19

Corporate, Environmental and Social

Responsibility Committee

The Committee meeting

of February 19, 2021 mainly focused on:

Attendance

rate: 100%

Work of the Corporate, Environmental

and Social Responsibility Committee in 2020

and up to February 22, 2021

n assessing the work of the Board and the specialized

committees;

The Corporate, Environmental and Social Responsibility

Committee met twice in 2020, with all members of the committee

in attendance.

n reviewing the components of the 2020 variable compensation

for the Chief Executive Ofﬁcer;

n reviewing and proposing a compensation policy for corporate

On February 21, 2020,

the Committee reviewed:

Attendance

rate: 100%

ofﬁcers, in particular:

reviewing and proposing a structure for the 2021 ﬁxed and

variable compensation of the Chief Executive Ofﬁcer,

n the actions carried out during 2019 and the Group’s compliance

with the obligations of the Non-financial Performance

Declaration. It also looked at the Group’s social policy in 2019,

particularly in terms of structural changes, skills development

and reinforcing a shared culture.

reviewing and proposing 2021 ﬁxed compensation for the

Chairman of the Board,

deﬁning the method for distributing Directors’ fees 2021;

On October 2, 2020,

Attendance

rate: 100%

the Committee reviewed:

n reviewing and proposing the ex-ante and ex-post Say on Pay to

be submitted to the vote of the 2021 General Meeting;

n the CSR policy of Nature Découvertes; and

n reviewing the distribution of Directors’ fees for 2020;

n a summary of the CSR actions undertaken by Fnac Darty since

the previous Committee meeting.

n reviewing succession plans for the executive corporate ofﬁcers;

On February 22, 2021,

the Committee reviewed:

Attendance

rate: 100%

n the composition of the Board of Directors and the specialized

committees:

n the actions carried out during 2020 and the Group’s compliance

with the obligations of the Non-financial Performance

Declaration. It also examined the management roadmaps for

the various CSR pillars.

an update on the proportion of men and women on the

Board of Directors and the diversity thereof,

a proposal for renewing and appointing new Directors,

reviewing the independence criteria for Directors and the

issuing of an opinion on the independence of each Director.

Directors who sit on the Appointments and Compensation

Committee did not take part in the decisions concerning

their own independence, and

All information relating to the Group’s CSR policies and

performance is disclosed in chapter 2 “Non-ﬁnancial Performance

Declaration” of this document.

Strategy Committee

Audit Committee: reviewing the speciﬁc ﬁnancial, accounting

or statutory audit expertise of the members of the Audit

Committee;

Work of the Strategy Committee in 2020

The Strategy Committee met once in 2020 and worked on

drafting a new strategic plan. It invited all Members of the

Board of Directors to meet at a seminar on October 16,

2020. At this meeting, the Committee:

n reviewing the draft report on corporate governance;

n reviewing the diversity objectives of the executive management

bodies;

n approved the new wording of the Group’s mission;

n reviewing and proposing the conditions and components of

compensation for 2021 for the Group’s main executives.

n considered the strategic priorities of the new strategic plan put

forward by the executive management;

The Appointments and Compensation Committee reported on its

work and made recommendations to the Board of Directors.

n considered the ﬁnancial impact of the new strategic plan.

164 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Operation of administrative and management bodies

Attendance of Directors at meetings of the Board of Directors and specialized committees

▼

Corporate,

Environmental

and Social

Responsibility

Committee

Appointments

and

Compensation

Committee

Board

Strategy

Committee

Director

of Directors Audit Committee

Jacques Veyrat

10/10

8/10

5/5

2/2

1/1

Brigitte Taittinger-Jouyet

Delphine Mousseau

Daniela Weber-Rey

Sandra Lagumina

Antoine Gosset-Grainville

Nonce Paolini

6/6

10/10

0/10

5/5

Caroline Grégoire Sainte Marie

Carole Ferrand

2/2

6/6

Enrique Martinez

Javier Santiso

Jean-Marc Janaillac

Franck Maurin

Julien Ducreux^(a)

2/2

(a) The appointment of Julien Ducreux as a Director representing employees was ratified by the Board of Directors on October 21, 2020.

des Commissaires aux Comptes). If necessary, they may engage

the Statutory Auditors in order to identify any agreements that

might be reclassiﬁed as regulated agreements.

3.2.2.4 / Procedure for the regular evaluation

of current agreements concluded

on normal terms

Individuals that have a direct or indirect interest in any such

In accordance with the provisions of Article L. 22-10-12 of the

agreements are not involved in their evaluation.

French Commercial Code, at its meeting of October 17, 2019,

the Board of Directors implemented a procedure to evaluate, on a

regular basis, whether agreements relating to current transactions

concluded under normal conditions, entered into directly or

through an intermediary, between Fnac Darty SA and any of its

corporate ofﬁcers or shareholders holding more than 10% of the

voting rights, or in which any such person has an indirect interest,

or entered into between Fnac Darty SA and another company, if

the Chief Executive Ofﬁcer, any of the Chief Operating Ofﬁcers

or any of the Directors of the Company is the owner, a fully liable

partner, a manager, a Director or a member of the Supervisory

Board or, more generally, a person in any way involved in the

management of that company, fulﬁll these conditions.

Any agreements concluded by Fnac Darty SA with companies in

which Fnac Darty SA directly or indirectly holds all of the capital,

minus the minimum number of shares required to comply with

legal requirements, if applicable, are excluded from the scope of

the evaluation procedure.

The Legal and Financial Departments report their evaluation

annually to the Audit Committee and the Board of Directors,

which may request to hear from representatives of the Legal and

Financial Departments as part of the process of approving the

results of this evaluation.

As no agreements were reported to the Legal and Financial

Departments, the Members of the Board of Directors were

reminded of the procedure for evaluating agreements relating to

current transactions concluded under normal conditions in 2020

at the Board meeting of January 26, 2021. The Board of Directors

has concluded that there are no current agreements concluded

under normal conditions as described in the procedure.

The procedure stipulates that the Group’s Legal and Financial

Departments conduct an annual evaluation of the current

agreements concluded under normal conditions, on the basis of

the deﬁnitions of “current transactions” and “normal conditions” set

out in the guidance on regulated and current agreements issued in

2014 by the French national auditing body (Compagnie Nationale

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 165

CORPORATE GOVERNANCE

Operation of administrative and management bodies

3.2.3 / STATEMENT ON CORPORATE GOVERNANCE

The Company refers to the recommendations of the AFEP-MEDEF

Corporate Governance Code for listed companies (the “AFEP-

MEDEF Code”), updated in January 2020.

The AFEP-MEDEF Code to which the Company refers may be

consulted online ⁽¹⁾. The Company makes copies of this Code

available to members of its corporate bodies.

The Company unreservedly complies with all its recommendations.

3.2.4 / SHARE TRANSACTIONS BY DIRECTORS

The transactions mentioned in Article L. 621-18-2 of the French

Monetary and Financial Code carried out during the 2020 period

and until March 1, 2021 and notiﬁed to the Company were as

follows.

overall compensation of the Chairman and Chief Executive Ofﬁcer

paid in 2020 during the period in which Group employees were

signiﬁcantly subject to furlough measures due to the Covid-19

health crisis, Enrique Martinez, Chief Executive Ofﬁcer, reinvested

in shares of the Group, 50% of his 2019 variable compensation

paid in 2020 net of social security charges and tax, once this was

submitted to, and approved by, the shareholders.

It should be noted that pursuant to the decision expressed at

the General Meeting of May 28, 2020, and in accordance with

the Board of Directors’ decision of April 18 to reduce by 25% the

Enrique MARTINEZ, Chief Executive Ofﬁcer and Director

Acquisition of performance shares (March 2, 2020)

Total amount

Number of shares

Unit price

€0

9,576

€0

Enrique MARTINEZ, Chief Executive Ofﬁcer and Director

Acquisition of shares (March 12, 2020)

Total amount

Number of shares

Unit price

€37,474.785

1,350

€27.7591

(1) https://afep.com/wp-content/uploads/2020/01/Code-Afep_Medef-r%C3%A9vision-janvier-2020_-002.pdf.

166 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

3.3 / Compensation and beneﬁts for administrative

and executive bodies

3.3.1 / COMPENSATION POLICY FOR CORPORATE OFFICERS:

CHAIRMAN OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE OFFICER

(AND/OR ANY EXECUTIVE CORPORATE OFFICER),

MEMBERS OF THE BOARD OF DIRECTORS

The variable portion of the compensation, whether annual or

long-term, is subject to the achievement of objectives established

General prior notice

in accordance with criteria based on the Company’s strategic

priorities. These criteria are reviewed on a regular basis although

long-term stability is favored. 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 timeframe

for each system (short-term for the annual variables, long-term for

stock purchase options and performance shares).

The term of office of the corporate officers is specified in

section 3.1 of this document.

3.3.1.1 / Compensation policy

On the recommendation of the Appointments and Compensation

Committee, and taking into account the recommendations of

the AFEP-MEDEF Code, 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 this document.

With regard to annual variable compensation, the economic and

ﬁnancial criteria are paramount.

The maximum potential compensation for remunerating and

encouraging outperformance is determined with regard to market

practices.

It is deﬁned in such a way as to be both competitive in order 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.

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 complywith the

approved compensation policy or, in the absence thereof, with the

compensation or practices existing within 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 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. In order 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 with regard to themselves.

The compensation of the Chief Executive Ofﬁcerand/or any other

executive corporate ofﬁcer is assessed in a comprehensive and

exhaustive manner and is structured so as to have a balance

between fixed annual compensation, short-term 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.

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 taken into

account 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 corporate ofﬁcers and Group

executives with the Company’s priority objectives, regarding both

the structure of their compensation and the performance criteria

for short-term variable and long-term compensation.

The ﬁxed portion of the compensation is determined in accordance

with market practices.

168 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

The rules for the allotment of Directors’ fees are currently as

follows:

3.3.1.2 / Compensation policy of the Chairman

of the Board of Directors

n subject to the approval by the General Meeting of May 27,2021

of the increase of the ﬁxed annual amount to be allocated to

the Board of Directors from €500,000 to €515,000 in order to

take account of the appointment of a Director representing the

employees to the Appointments and Compensation Committee

in 2021, in accordance with the recommendations of the

AFEP-MEDEF Code, 62% of the €515,000 representative of

the total annual amount of the compensation is allocated to

the members of the Board of Directors, i.e. a sum of €320,000

or, in the event of rejection of the proposed increase of the

annual ﬁxed amount to be allocated to the Board, 61% of the

€500,000 representative of the total annual amount of this

compensation is assigned to the members of the Board of

Directors, i.e. €305,000;

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.

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:

n this amount is comprised 30% of a ﬁxed component and 70%

of a variable component, which reﬂects Directors’ attendance

at Board meetings;

n revenues, budget, staff;

n the context in which the duties are performed, with the

assessment of strategic challenges, and short- and long-term

growth prospects; and

n the balance, of €195,000, is allocated to the members of the

specialized committees and distributed as follows: €90,000

to the Audit Committee, €69,000 to the Appointments

and Compensation Committee (versus €54,000 in 2020)

and €36,000 to the Corporate, Environmental and Social

Responsibility Committee. These portions are allocated based

on attendance at committee meetings; and

n 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.

n the Chairman of the Board of Directors and the committee

chairs receive a 50% higher fee for their attendance at each

meeting; and

It is specified that, for information purposes, at its meeting of

February 23, 2021, on the recommendation of the Appointments

and Compensation Committee, the Board of Directors decided

to maintain the ﬁxed compensation of its Chairman for 2021 at

€200,000.

n no specific compensation is allocated to the members of

the Strategy Committee, as they are also members of the

Board of Directors and (with the exception of the Executive

Corporate Ofﬁcer) serve as Chairman of the Board or chairs of

the specialized committees.

Annual variable and long-term compensation,

stock options and performance shares

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 theBoard of Directors on

that date.

Pursuant to the AMF recommendations, 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.

Other beneﬁts

Directors’ fees

The Chairman of the Board may have acompany 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.

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.

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CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

The weight of the various economic and financial criteria was

rebalanced in order to:

3.3.1.3 / Compensation policy of the Chief

Executive Ofﬁcer and/or any other

executive corporate ofﬁcer

n place greater emphasis on free cash-flow, the recurring

generation of which is a major objective of the Everyday

strategic plan;

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.

n increase the share of revenue, with ambitious growth targets, in

particular through accelerated growth in online sales;

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 respectof the mandate

concerned are as follows:

n also make it possible to include an objective linked to

customer experience, a historical hallmark of Fnac Darty,

further strengthened by the ambition of the Group’s brands

to embody the new standards ofomnichannel retail, placing

advice, sustainability, and service at the heart of its customers’

daily lives.

Fixed compensation

The ﬁxed annual compensation for the executive corporate ofﬁcers

must be determined in accordance with market practices.

In addition, on the recommendation of the Appointments and

Compensation Committee, the Board of Directors resolved to cap

the potential compensation for qualitative goals at 100% of the

potential at achieved target on these criteria, with no possibility of

compensation for outperformance. The maximum unused potential

is reallocated to the ﬁnancial criteria.

This analysis takes into account the key aspects of the Company

and the scope of the executive’s ﬁeld of action, such as:

n revenues, budget, staff;

n the context in which the duties are performed, with the

assessment of strategic challenges, and short- and long-term

growth prospects; and

Currently, the business and ﬁnancial targets set by the Board of

Directors for the variable portion are as follows:

n Group current operating income (COI) corresponding to 20% of

the total bonus for a level of achievement of 100% of the target,

with a maximum of 166.7% in the event of outperformance;

n the level and the complexity of responsibilities.

The Board of Directors reviews the ﬁxed compensation of the

executive corporate officer(s) annually with the objective of

revising it only at relatively long intervals, in accordance with the

recommendations of the AFEP-MEDEF Code.

n Group free cash ﬂow (FCF) corresponding to 20% of the total

bonus for a level of achievement of 100% of the target, with a

maximum of 166.7% in the event of outperformance;

For information purposes, it is speciﬁed that the gross annual

ﬁxed compensation of Enrique Martinez for 2021 is €750,000.

This amount has not changed since 2019.

n Group revenue corresponding to 20% of the total bonus for a

level of achievement of 100% of the target, with a maximum of

166.7% in the event of outperformance.

Currently, the customer experience target set by the Board of

Directors for the variable portion is as follows:

Annual variable compensation

The annual variable compensation of executive corporate ofﬁcers

is determined by the Board of Directors which, every year, sets

the nature of the quantitative objectives and qualitative goals

along with their relative weighting for the variable portion of

compensation. Variable compensation is proportional and may

currently represent between 0% (no objective achieved) and 100%

of ﬁxed annual compensation if objectives are achieved. Overall,

this variable compensation may reach a maximum of 150% of

annual ﬁxed compensation if the objectives are exceeded.

n the net promoter score corresponding to 10% of the total

bonus for a level of achievement of 100% of the target, with a

maximum of 150% in the event of outperformance.

Currently, the objectives related to the Company’s corporate, social

and environmental responsibility set by the Board of Directors for

the variable portion are as follows:

n the Group’s non-ﬁnancial rating corresponding to 5% of the

total bonus for a level of achievement of 100% of the target,

with a maximum of 150% in the event of outperformance; and

To take account of the priorities of the new Everyday strategic

plan presented on February 23, 2021, the Board of Directors, on

the recommendation of the Appointments and Compensation

Committee, resolved to make changes to the structure of annual

variable compensation. Economic and ﬁnancial criteria remain

predominant. Variable compensation is broken down as 60% on

business and ﬁnancial targets, 10% on a customer experience

target, 10% on objectives relating to corporate, social and

environmental responsibility, and 20% on qualitative goals.

n commitment of the Group’s employees corresponding to 5% of

the total bonus for a level of achievement of 100% of the target,

with a maximum of 150% in the event of outperformance.

The expected achievement level of each of the business and

ﬁnancial targets, as well as for the objectives relating to customer

experience and corporate, social and environmental responsibility

set for the executive corporate ofﬁcers, are pre-determined each

year by the Board of Directors using a speciﬁc methodology, but

are not published for conﬁdentiality reasons.

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Compensation and benefits for administrative and executive bodies

Every business, financial, customer experience target, and

corporate, social and environmental responsibility objective is

subject to:

The generation of cash-ﬂow will be enhanced by the transformation

of the service offering, with the development of a new subscription-

based business model, with recurring cash-flows, which

consolidates a long-term quality relationship with the Company’s

customers and works to extend the life span of its products.

n a trigger threshold below which no compensation is payable for

the target concerned; and

The integration of the Net Promoter Score as a measure

of customer experience shows Fnac Darty’s ambition to

reinvent the way it serves its customers, in particular through

its digital ecosystem, allowing it to showcase the advice and

recommendations that are the strength of the Group’s brands, to

make the customer experience more ﬂuid, and to strengthen daily

a trust-based relationship with its customers, on the basis of a new

subscription-based home assistance service.

n an achievement level above which the compensation is capped

for the objective concerned.

For each economic or financial target, customer experience,

and every corporate social and environmental responsibility goal,

when the result reported is between the trigger threshold and the

target set, the variable compensation percentage for the target

or goal concerned is determined on a straight-line basis between

the two (0% and 100%). The same applies when the result

observed is between the target and the cap (100% and 166.7%

for ﬁnancial criteria and 100% and 150% for customer experience

or corporate, social and environmental responsibility criteria).

Since 2019, the measurement of social and environmental

responsibility criteria has provided for alignment with the mission

of the Group, i.e. “committed to providing an educated choice

and more sustainable consumption” to its customers, which

provides a way to stand out and to create value. Consideration

of the Group’s non-ﬁnancial rating reﬂects Fnac Darty’s ambition

to be recognized as a responsible retailer. These ratings are

established by independent agencies that measure performance

in a comprehensive manner, covering environmental issues as well

as social and governance aspects. Furthermore, the monitoring

of employee commitment, the Company’s main asset, particularly

within a context of major transformation, demonstrates the

importance of human capital for the Group, whose employees

strive to guide consumers in order to enable them to make the

best choice, an educated choice, thereby marking significant

competitive differentiation.

In terms of qualitative goals, the Board of Directors has decided

to maintain the objectives related to quality of management, social

climate, quality of ﬁnancial communication, quality of shareholder

reporting, and relations with Directors. An objective related to

the launch and roll-out of the Everyday strategic plan was also

added. The nature of these qualitative goals is pre-determined by

the Board of Directors using a speciﬁc methodology, which is not

divulged due to conﬁdentiality reasons.

Each of the two qualitative goals corresponds to 10% of the overall

objective. The potential compensation for qualitative goals is

capped at 100% of the target potential achieved on these criteria,

with no possibility of compensation for outperformance.

Finally, the qualitative goals, reviewed each year, encourage high-

quality operational performance and the rapid and effective roll-out

of key projects for the Company’s transformation, which create

value.

These variable compensation criteria are aligned with the Group’s

strategic objectives, and contribute in particular to the Group’s

business, ﬁnancial, and economic performance objectives.

At its meeting called to approve the annual ﬁnancial statements,

the Board of Directors measures each of the economic and

financial, customer experience, and social and environmental

responsibility criteria, based on the performance for the entirety

of the year in question. The qualitative criteria are assessed

at the same meeting on the basis of the Appointments and

Compensation Committee’s evaluation.

The weight of revenue reﬂects the Company’s business ambitions

set out in its Everyday strategic plan, spearheaded by the

acceleration of the Group’s omnichannel model, the growing

digitalization of consumption, and the unique regard in which

customers hold its brands thanks to the advice and services

provided. Through its various brands and retail channels, Fnac

Darty is able to offer an unrivaled range of value-added, committed

and engaging products and services, with a strong ambition to

conquer new markets, such as the large domestic appliance

market, and urban mobility.

Long-term compensation, stock options

and performance shares

The proﬁtability objectives with current operating income and cash-

ﬂow generation seek to bolster the Company’s ﬁnancial strength,

allow it to continue its development and ensure its continuity.

The executive corporate officers are eligible for the long-term

incentive plans that the Board of Directors awards to the other

members of the Executive Committee. The plans granted to the

executive corporate ofﬁcers may take the form of stock option

plans, bonus shares subject to performance conditions, or plans

paid in cash, also subject to performance conditions. The purpose

of these plans is to align the interests of the executive corporate

ofﬁcers more closely with the interests of shareholders.

The strength of the current operating income will be reinforced in

particular with the proﬁtability at the end of the plan of all integrated

stores, and the development of new promising formats such as

kitchens or small local formats.

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Compensation and benefits for administrative and executive bodies

In accordance with the recommendations of the AFEP-MEDEF

Code, the grant value of such plans within the IFRS 2 framework

is proportionate to the annual ﬁxed and variable components. The

Board of Directors also ensures that it is consistent with market

practices.

n this percentage would be lowered to 5% once the number

of shares held by the executive corporate officers from

bonus share allotments and options exercised in all plans

represents an amount equal to twice their gross annual ﬁxed

compensation, which is the minimum number of shares

that the executive corporate ofﬁcers must hold in registered

form until the end of their term of ofﬁce, as recommended in

paragraph 23 of the AFEP-MEDEF Code.

Thus, the value of the long-term compensation at the time of its

initial allocation may represent a maximum of 50% of the total

compensation (this total is equal to the sum of the annual ﬁxed

compensation, the maximum variable compensation and the long-

term compensation).

In accordance with the recommendations of the AFEP-MEDEF

Code, the executive corporate ofﬁcers who receive share options

and/or performance shares formally commit not to hedge their risk

on the options, the shares resulting from the exercise of options, or

the performance shares, until the end of the share lock-up period

set by the Board of Directors.

These plans do not include a vesting period less than three years.

Vesting in these plans is subject to:

n satisfying a condition of employment at maturity, except in

exceptional circumstances set out in the plan rules, for example

in the event of death, disability or a change in control of the

Company, it being speciﬁed that, in the event of termination of

their term of ofﬁce, plans awarded to Directors and executive

corporate ofﬁcers during the vesting period are lost, unless

the Board of Directors expressly decides to maintain them by

applying a pro rata reduction in the number of securities that

may still vest at maturity;

By aligning the long-term interests of the executives and

shareholders, establishing performance conditions based on

market performance, but also on economic, ﬁnancial or social and

environmental responsibility criteria based on the Group’s strategic

priorities, the variable long-term compensation contributes to the

objectives of the compensation policy. Furthermore, by stipulating,

in accordance with Articles L. 225-185 and L. 225-197-1 of the

French Commercial Code, rules for retaining the shares fully vested

under each of the bonus share and option plans in registered

form, this method of compensation supports the continuity of the

Company.

n satisfying several performance conditions set by the Board

of Directors, at least one of which will be associated with the

Company’s share price.

Exceptional compensation

The performance criteria, which are identical to those used

for Executive Committee member plans, are stringent. They

only permit vesting once a trigger threshold is reached and are

measured over a period covering the years referenced by the

plans. When performance against a criterion is measured in

relative terms by comparison with an index or a peer group, the

performance threshold below which no compensation for the

criterion is payable is either the median or the average of the index

of the comparison group.

In accordance with the recommendations of the AFEP-MEDEF

Code, the Board of Directors does not intend to award exceptional

compensation to the executive corporate ofﬁcers except in very

special circumstances. The payment of such compensation

must be able to be justiﬁed by an event such as the achievement

of a major transaction for the Company or speciﬁc substantial

outperformance that is not measured as part of the annual variable

compensation. The value of exceptional compensation awarded

may represent up to 100% of the annual ﬁxed compensation and

the maximum annual variable compensation.

The performance conditions will be assessed at the end of

each plan in accordance with the procedures set out in the plan

regulations in order to allow the Board, or the executive corporate

ofﬁcer by virtue of the sub-delegation by the Board of Directors,

to record the fulﬁlment of the acquisition criteria for the long-term

compensation (performance conditions and presence conditions).

Directors’ fees

If they are Directors of the Company, executive corporate ofﬁcers

may receive compensation in respect of their directorships, which

is determined, distributed and allocated to the executive ofﬁcers

according to the rules applicable to all members of the Board.

Pursuant to Articles L. 225-185 and L. 225-197-1 of the French

Commercial Code, the Board decided that:

n the executive corporate ofﬁcers must hold, in registered form,

until the end of their term of ofﬁce, a minimum number of shares

corresponding to 25% of their fully vested shares (net of fees

and taxes and the disposals necessary to exercise options)

on each of the bonus share and option plans allotted to them

by the Board on or after the date of their appointment; it is

speciﬁed that the plans from which they may have beneﬁted

earlier as employees are not included in this requirement; and

172 2020 UNIVERSAL REGISTRATION DOCUMENT

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Compensation and benefits for administrative and executive bodies

The rules for the allotment of Directors’ fees are currently as

follows:

subject to the approval by an Ordinary General Meeting of the

components of that person’s compensation under the conditions

set out in the said article.

n subject to the approval by the General Meeting of May 27,2021

of the increase of the ﬁxed annual amount to be allocated to

the Board of Directors from €500,000 to €515,000 in order to

take account of the appointment of a Director representing the

employees to the Appointments and Compensation Committee

in 2021, in accordance with the recommendations of the

AFEP-MEDEF Code, 62% of the €515,000 representative of

the total annual amount of the compensation is allocated to

the members of the Board of Directors, i.e. a sum of €320,000

or, in the event of rejection of the proposed increase of the

annual ﬁxed amount to be allocated to the Board, 61% of the

€500,000 representative of the total annual amount of this

compensation is assigned to the members of the Board of

Directors, i.e. €305,000;

Commitments

Severance package

Executive corporate ofﬁcers may receive a severance package

upon termination of their appointment, which will be subject to

compliance with criteria of a financial and, where applicable,

non-financial nature that contribute to the objectives of the

compensation policy. If such a commitment were to be

implemented by the Board of Directors, it would comply with the

recommendations of the AFEP-MEDEF Code concerning the

cap of two years’ compensation (annual ﬁxed + variable) on the

package.

n this amount is comprised 30% of a ﬁxed component and 70%

of a variable component, which reﬂects Directors’ attendance

at Board meetings;

Enrique Martinez does not benefit from such a commitment,

whether as Chief Executive Officer or under the terms of his

employment contract, which was suspended when he took ofﬁce

in July 2017.

n the balance, of €195,000, is allocated to the members of the

specialized committees and distributed as follows: €90,000

to the Audit Committee, €69,000 to the Appointments

and Compensation Committee (versus €54,000 in 2020)

and €36,000 to the Corporate, Environmental and Social

Responsibility Committee. These portions are allocated based

on attendance at committee meetings;

In the event of termination of the employment contract, three

months’ notice shall be provided. If the termination is at the

initiative of the Chief Executive Ofﬁcer, no severance pay is due.

If the termination is at the initiative of the Company, legal or

conventional compensation shall be provided.

n the Chairman of the Board of Directors and the committee

chairs receive a 50% higher fee for their attendance at each

meeting; and

Non-compete agreement

Executive corporate ofﬁcers may be subject to a non-compete

agreement limited to a period of two years from the end of their

term of ofﬁce, in return for which they may receive, in installments

over the duration of the agreement, a gross allowance of up

to 80% of their ﬁxed monthly compensation, with the Board of

Directors having the option to waive implementation of this clause.

n no specific compensation is allocated to the members of

the Strategy Committee, as they are also members of the

Board of Directors and (with the exception of the Executive

Corporate Ofﬁcer) serve as Chairman of the Board or chairs of

the specialized committees.

The non-compete agreement falls within therecommendations

of the AFEP-MEDEF Code, which provides a cap of two years’

compensation (annual fixed + variable), together with any

severance pay.

For information purposes, it is speciﬁed that, in accordance with

the decision of the Board of Directors of February 20, 2019,

Enrique Martinez does not receive any compensation for his ofﬁce

as Director.

In addition, the payment of compensation under the non-compete

agreement is precluded as soon as the executive exercises his or

her pension rights. In any event, no such compensation may be

paid when the recipient is older than 65 years of age.

Other beneﬁts

In the absence of an employment contract with the Company,

executive corporate officers benefit from an unemployment

insurance plan specifically for non-salaried corporate officers,

to compensate, to some extent, for the lack of unemployment

insurance similar to that provided for employees.

In this context, Enrique Martinez is subject to a non-compete

agreement in the specialty retail market for entertainment and

electronic products and domestic appliances for the consumer

market in the countries where the Group operates. This non-

compete agreement is limited to two years starting at the end

of his term of ofﬁce. In consideration for this agreement, Enrique

Martinez will receive, in installments for its duration, a gross

allowance representing 70% of his ﬁxed monthly compensation,

for a period of two years from the effective end of his term of

ofﬁce. The Board of Directors is entitled to waive implementation

of this clause.

Executive corporate ofﬁcers have company cars consistent with

the Company’s current vehicle policy and market practices.

In accordance with the provisions of Article L. 22-10-34 of the

French Commercial Code, the payment of any components

of variable and, where applicable, exceptional compensation

awarded to executive corporate ofﬁcers for the previous year is

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Compensation and benefits for administrative and executive bodies

This commitment was approved by the General Meeting of

May 18, 2018 in its Fifth Resolution and was the subject of an

amendment approved by the General Meeting of May 23, 2019

to bring it into line with the recommendations of the AFEP-MEDEF

Code. During its annual review of regulated agreements at its

meeting of January 26, 2021, the Board reviewed and approved

the continuation of this commitment.

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:

Supplementary pension plan

n subject to the approval by the General Meeting of May 27,2021

of the increase of the ﬁxed annual amount to be allocated to

the Board of Directors from €500,000 to €515,000 in order to

take account of the appointment of a Director representing the

employees to the Appointments and Compensation Committee

in 2021, in accordance with the recommendations of the

AFEP-MEDEF Code, 62% of the €515,000 representative of

the total annual amount of the compensation is allocated to

the members of the Board of Directors, i.e. a sum of €320,000

or, in the event of rejection of the proposed increase of the

annual ﬁxed amount to be allocated to the Board, 61% of the

€500,000 representative of the total annual amount of this

compensation is assigned to the members of the Board of

Directors, i.e. €305,000;

The executive corporate ofﬁcers may beneﬁt froma supplementary

deﬁned-contribution pension plan.

Accordingly, Enrique Martinez is a member of the supplementary

deﬁned-contribution pension plan recognized under Article 83 of

the French General Tax Code, which also includes all executives of

Fnac Darty companies in France, all on the same terms.

This agreement was approved by the Shareholders’ Meeting

held on May 18, 2018 as part of resolution ﬁve. During its annual

review of regulated agreements at its meeting of January 26,

2021, the Board reviewed and approved the continuation of this

commitment.

n this amount is comprised 30% of a ﬁxed component and 70%

of a variable component, which reﬂects Directors’ attendance

at Board meetings;

Provident insurance plan

Executive corporate ofﬁcers may beneﬁt from participation in a

provident insurance plan.

n the balance, of €195,000, is allocated to the members of the

specialized committees and distributed as follows: €90,000

to the Audit Committee, €69,000 to the Appointments

and Compensation Committee (versus €54,000 in 2020)

and €36,000 to the Corporate, Environmental and Social

Responsibility Committee. These portions are allocated based

on attendance at committee meetings;

Accordingly, Enrique Martinez is a member of the provident

insurance plan (medical expenses, incapacityand disability, death

benefits) covering all employees of Fnac Darty companies in

France included in this policy, all on the same terms.

This agreement was approved by the Shareholders’ Meeting held

on May 18, 2018 as part of resolution ﬁve.

n the Chairman of the Board of Directors and the committee

chairs receive a 50% higher fee for their attendance at each

meeting; and

Lastly, it is specified that in the event of the appointment of

Chief Operating Ofﬁcers, this compensation policy for the Chief

Executive Officer and/or any other executive corporate officer

would apply to them. In this regard, theywould be entitled to an

employment contract as provided by the law.

n no specific compensation is allocated to the members of

the Strategy Committee, as they are also members of the

Board of Directors and (with the exception of the Executive

Corporate Ofﬁcer) serve as Chairman of the Board or chairs of

the specialized committees.

3.3.1.4 / Compensation policy of members

of the Board of Directors

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.

Compensation allocated to members

of the Board of Directors

In accordance with Article 6 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.

The General Meeting determines the total amount of compensation

allocated to the members of the Board of Directors.

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

Furthermore, it is specified that certain Directors may receive

compensation under an employment contract as provided by the

law, in particular the Directors representing the employees with an

open-ended employment contract.

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Compensation and benefits for administrative and executive bodies

3.3.2 / INFORMATION REFERRED TO IN PARAGRAPH I OF ARTICLE L. 22-10-9

OF THE FRENCH COMMERCIAL CODE FOR EACH CORPORATE

OFFICER OF THE COMPANY

In accordance with the decision of the Board of Directors of

April 18, 2020, communicated at the General Meeting of May 28,

2020, the annual ﬁxed compensation paid to the Chairman and the

Chief Executive Ofﬁcer in 2020 was reduced by 25% for the period

during which the Group’s employees were signiﬁcantly subject to

furlough measures due to the Covid-19 health crisis. The variable

compensation paid to the Chief Executive Ofﬁcer in 2020 for 2019

was reduced by the same proportion.

Jacques Veyrat does not have an employment contract.

At its meeting of February 24, 2020, on the recommendation

of the Appointments and Compensation Committee, the Board

of Directors considered and decided on the elements of the

compensation package for its Chairman, Jacques Veyrat.

The stated amounts allocated correspond to all compensation

awarded to Jacques Veyrat for each of the years mentioned,

irrespective of the date of payment. The amounts paid correspond

to all compensation received by Jacques Veyrat during each of the

years mentioned.

Similarly, the overall compensation allocated to members of the

Board of Directors paid in 2021 for 2020 has been reduced by

25% for the same period.

These components were determined in accordance with the

compensation policy approved by the General Meeting of May 28,

2020 in its eleventh resolution.

The ﬁxed compensation for 2020 of members of the Executive

Committee was reduced by 15% over the same period.

Enrique Martinez, Chief Executive Officer, has also chosen

to reinvest 50% of his variable compensation for 2019 paid in

2020, net of social contributions and taxes, in Group shares,

after approval by the shareholders at the General Meeting held

on May 28, 2020.

Fixed compensation

The Chairman’s 2020 gross annual ﬁxed compensation was set

at €200,000 and has not changed since 2017. Thegross amount

payable for 2020 was €200,000. The gross amount paid in 2020

was €193,033, in accordance with the Board of Directors’ decision

of April 18, 2020, as set out in the introduction to section 3.3.2.

It is speciﬁed that the total compensation of the Chairman and

the Chief Executive Ofﬁcer complies with the compensation policy

approved by the General Meeting of May 28, 2020 under the

Eleventh and Twelfth Resolutions.

For reference, in 2019, the gross amount paid and allocated for

that year was €200,000.

The information referred to in paragraph I of Article L. 22-10-9

of the French Commercial Code and indicated below for each

corporate ofﬁcer shall be submitted to the vote of the next General

Meeting in the context of a general resolution. In addition, the

compensation items paid during 2020 or allocated for 2020 to the

Chairman of the Board of Directors and the Chief Executive Ofﬁcer

referred to below shall each be the subject of a speciﬁc resolution

submitted to the vote of the General Meeting in accordance with

Article L. 22-10-34 II of the French Commercial Code.

Directors’ fees

At its meeting of July 17, 2017, the Board of Directors, on the

recommendation of the Appointments and Compensation

Committee, resolved that, as Jacques Veyrat would now receive

ﬁxed annual compensation as Chairman, he would no longer be

entitled to compensation for his directorship after his appointment.

Jacques Veyrat did not receive any compensation for his

directorship for 2020.

3.3.2.1 / Compensation and beneﬁts paid

to the Chairman of the Board

of Directors

The Company is a French limited company with a Board of

Directors. The duties of the Chairman of the Board of Directors

and the Chief Executive Officer are separated and have been

exercised by Jacques Veyrat and Enrique Martinez, respectively,

since July 17, 2017.

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Compensation and benefits for administrative and executive bodies

Summary table of compensation, options and performance shares awarded to the Chairman

of the Board of Directors

▼

Table 1 in accordance with the recommendations of the AFEP-MEDEF Code and AMF position-recommendation No. 2021-02

Jacques VEYRAT

Chairman of the Board of Directors

2019

2020

Gross compensation allocated for the period

Valuation of multi-year variable compensation allocated during the period

Valuation of options awarded during the period^(a)

Valuation of performance shares awarded during the period^(b)

Valuation of other long-term compensation plans

TOTAL

€200,000

n.a.

€200,000

n.a.

€200,000

(a) No options were awarded in 2019 or 2020.

(b) No performance shares were awarded in 2019 or 2020.

Tale summarizing the compensation of the Chairman of the Board of Directors

▼

Table 2 in accordance with the recommendations of the AFEP-MEDEF Code and AMF position-recommendation No. 2021-02

2019

Amounts allocated

2020

Amounts paid Amounts allocated

Jacques VEYRAT

Chairman of the Board of Directors

Amounts paid

Fixed compensation^(a)

Annual variable compensation

Multi-year variable compensation

Exceptional compensation

Directors’ fees

€200,000

n.a.

€200,000

n.a.

€200,000

€193,033

n.a.

Beneﬁts in kind

n.a.

Supplementary pension plans

Provident insurance plans

TOTAL

n.a.

€200,000

€193,033

(a) The amount paid during 2020 was reduced in accordance with the Board of Directors’ decision of April 18, 2020, as set out in the introduction to

section 3.3.2.

Summary of the beneﬁts paid to the Chairman of the Board of Directors

▼

Table 11 in accordance with the recommendations of the AFEP-MEDEF Code and AMF position-recommendation No. 2021-02

Compensation

or beneﬁts payable

or likely to be

payable as a result

of termination

Compensation

associated

with a non-compete

clause

Supplementary

pension plan

Employment contract

or change of position

Jacques Veyrat

Chairman of the Board of Directors

Yes

Term of ofﬁce start date: 07/18/2017

Term of ofﬁce end date:

General Meeting 2022

176 2020 UNIVERSAL REGISTRATION DOCUMENT

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CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

n Group free cash ﬂow (FCF) corresponding to 15% of the total

bonus for a level of achievement of 100% of the target, with a

maximum of 150% in the event of outperformance;

3.3.2.2 / Compensation and beneﬁts paid

to the Chief Executive Ofﬁcer

Given Enrique Martinez’s length of service in the Group as of 2017

(19 years) and his status as an inpatriate, the Board of Directors

decided, at its July 17, 2017 meeting, on the recommendation

of the Appointments and Compensation Committee, to suspend

Enrique Martinez’s employment contract for the duration of his

term as Chief Executive Ofﬁcer.

n Group revenue corresponding to 15% of the total bonus for a

level of achievement of 100% of the target, with a maximum of

150% in the event of outperformance; and

n evolution of Group market shares corresponding to 5% of the

total bonus for a level of achievement of 100% of the target,

with a maximum of 150% in the event of outperformance.

At its meeting of February 24, 2020, on the recommendation of

the Appointments and Compensation Committee, the Board of

Directors considered and decided on the elements of the annual

ﬁxed and variable compensation of its Chief Executive Ofﬁcer,

Enrique Martinez.

The objectives related to the Company’s corporate, social and

environmental responsibility for 2020 set for the variable portion

of the remuneration are as follows:

n the Group’s non-ﬁnancial rating corresponding to 5% of the

total bonus for a level of achievement of 100% of the target,

with a maximum of 150% in the event of outperformance; and

The stated amounts allocated correspond to all compensation

awarded to the Chief Executive Officer for each of the years

mentioned, irrespective of the date of payment. The amounts paid

correspond to all compensation received by the Chief Executive

Ofﬁcer during each of the years mentioned.

n employee commitment corresponding to 5% of the total

bonus for a level of achievement of 100% of the target, with a

maximum of 150% in the event of outperformance.

These components were determined in accordance with the

compensation policy approved by the General Meeting of May 28,

2020 in its eleventh resolution.

The level of attainment of the above criteria has been precisely

established for each one. Every economic and ﬁnancial target

and corporate, social and environmental responsibility objective

is subject to:

This section presents the compensation and beneﬁts paid and

allocated for the previous period to Enrique Martinez as Chief

Executive Ofﬁcer.

n a trigger threshold below which no compensation is payable for

the target concerned; and

n an achievement level above which the compensation is capped

at 150% for the objective concerned.

Fixed compensation

For every economic or ﬁnancial target and corporate, social and

environmental responsibility objective where the result reported

falls between the trigger threshold and the objective set, the

percentage of the variable compensation for the objective

concerned is determined on a straight-line basis between the two

(0% and 100%). The same applies whenthe result reported falls

between the target or objective set and thecap (100% and 150%).

Chief Executive Ofﬁcer’s 2020 gross annual ﬁxed compensation

was set at €750,000 and has not changed since 2019. The gross

amount payable for 2020 was €750,000. The gross amount

paid in 2020 was €723,873, in accordance with the Board of

Directors’ decision of April 18, 2020, as set out in the introduction

to section 3.3.2.

At its meeting called to approve the annual ﬁnancial statements,

the Board of Directors measures each of the economic, ﬁnancial

and social and environmental responsibility criteria, based on the

performance for the whole of 2020. The qualitative criteria are

assessed at the same meeting on the basis of the Appointments

and Compensation Committee’s evaluation.

Annual variable compensation

For 2020, the Chief Executive Officer’s annual variable

compensation may range from 0% if no objective is reached

to 100% of the annual ﬁxed compensation if the objectives are

achieved. This variable compensation may reach a maximum of

150% of annual ﬁxed compensation if the objectives are exceeded.

At its meeting of October 21, 2020, the Board of Directors, on

the recommendation of the Appointments and Compensation

Committee, in view of the extraordinary impact of the health crisis

on the Company’s business, reviewed the level of the thresholds

for triggering the ﬁnancial criteria forthe Chief Executive Ofﬁcer’s

2020 annual variable compensation. The aims of this decision were

to take account of the context of the health crisis when assessing

the Chief Executive Ofﬁcer’s performance. The decision makes

it possible to maintain ambitious and motivating objectives (with

unchanged targets) ahead of the crucial year-end period for the

Company’s business, by taking measures that are both incentive-

based and reasonable. It also makes it possible to align the

assessment of the Chief Executive Ofﬁcer’s performance with that

of the Company’s executives whose compensation includes an

annual variable component.

Economic and ﬁnancial criteria are the predominant considerations

when structuring annual variable compensation. It is broken

down as follows: 70% on economic and ﬁnancial targets, 10%

on objectives related to corporate, social and environmental

responsibility and 20% on qualitative goals.

The 2020 economic and financial targets set for the variable

portion of the remuneration are as follows:

n Group current operating income (COI) corresponding to 35% of

the total bonus for a level of achievement of 100% of the target,

with a maximum of 150% in the event of outperformance;

2020 UNIVERSAL REGISTRATION DOCUMENT

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CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

Only the criteria of current operating income before non-recurring

items, free cash-ﬂow and revenue were affected by this decision.

The criterion of market share and the criterion linked to corporate

social responsibility were not revised. Only the trigger levels were

revised, while the target and maximum objectives remained

unchanged.

n for a weighting corresponding to 5% of the total bonus;

quality of management, social climate, quality of financial

communication, quality of shareholder reporting, relations with

Directors;

n for a weighting corresponding to 5% of the total bonus;

execution of the 2020 performance plan.

The current operating income target in 2020 was partially achieved.

The result, showing a very-well contained decline compared to

2019, falls between the trigger and target objectives. As such, the

objective of 70.2% was met, and the percentage of compensation

under this criterion is 57.23% of the maximum compensation.

The Board of Directors, on the recommendation of the

Appointments and Compensation Committee, wished to assess

the performance of the Chief Executive Ofﬁcer regarding each of

the qualitative objectives outlined, while limiting the compensation

that could be associated with them, in the speciﬁc context of the

health crisis that marked 2020.

The free cash ﬂow target in 2020 was very signiﬁcantly exceeded.

The result, up sharply compared to 2019’s performance, falls

between the target objective and the cap. As such, the objective

of 106.8% was met, and the percentage of compensation under

this criterion is 99.21% of the maximum compensation.

The Board thus resolved to cap the overall variable compensation

rate on these criteria to 100%, or a variable rate of 20% for a

target potential of 20% and a maximum of 30%. The percentage

of compensation under this criterion is 66.67% of the maximum

compensation.

The revenue target in 2020 was partially achieved, although it was

up signiﬁcantly from 2019. The result falls between the trigger

threshold and the target set. As such, the objective of 96.9% was

met, and the percentage of compensation under this criterion is

56.38% of the maximum compensation.

Despite this, and in addition to slightly exceeding the quantiﬁed

target objective of the 2020 performance plan, the Board

appreciated the excellent performance of Enrique Martinez, who

was able to take appropriate measures during the pandemic to

allow Fnac Darty to achieve very good results for 2020 (growth in

revenue, limiting the impact of the crisis on proﬁtability, and growth

in cash-ﬂow), thus showcasing the strength of its model.

At Group level, in 2020, growth was also noted in market share,

even making progress outside the lockdown period to such an

extent that it would have surpassed themaximum objective for

France. Despite this, the objective of increasing market share

over the year as a whole was not achieved in the various key

geographical regions. The result falls just below the trigger

threshold. As a result, the percentage of compensation under this

criterion is 0% of the maximum compensation.

The total achievement rate of the 2020 variable portion was

66.09% of the maximum, and the gross amount allocated for

2020 is €743,530.

Pursuant to Article L. 22-10-34 of the French Commercial Code,

the payment of this annual variable compensation is subject to

the elements of the compensation and beneﬁts of any kind paid

in 2020 or awarded for 2020 to Enrique Martinez being approved

by the General Meeting on May 27, 2021.

The social and environmental responsibility objective as measured

by the Group’s non-financial rating was exceeded, with a

further signiﬁcant improvement in the social and environmental

responsibility rating in 2020, reaching the cap. As such, the

objective of 106.7% was met, and the percentage of compensation

under this criterion is 100% of the maximum compensation.

As a reminder, the total achievement rate of the 2019 variable

portion was 60.83% of the maximum, and the gross amount

allocated for the service of the Chief Executive Ofﬁcer in 2019

was €684,299.

Despite the most unusual circumstances experienced by all of the

Group’s teams, the objective related to employee commitment was

exceeded, with a further increase in the indicator measured among

employees. These results are achieved thanks to an analysis of

the monthly results of the Group’s employee surveys and the

concrete actions they enable. The result fallsbetween the target

set and the cap. As such, the objective of 102.8% was met, and

the percentage of compensation under this criterion is 87.78% of

the maximum compensation.

The amount of €660,461 was paid in June 2020, after the approval

of the General Meeting of May 28, 2020, in accordance with the

provisions of Article L. 225-100 III of the French Commercial Code

(which became L. 22-10-34 II), and reduced in accordance with

the decision of the Board of Directors’ meeting of April 18, 2020,

as set out in the introduction to section 3.3.2.

In accordance with its decision expressed at the General Meeting

of May 28, 2020, and in line with the decision of the Board of

Directors of April 18 mentioned above, Enrique Martinez, Chief

Executive Ofﬁcer, reinvested 50% of his variable compensation for

2019 paid in 2020, net of social contributions and taxes, in Group

shares, after approval by the shareholders at the General Meeting

held on May 28, 2020.

The qualitative goals were assessed by the Board of Directors’

meeting on February 23, 2021. The 2020 qualitative goals set for

the variable portion of the remuneration are as follows:

n for a weighting corresponding to 10% of the total bonus;

execution of Conﬁance+. Deﬁning and starting to implement

a new strategic priority including drivers to secure current

operating income for 2020;

178 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

share price equal to €29.40 per share (price on the ﬁrst day of

vesting, May 28, 2020), volatility of 35% and the Euribor Swap

risk-free interest rate. For non-market items, the valuation was

calculated based on the best estimate of the achievement of future

performance conditions.

Long-term compensation, stock options

and performance shares

The Chief Executive Ofﬁcer is eligible for the long-term incentive

plans granted by the Board of Directors, which may take the

form of stock option plans, bonus shares subject to performance

conditions, or plans paid in cash.

Each performance condition is measured at the end of the plan,

taking into account the performance over the entire period.

Each performance criterion has a trigger threshold below which

no shares linked to this criterion may be vested. As regards the

comparative TSR criterion, the Company’s target objective is to be

placed within the top 35 companies. Furthermore, if performance

falls below the median performance of the SBF120 during the

period measured, no shares will vest.

In accordance with the recommendations of the AFEP-MEDEF

Code, the grant value of these plans as adopted under IFRS 2

is proportionate to the annual ﬁxed and variable portion of the

remuneration, and is capped in accordance with the compensation

policy approved by the General Meeting of May 28, 2020 in its

twelfth resolution. It is determined by the Board of Directors in light

of market practices in accordance with the principles and criteria

approved by the General Meeting.

Performance shares deﬁnitively awarded

during the period to the Chief Executive Ofﬁcer

Performance shares awarded during the period

to the Chief Executive Ofﬁcer

For reference, in 2018, Enrique Martinez was awarded

6,655 bonus shares due to vest fully on May 17, 2020 and

3,328 bonus shares due to vest fully on May 17, 2021 pursuant

to Plan No. 2 2018 mentioned in Table 9 AFEP-MEDEF.

At its meeting of May 28, 2020, on the recommendation of the

Appointments and Compensation Committee, the Board of

Directors decided to implement a long-term compensation plan

comprised of bonus shares settled with equity instruments.

The full vesting of each tranche of these bonus shares is

conditional on:

These shares will be vested upon expiration of a three-year vesting

period (May 28, 2020 to May 27, 2023), subject to the beneﬁciary’s

continued employment within the Group at the end of the vesting

period. The vesting of the shares will be conditional upon:

n for 30%, a Fnac Darty share performance condition based on

the Company’s total shareholder return (TSR) compared to that

of the companies in the SBF120; and

n for 70%, achievement of a performance condition linked to a

n for 30%, a Fnac Darty share performance condition based on

the Company’s total shareholder return (TSR) compared to that

of the companies in the SBF120, measured in 2023 for the

2020-2022 period, for the entire period;

level of current operating income.

The TSR is measured annually, in 2019 for 2018 and in 2020 for

the 2018-2019 period for the ﬁrst vesting period, and in 2021 for

the 2018-2020 period for the second vesting period. The current

operating income to be achieved is assessed in 2019 after the

publication of the Group’s 2018 annual results and in 2020 after

the publication of the Group’s 2019 annual results for the ﬁrst

vesting period, and in 2021 after the publication of the Group’s

2020 annual results for the second vesting period.

n for 50%, satisfying a performance condition related to the

achievement of a level of free cash ﬂow measured in 2023

following publication of the Group’s annual results for 2022,

taking into account the cash flow generated by the Group

during 2020, 2021 and 2022, for the entire period; and

n for 20%, on the Company’s corporate, social and environmental

responsibility performance, measured in 2023, taking into

account the Group’s non-ﬁnancial ratings for2020, 2021 and

2022, for the entire period.

The full vesting of each tranche of these bonus shares is also

subject to a two-year service condition (May 18, 2018 to May 17,

2020) for the first period and a three-year service condition

(May 18, 2018 to May 17, 2021) for the second period.

On May 28, 2023, when the vestingperiod ends, 76,997 shares

may be vested under this plan. The valuation of the gross

amounts at the grant date and according to IFRS 2 rules, before

apportionment of expenses over the vesting period of the

equivalent in bonus shares granted in 2020, was €1,599,536.

This valuation, for market items, was calculated using the Black

Scholes method based on the following parameters: a reference

Each performance condition is measured annually. For each year,

each performance criterion has a trigger threshold below which no

shares linked to this criterion may be vested. Shares lost in one

year are not available the following year. All of these criteria were

pre-established before the start of the plan.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 179

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

The ﬁrst tranche of the bonus shares awarded in 2018 expired on

May 17, 2020.

n for 40%, achievement of a level of current operating income.

The TSR was measured annually in 2019 and 2020. The level

of synergies and the current operating income were assessed in

2019 after the publication of the Group’s 2018 annual results, and

in 2020 after the publication of the Group’s 2019 annual results.

n The TSR was measured annually in 2019 and 2020. The

objectives for these two years were partially achieved. The

Company’s target objective was to be placed within the top 35

companies. The results fall betweenthe trigger threshold and

the target set. Therefore, the vesting rates under this criterion

are 88% and 65% respectively for each of the periods.

Vesting of these bonus shares was also subject to a condition

of continuous service for two years (December 15, 2017 to

December 14, 2019).

n The level of current operating income was measured in 2019

and 2020 following the publication of the Group’s annual results

for 2018 and 2019. The objective measured in 2019 was

partially achieved. The result falls between the trigger threshold

and the target set and the vesting rate was 69%. The objective

measured in 2020 was not achieved. The result is below the

trigger threshold and the vesting rate for this year is 0%.

Each performance condition was measured annually. Each

performance criterion, for each year, had a trigger threshold below

which no share related to this criterion was vested, the shares lost

one year not being brought back into play the following year. All

of these criteria were pre-established before the start of the plan.

n The TSR was measured annually in 2019 and 2020. The

objectives for these two years were partially achieved. The

Company’s target objective was to be placed within the top

35 companies. The results fall between the trigger threshold

and the target set. Therefore, the vesting rates under this

criterion are 88% and 65% respectively for each of the periods.

Given the relative weight of each criterion over each period, the

total vesting rate for this ﬁrst tranche is 47.1%, i.e. for Enrique

Martinez 3,136 shares with a gross vesting value of €80,031,

valued at €25.52 per share, the opening price of the Fnac Darty

share on May 18, 2020.

n The synergy goal was measured in 2019 and 2020 following

the publication of the Group’s annual results for 2018 and

2019. The objectives for these two years were exceeded. The

results for each year were above the target objective. Therefore,

the vesting rates under this criterion are 100% for each of the

periods.

The valuation of the gross amounts at the grant date and

according to IFRS 2 rules, before apportionment of expenses over

the vesting period of the equivalent in bonus shares granted in

2018, was €200,013, vesting on May 17, 2021. This valuation, for

market items, was calculated using the Black Scholes method

based on the following parameters: a reference share price equal

to €93.30 per share (price on the ﬁrst day of vesting, May 18,

2018), volatility of 25% and the Euribor Swap risk-free interest rate.

For non-market items, the valuation was calculated based on the

best estimate of the achievement of future performance conditions.

n The level of current operating income was measured in 2019

and 2020 following the publication of the Group’s annual results

for 2018 and 2019. The objective measured in 2019 was

partially achieved. The result falls between the trigger threshold

and the target set and the vesting rate was 69%. The objective

measured in 2020 was not achieved. The result is below the

trigger threshold and the vesting rate for this year is 0%.

As a reminder, in 2017, 15,391 bonus shares were allotted to

Enrique Martinez. The maturity date for this plan was March 2,

2020.

Given the relative weight of each criterion over each period, the

total vesting rate for this ﬁrst tranche is 62.2%, i.e. for Enrique

Martinez 9,576 shares with a gross vesting value of €378,252,

valued at €39.50 per share, the opening price of the Fnac Darty

share on March 3, 2020.

The full vesting of these bonus shares was conditional on:

n for 20%, a Fnac Darty share performance condition based on

the Company’s total shareholder return (TSR) compared to that

of the companies in the SBF120;

n for 40%, a performance condition linked to achieving

synergies in connection with the merger of the Fnac and Darty

groups; and

180 2020 UNIVERSAL REGISTRATION DOCUMENT

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CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

Performance shares vested during the period

▼

Table 7 in accordance with the recommendations of the AFEP-MEDEF Code and AMF position-recommendation No. 2021-02

Percentage of shares initially granted

Number of shares vested

during the period

and vested taking into account

the performance conditions

N^o.and date of plan

Plan No. 1 2017

Plan No. 2 2018

9,576

3,136

62.2%

47.1%

The ﬁrst tranche of the performance options awarded in 2018

expired on May 18, 2020.

Share subscription options

For reference, in 2018, Enrique Martinez was awarded

20,883 options due to vest fully on May 18, 2020 and

20,883 options due to vest fully on May 18, 2021.

n The TSR was measured annually in 2019 and 2020. The

objectives for these two years were partially achieved. The

Company’s target objective was to be placed within the top 35

companies. The results fall betweenthe trigger threshold and

the target set. Therefore, the vesting rates under this criterion

are 88% and 65% respectively for each of the periods.

The full vesting of each tranche of these options is conditional on:

n for 30%, a Fnac Darty share performance condition based on

the Company’s total shareholder return (TSR) compared to that

of the companies in the SBF120; and

n The level of current operating income was measured in 2019

and 2020 following the publication of the Group’s annual results

for 2018 and 2019. The objective measured in 2019 was

partially achieved. The result falls between the trigger threshold

and the target set and the vesting rate was 69%. The objective

measured in 2020 was not achieved. The result is below the

trigger threshold and the vesting rate for this year is 0%.

n for 70%, achievement of a performance condition linked to a

level of current operating income.

The TSR is measured annually, in 2019 for 2018 and in 2020 for

the 2018-2019 period for the ﬁrst vesting period, and in 2021 for

the 2018-2020 period for the second vesting period. The current

operating income to be achieved is assessed in 2019 after the

publication of the Group’s 2018 annual results and in 2020 after

the publication of the Group’s 2019 annual results for the ﬁrst

vesting period, and in 2021 after the publication of the Group’s

2020 annual results for the second vesting period.

Given the relative weight of each criterion over each period, the

total vesting rate for this ﬁrst tranche is 47.1%, i.e. for Enrique

Martinez 9,838 performance options.

As of the publication date of this document, none of these options

had been exercised.

The full vesting of each tranche of these options is also subject to

a two-year service condition (May 18, 2018 to May 17, 2020) for

the ﬁrst period and a three-year service condition (May 18, 2018

to May 17, 2021) for the second period.

The valuation of the gross amounts at the grant date and according

to IFRS 2 rules, before apportionment of expenses over the vesting

period of the performance options granted in 2018, was €300,089,

vesting on May 18, 2021. This valuation, for market items, was

calculated using the Black Scholes method based on the

following parameters: a reference share price equal to €93.30 per

share (price on the ﬁrst day of vesting, May 18, 2018), volatility of

25% and the Euribor Swap risk-free interest rate. For non-market

items, the valuation was calculated based onthe best estimate of

the achievement of future performance conditions.

Each performance condition is measured annually. For each year,

each performance criterion has a trigger threshold below which no

options linked to this criterion may be vested. Options lost in one

year are not available the following year.

Furthermore, stock options, by their nature, require an absolute

increase in the share price in order to be exercised and, for this

speciﬁc plan, a price higher than the exercise price set at €89.43.

2020 UNIVERSAL REGISTRATION DOCUMENT

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CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

In addition, pursuant to Articles L. 225-185 and L. 225-197-1 of

the French Commercial Code, the Board decided at its meeting

of April 28, 2017 that:

Lastly, in accordance with the recommendations of the AFEP-

MEDEF Code, Enrique Martinez has formally committed not to

hedge his risk on the options or shares resulting from the exercise

of options, or on the performance shares, until the end of the share

lock-up period set by the Board of Directors.

n the executive corporate ofﬁcers must hold, in registered form,

until the end of their term of ofﬁce, a minimum number of shares

corresponding to 25% of their fully vested shares (net of fees

and taxes and the disposals necessary to exercise options)

on each of the bonus share and option plans allotted to them

by the Board on or after the date of their appointment; it is

speciﬁed that the plans from which they may have beneﬁted

earlier as employees are not included in this requirement; and

It should also be noted that, to the Company’s knowledge, no

hedging instruments have been put in place by Enrique Martinez

for the options or shares resulting from the exercise of options, or

the performance shares, and that this shall be the case until the

end of the share lock-up period set by the Board of Directors.

n this percentage would be lowered to 5% once the number

of shares held by the executive corporate officers from

bonus share allotments and options exercised in all plans

represents an amount equal to twice their gross annual ﬁxed

compensation, which is the minimum number of shares

that the executive corporate ofﬁcers must hold in registered

form until the end of their term of ofﬁce, as recommended in

paragraph 23 of the AFEP-MEDEF Code.

History of the share subscription or share purchase options awarded to the Chief Executive Ofﬁcer

▼

Table 8 in accordance with the recommendations of the AFEP-MEDEF Code and AMF position-recommendation No. 2021-02

Information on subscription and purchase options

Plan no^.1 2018^(a)

Date of meeting

06/17/2016

05/18/2018

97,438

Date of Board of Directors’ meeting

Total number of shares that may be subscribed

or purchased by all beneﬁciaries, of which the number

of shares that may be subscribed or purchased by:

Enrique Martinez

Start date for exercising options

1^sttranche

41,766

05/18/2020

05/18/2021

2^ndtranche

Expiry date

1^sttranche

2^ndtranche

05/17/2021

05/17/2022

Subscription or purchase price

€89.43 (average of the last 20 closing prices of the Fnac Darty

share prior to May 18, 2018)

Conditions of exercise

Between 05/18/2020 and 05/17/2021 for the ﬁrst tranche

and between 05/18/2021 and 05/17/2022 for the second tranche

Number of shares subscribed as of 12/31/2020

Cumulative number of share subscription

or purchase options canceled or expired

25,754

Share subscription or purchase options

outstanding at the end of the period

71,684

(a) In view of the performance conditions, 47.1% of the options initially awarded under the ﬁrst tranche of the 2018 plan were fully vested.

182 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

History of the performance shares awarded to the Chief Executive Ofﬁcer

▼

Table 9 in accordance with the recommendations of the AFEP-MEDEF Code and Table 10 in accordance with AMF position-recommendation

No. 2021-02

Information on performance shares

Plan No. 1 2017^(a)

Plan No. 2 2018^(b)

Plan No. 3 2019

Plan No. 4 2019

Plan No. 5 2020

Date of meeting

06/17/2016

12/15/2017

06/17/2016

05/18/2018

06/17/2016

05/23/2019

06/17/2016

05/23/2019

05/28/2020

Date of Board of

Directors’ meeting

Total number of

shares awarded to

all beneﬁciaries, of

which the number

awarded to:

92,500

109,817

214,449

31,752

616,496

Enrique Martinez

15,391

9,983

31,752

76,997

Vesting date

of shares

03/02/2020

05/17/2020 for

the ﬁrst tranche

(66.67%)

05/22/2021 for

the ﬁrst tranche

(33.33%)

05/22/2022

05/27/2023

05/17/2021 for

the second tranche

(33.33%)

05/22/2022 for

the second tranche

(66.67%)

End date of the

holding period

03/02/2020

05/17/2020 for

the ﬁrst tranche

(66.67%)

05/22/2021 for

the ﬁrst tranche

(33.33%)

05/22/2022

05/27/2023

05/17/2021 for

the second tranche

(33.33%)

05/22/2022 for

the second tranche

(66.67%)

Performance

conditions

For 20%

of the shares,

the performance

condition is based

on the market

performance of the

Fnac Darty share

(TSR)

For 40% of shares,

the performance

condition is based

For 30% of shares,

the performance

condition is based

on the market

performance of the

Fnac Darty share

(TSR)

For 30% of shares,

the performance

condition is based

on the market

performance of the

Fnac Darty share

(TSR)

For 50% of shares,

the performance

condition is based

on achieving a Free

Cash Flow (CFL)

target

For 20% of shares,

the performance

condition is based

on achieving

For 30% of shares,

the performance

condition is based

on the market

performance of the

Fnac Darty (TSR)

For 50% of shares,

the performance

condition is based

on achieving a Free

Cash Flow (CFL)

target

For 20% of shares,

the performance

condition is based

on achieving

For 30% of shares,

the performance

condition is based

on the market

performance of the

Fnac Darty (TSR)

For 50% of shares,

the performance

condition is based

on achieving a Free

Cash Flow (CFL)

target

For 20% of shares,

the performance

condition is based

on achieving

For 70%

of the shares,

the performance

condition is based

on achieving on achieving speciﬁc

speciﬁc synergy

goals

income goals

(Current operating

income)

For 40%

of the shares,

the performance

condition is based

on achieving

a CSR criterion

(improvement

a CSR criterion

(improvement

a CSR criterion

(improvement

speciﬁc income

goals (Current

operating income)

in the Vigeo

non-ﬁnancial rating) extra-ﬁnancial rating) extra-ﬁnancial rating)

Number of shares

purchased

50,580

32,432

44,653

495

as of 12/31/2020

Cumulative

number of shares

canceled

41,920

51,675

5,292

or expired

Performance

32,732

162,279

26,460

616,496

shares remaining

at the year end

(a) In view of the performance conditions, 62.2% of the shares initially awarded under the 2017 plan were fully vested.

(b) In view of the performance conditions, 47.1% of the shares initially awarded under the ﬁrst tranche of the 2018 plan were fully vested.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 183

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

In-kind beneﬁts and other beneﬁts

Directors’ fees

Enrique Martinez is provided with a company car in accordance

with the Company’s current vehicle policy and market practices,

which in 2020 represented an in-kind beneﬁt of €4,607 (accounting

valuation). This beneﬁt amounted to €4,010 in 2019.

At its meeting of February 20, 2019, the Board of Directors, on

the recommendation of the Appointments and Compensation

Committee, decided that Enrique Martinez would not receive

any compensation in respect of his term of ofﬁce as a Director,

approved by the General Meeting of May 23, 2019. Enrique

Martinez did not receive any compensation for his Directorship

for 2020.

Enrique Martinez also beneﬁts from an unemployment insurance

plan for non-employee corporate ofﬁcers, for which contributions

were paid in the amount of €13,347 for 2020. These contributions

are subject to social security and employer taxes and are therefore

treated as beneﬁts in kind. In 2019, the contributions paid for

unemployment insurance amounted to €13,148.

Total compensation

The amounts paid in 2020 and 2019 in total compensation and

its components, as detailed above, totaled €1,423,300 and

€1,328,034 respectively, broken down as follows, respectively:

ﬁxed compensation of €723,873 and €750,000; annual variable

compensation of €660,461 and €540,177; in-kind beneﬁts and

other beneﬁts of €17,953 and €17,158; supplementary pension

plan contributions of €11,325 and €11,156; and, ﬁnally, Company

provident insurance plan contributions of €9,688 and €9,543. In

addition, the amount allocated for 2020 and to be paid in 2021

as annual variable compensation, subject to the approval of the

General Meeting, was €743,530.

Supplementary pension plan

The Board of Directors authorized Enrique Martinez’s participation

in the supplementary deﬁned-contribution pension plan (Article 83

of the French General Tax Code) which beneﬁts all executives of

Fnac Darty’s French companies included in this policy.

Premiums in 2020 and 2019 amounted to €11,325 and €11,156

respectively.

Pursuant to Article L. 22-10-34 II of the French Commercial Code,

the payment of the annual variable compensation allocated in

respect of 2020 is subject to the approval of the elements of the

compensation and beneﬁts of any kind paid in 2020 or awarded for

2020 to Enrique Martinez by the General Meeting of May 27, 2021.

Provident insurance plan

On July 17, 2017, the Board of Directors authorized Enrique

Martinez’s participation in the provident insurance plan that

beneﬁts all employees of Fnac Darty’s French companies included

in this policy.

Contributions paid by the Company in 2020 and 2019 amounted

to €9,688 and €9,543, respectively.

Summary table of compensation, options and performance shares awarded to the Chief Executive Ofﬁcer

▼

Table 1 in accordance with the recommendations of the AFEP-MEDEF Code and AMF position-recommendation No. 2021-02

Enrique MARTINEZ

Chief Executive Ofﬁcer

2019

2020

Gross compensation allocated for the period

€1,472,156

n.a.

€1,532,496

n.a.

SUB-TOTAL GROSS MONETARY COMPENSATION PAYABLE FOR THE YEAR

Valuation of multi-year variable compensation allocated during the period

Valuation of options awarded during the period^(a)

n.a.

Valuation of performance shares awarded during the year

Valuation of other long-term compensation plans

€1,599,983

n.a.

€1,599,536

n.a.

TOTAL GROSS MONETARY COMPENSATION AND ALLOTMENT OF SECURITIES

SUBJECT TO PERFORMANCE AND ATTENDANCE CONDITIONS

€3,072,139

€3,132,032

(a) No options were awarded in 2019 or 2020.

184 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

Summary table of the compensation of the Chief Executive Ofﬁcer

▼

Table 2 in accordance with the recommendations of the AFEP-MEDEF Code and AMF position-recommendation No. 2021-02

2019

Amounts allocated

2020

Amounts paid Amounts allocated

Enrique MARTINEZ

Chief Executive Ofﬁcer

Amounts paid

Fixed compensation^(a)

Annual variable compensation^(b)

Multi-year variable compensation

Exceptional compensation

Directors’ fees

€750,000

€684,299

n.a.

€750,000

€540,177

n.a.

€750,000

€723,873

€660,461

n.a.

€743,530

n.a.

In-kind beneﬁts^(c)

€17,158

€11,156

€9,543

€1,472,156

€17,158

€11,156

€9,543

€1,328,034

€17,953

€11,325

€9,688

€1,532,496

€17,953

€11,325

€9,688

€1,423,300

Supplementary pension plans

Provident insurance plans

TOTAL

(a) The amount paid during 2020 was reduced in accordance with the Board of Directors’ decision of April 18, 2020, as set out in the introduction

to section 3.3.2.

(b) The amount paid in 2020 for 2019 was reduced in accordance with the Board of Directors’ decision of April 18, 2020, as set out in the introduction

of 3.3.2.

This commitment was implemented by the Board of Directors

on July 17, 2017 and was approved by the General Meeting of

May 18, 2018. On February 20, 2019, it was revised by the Board

of Directors in order to align it with the new recommendations

of the AFEP-MEDEF Code of June 2018. This amendment was

approved by the General Meeting of May 23, 2019.

Non-compete agreement

The Board of Directors has approved a non-compete agreement

with Enrique Martinez in the specialty retail market for

entertainment and electronic products and domestic appliancesfor

the consumer market in the countries where the Group operates.

This non-compete agreement is limited to two years starting at

the end of his term of ofﬁce. In consideration for this commitment,

Enrique Martinez will receive a gross allowance representing 70%

of his ﬁxed monthly compensation for a period of two years from

the effective end of his term of ofﬁce. The Board of Directors is

entitled to waive implementation of this clause.

No amount was due for either 2020 or 2019.

Summary of the Chief Executive Ofﬁcer’s beneﬁts

▼

Table 11 in accordance with the recommendations of the AFEP-MEDEF Code and AMF position-recommendation No. 2021-02

Compensation

or beneﬁts payable

or likely to be

payable as a result

of termination

Compensation

associated

with a non-compete

clause

Employment

contract^(a)

Supplementary

pension plan

or change of position

Enrique MARTINEZ

Chief Executive Ofﬁcer

Yes

Term of ofﬁce start date: 07/18/2017

Open-ended term of ofﬁce

of Chief Executive Ofﬁcer

(a) The employment contract of Enrique Martinez was suspended after he took up his new position as Chief Executive Ofﬁcer, as indicated in the

preamble to section 3.3.2.2 of this document.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 185

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

Based on recommendations from the Appointments and

Compensation Committee, on February 24, 2020 the Board of

Directors decided, in accordance with the compensation policy

approved by the General Meeting, on the distribution of the

compensation allocated to members of the Board and specialized

committees who attended meetings held in 2019.

3.3.2.3 / Compensation of corporate ofﬁcers

Compensation paid to members

of the Board of Directors

Compensation to be paid in 2020 for 2019

60% of this amount of €450,000 was distributed to members of

the Board of Directors, divided into a ﬁxed portion equivalent to

30% and a variable portion equivalent to 70%; the variable portion

is distributed according to the Board members’ attendance at

meetings.

The General Meeting determines the total amount of compensation

to be paid to the members of the Board of Directors.

Based on recommendations from the Appointments and

Compensation Committee, the Board of Directors determines

how the compensation allocated to Directors is to be distributed

according to the actual attendance of members at meetings of the

Board and the specialized committees held during the period in

question, in accordance with the compensation policy approved

by the General Meeting.

The balance, i.e., 40% of this amount, was divided in the following

way: 20% (i.e. 50% of the budget allocated to the committees) for

the Audit Committee, 12% (i.e. 30% of the overall budget allocated

to the committees) for the Appointments and Compensation

Committee and 8% (i.e. 20% of the overall budget allocated to

the committees) for the Corporate, Environmental and Social

Responsibility Committee. This amount is allocated based on

members’ attendance at committee meetings.

The General Meeting of May 18, 2018 set this amount at €450,000

for 2018, to be maintained until decided otherwise.

In order to take into account the appointment of two Directors

representing the employees during 2019 and 2020 in accordance

with the applicable legal provisions, on the recommendation of

the Appointments and Compensation Committee, the Board

considered it appropriate to propose an increase to €500,000 in

the overall annual compensation allocated to Directors starting

from the current ﬁnancial year. The General Meeting of May 28,

2020 set this amount at €500,000 for 2020, to be maintained until

decided otherwise.

The Chairman of the Board of Directors and the committee chairs

receive a 50% higher fee for their attendance at each meeting.

186 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

Of the €450,000 total annual allocation for Directors’ fees for 2019, a total amount of €393,041 was paid in 2020, broken down as follows:

Amounts paid

in 2019 for 2018

(in euros)

Amounts allocated

in 2020 (to be paid

in 2021) (in euros)

Amounts paid

in 2020 for 2019

Name

(in euros)

Jacques Veyrat

Enrique Martinez

Patricia Barbizet *

Carole Ferrand

37,299

60,441

45,013

37,299

8,430

25,766

60,441

45,013

37,299

58,756

43,865

36,419

Antoine Gosset-Grainville

Nonce Paolini

Arthur Sadoun *

Brigitte Taittinger-Jouyet

32,190

33,870

48,001

Stéphane Roussel *

(permanent representative of Vivendi)

15,150

10,337

Simon Gillham * (permanent representative

of Compagnie Financière du 42 Avenue de Friedland)

26,510

29,870

15,790

42,544

37,401

8,177

29,870

25,550

47,584

43,264

13,373

9,373

29,250

46,347

43,365

29,250

21,528

Delphine Mousseau

Caroline Grégoire Sainte Marie

Daniela Weber-Rey

Sandra Lagumina

Jean-Marc Janaillac

Javier Santiso

Franck Maurin

3,124

Julien Ducreux

TOTAL

387,937

393,041

407,560

Members who have left the Board of Directors.

In accordance with the decision of the Board of Directors of

April 18, 2020, communicated in particular at the Annual General

Shareholders’ Meeting of May 28, 2020, the compensation paid

to Directors in 2020 was reduced by 25% for the period during

which the Group’s employees were signiﬁcantly subject to furlough

measures due to the Covid-19 health crisis.

In 2020, the amounts paid to Franck Maurin amounted to

€84,117, including a fixed compensation of €78,925, annual

variable compensation paid in shares as decided by the Board of

Directors on June 16, 2020 and in the exceptional circumstances

of Covid-19 (as of June 16, 2021, 724 shares will be acquired),

supplementary pension plan contributions, Article 83 of the

French General Tax Code, (which beneﬁts all executives of Fnac

Darty’s French companies included in this policy under the same

conditions and regulations as those above) of €1,836, Company

provident insurance plan contributions of €2,328 and ﬁnally €1,009

in proﬁt-sharing and incentive bonuses.

This therefore amounts to €407,560. Directors do not receive any

other compensation, with the exception of:

n Jacques Veyrat, Chairman of the Board of Directors, who no

longer receives any compensation for his directorship sincehis

appointment as Chairman, as indicated in section 3.3.2.1 of the

Universal Registration Document;

To be noted, the amount allocated in 2020 and paid in 2021 as

part of the annual variable compensation is not yet determined on

the date of publication of this document.

n Enrique Martinez, Chief Executive Officer, who does not

receive any compensation for his directorship, as indicated in

section 3.3.2.2 of the Universal Registration Document;

n Julien Ducreux, Director representing employees, who receives

compensation under the terms of his employment contract.

n Franck Maurin, Director representing employees, who receives

compensation under the terms of his employment contract.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 187

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

In 2020, the amounts paid to Julien Ducreux amounted to

€94,307, including fixed compensation of €87,956, annual

variable compensation paid in shares as decided by the Board of

Directors on June 16, 2020 and in the exceptional circumstances

of Covid-19 (as of June 16, 2021, 480 shares will be acquired),

supplementary pension plan contributions, Article 83 of the French

General Tax Code (to which all executives of Fnac Darty’s French

companies included in this policy are entitled under the same

conditions and regulations as those above) of €2,205, Company

provident insurance plan contributions of €2,637, exceptional

compensation of €500 and finally, €995 in profit-sharing and

incentive bonuses.

The Board of Directors meeting ofFebruary 23, 2021 allocated

a total of €407,560 to members of the Board of Directors and

its committees to be paid in 2021 for 2020. In accordance with

the Board of Directors’ decision of April 18, 2020, mentioned in

the introduction of 3.3.2, the sum before a reduction of 25% was

€422,270.

3.3.2.4 / Comparison of the level

of compensation of corporate

ofﬁcers and that of employees

of the Company, and of

the Company’s performance

To be noted, the amount allocated in 2020 and paid in 2021 as

part of the annual variable compensation is not yet determined on

the date of publication of this document.

In accordance with Article L. 22-10-9 of the French Commercial

Code, and in compliance with the AFEP guidelines updated in

February 2021, the table below presents the level of compensation

owed or allocated in respect of one year to each of the executive

corporate officers, set against the average and median

compensation owed or allocated in respect of the same year to

the employees of the Company other than the corporate ofﬁcers

on a full-time equivalent basis and changes in this ratio over the

last ﬁve years.

Lastly, on May 28, 2020, the Board of Directors, acting on the

recommendation of the Appointments and Compensation

Committee, decided to award Julien Ducreux 1,700 performance-

based bonus shares under the plan described in section 7.2.4

of this Universal Registration Document, pursuant to the same

conditions as for the other 230 beneﬁciaries of this plan.

Compensation to be paid in 2021 for 2020

It also presents the annual change:

Of the total amount of €500,000 Directors fees allocated in 2021

for 2020, on February 26, 2020 the Board ofDirectors allocated

64%, that is €320,000, to the Board members and 36%, that is

€180,000, to the members of the specialized committees.

n in the compensation of corporate ofﬁcers;

n in the average compensation on a full-time equivalent basis of

the Company’s employees, other than executives;

Of the €320,000 allocated to the Board of Directors, 30% was

ﬁxed and 70% was variable. The variable portion was allocated

based on members’ attendance at Board of Directors’ meetings.

n in equity ratios;

n and in the Company’s performance.

The scope presented in the second section of the table is that of

the listed company, Fnac Darty SA.

The remaining €180,000 allocated to the specialized committees

was distributed as follows: €90,000 to the Audit Committee,

€54,000 to the Appointments and Compensation Committee and

€36,000 to the Corporate, Environmental and Social Responsibility

Committee. These portions are allotted strictly on the basis of

members’ attendance at committee meetings.

The scope presented in the third section of the table is that of the

registered ofﬁce functions, including the listed company. The scope

covers a wide variety of functions carried out within the Group,

in particular with the teams responsible for trading, purchasing,

marketing digital, support functions and corporate functions.

No speciﬁc compensation has been allocated to the members of

the Strategy Committee, as they are also members of the Board

of Directors and, with the exception of the Executive Corporate

Ofﬁcer, serve as Chairman of the Board or chairs of the specialized

committees.

The scope presented in the fourth section of the table is that of

Fnac and Darty companies in France, including the head ofﬁce

companies and the listed company. In addition to those functions

included in the scope outlined in the previous paragraph, it covers

duties performed in stores, logistics platforms, remote customer

relations services, delivery services, after-sales services, and so on.

Ratios across this broader Group scope could not be calculated

over the last ﬁve years, due to the merger between Fnac and

Darty during this period. This scope meets the recommendations

of the AFEP-MEDEF Code and accounts for more than 90% of the

employees of Fnac Darty’s French companies.

The portion of the compensation calculated but not paid to the

Chairman of the Board and the Chief Executive Ofﬁcer has not

been reallocated to the other Directors.

The Chairman of the Board of Directors and the committee chairs

receive a 50% higher fee for their attendance at each meeting.

188 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

Table of ratios under Section I, paragraphs 6 and 7 of Article L. 22-10-9 of the French Commercial Code

▼

2017

2018

2019

2020

or change or change

Change or change

2018/

2016

Change or change

2019/

2016

Change

2020/

2016

2017/

2016

2018/

2017

2019/

2018

2020/

2019

2016

Change (in %) in the compensation

of Alexandre BOMPARD, Chairman and

Chief Executive Ofﬁcer until July 17, 2017

17%

Change (in %) in the compensation

of Enrique MARTINEZ, Chief Executive

Ofﬁcer since July 18, 2017

-39%

13%

-31%

32%

-9%

-7%

Change (in %) in the compensation

of Jacques VEYRAT, Chairman of the

Board of Directors since July 18, 2017

Information on the scope of the listed

company: Fnac Darty SA

Change (in %) in average employee

compensation

52%

5.64

-10%

37%

38%

-12%

21%

Ratio of the Chairman and CEO

to average employee compensation

7.34

Ratio of the Chief Executive Ofﬁcer

to average employee compensation

2.94

3.69

0.32

4.86

0.32

5.61

0.36

Ratio of the Chairman to average

employee compensation

0.29

Change in the Chairman and Chief

Executive Ofﬁcer’s ratio (in %)

-23%

-60%

Change in the Chief Executive

Ofﬁcer’s ratio (in %)

26%

11%

-50%

32%

-1%

-34%

16%

13%

-24%

Change in the Chairman’s ratio (in %)

Ratio of the Chairman and Chief Executive

Ofﬁcer to median employee compensation

8.19

6.09

3.17

Ratio of the Chief Executive Ofﬁcer

to median employee compensation

3.42

0.30

4.27

0.28

5.78

0.37

Ratio of the Chairman to median

employee compensation

0.31

Change in the Chairman and Chief

Executive Ofﬁcer’s ratio (in %)

-26%

-61%

Change in the Chief Executive

Ofﬁcer’s ratio (in %)

-58%

25%

-6%

-48%

35%

33%

-29%

Change in the Chairman’s ratio (in %)

-5%

Additional information on registered

ofﬁce functions

Change (in %) in average employee

compensation

-2%

63.48

33.06

3.23

-2%

Ratio of the Chairman and CEO

to average employee compensation

52.98

Ratio of the Chief Executive Ofﬁcer

to average employee compensation

35.72

3.10

47.38

3.10

49.22

3.16

Ratio of the Chairman to average

employee compensation

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 189

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

2017

2018

2019

2020

or change or change

Change or change

2018/

2016

Change or change

2019/

2016

Change

2020/

2016

2017/

2016

2018/

2017

2019/

2018

2020/

2019

2016

Change in the Chairman and Chief

Executive Ofﬁcer’s ratio (in %)

20%

Change in the Chief Executive Ofﬁcer’s

ratio (in %)

-38%

-33%

33%

-11%

-7%

Change in the Chairman’s ratio (in %)

-4%

Ratio of the Chairman and Chief Executive

Ofﬁcer to median employee compensation

65.51

79.21

41.25

4.04

Ratio of the Chief Executive Ofﬁcer

to median employee compensation

43.47

3.77

57.88

3.79

59.92

3.85

Ratio of the Chairman to median

employee compensation

Change in the Chairman and Chief

Executive Ofﬁcer’s ratio (in %)

21%

Change in the Chief Executive

Ofﬁcer’s ratio (in %)

-37%

-34%

33%

-12%

-9%

Change in the Chairman’s ratio (in %)

-7%

Additional information on Fnac

and Darty in France, including

registered ofﬁce functions

Change (in %) in average employee

compensation

Ratio of the Chairman and CEO

to average employee compensation

Ratio of the Chief Executive Ofﬁcer

to average employee compensation

83.04

5.44

84.09

5.41

Ratio of the Chairman to average

employee compensation

Change in the Chairman and Chief

Executive Ofﬁcer’s ratio (in %)

Change in the Chief Executive

Ofﬁcer’s ratio (in %)

Change in the Chairman’s ratio (in %)

-1%

Ratio of the Chairman and Chief Executive

Ofﬁcer to median employee compensation

Ratio of the Chief Executive Ofﬁcer

to median employee compensation

101.45

6.65

102.74

6.60

Ratio of the Chairman to median

employee compensation

Change in the Chairman and Chief

Executive Ofﬁcer’s ratio (in %)

Change in the Chief Executive

Ofﬁcer’s ratio (in %)

Change in the Chairman’s ratio (in %)

-1%

190 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

2017

2018

2019

2020

or change or change

Change or change

2018/

2016

Change or change

2019/

2016

Change

2020/

2016

2017/

2016

2018/

2017

2019/

2018

2020/

2019

2016

Company performance

Free cash ﬂow from operations

Current operating income/revenue

TSR vs SBF120 ranking (base 2015)

Total Net Income

150.8

3.0%

199.2

3.6%

152.7

4.0%

172.9

4.0%

192.4

2.9%

0.2

37.5

149.9

103.9

(6)

Change (in %) in free cash-ﬂow

from operations

32%

20%

-23%

11%

33%

-7

13%

15%

33%

-41

11%

-28%

-22

28%

-4%

-63

Change (in %) in current operating

income / revenue

Change in TSR vs SBF120 ranking

(base 2015)

-8

-34

Change (in %) in total net income

18,650%

300% 74,850%

-31% 51,850%

-106% -3,100%

The duties of Chairman and Chief Executive Ofﬁcer were separated

in July 2017 following Alexandre Bompard’s departure from the

Company. Compensation in 2017 was calculatedon a full-time

equivalent basis.

To facilitate year-on-year comparisons, it is made clear that

compensation paid in 2020 both to corporate officers and

employees has been adjusted for the effects of the health crisis.

As such, the compensation taken into account for corporate

ofﬁcers is the compensation before salary reduction in light of the

health crisis as set out in the introduction to chapter 3.3.2. The

compensation taken into account for employees is adjusted for the

impact of any periods of furlough measures.

For eachyear, the employees taken into accountwere those who

were present throughout the year.

In accordance with the AFEP’s guidelines on multiple

compensation, the items owed orallocated for an accounting

period take into account, for both the corporate ofﬁcers and the

employees:

Through the performance criteria presented above, Fnac Darty

demonstrates its ability to deliver solid results over time.

The cash generation essential to ensure the development and

sustainability of the Group is regular and significant, with an

average volume of €173.6 million over the period as a whole. The

growth in free cash-ﬂow from operations was steady and grew

by some 30% over the period, from €150.8 million in 2016 to

€192.4 million in 2020. The level of proﬁtability was in line with the

Group’s ambitions, despite challenging market conditions, until

2019, which was heavily impacted by social unrest. After several

years of growth, the ratio of current operating income to revenue

reached 4% at the time, stable compared to 2018. In 2020, Fnac

Darty was able to demonstrate the strength of its omnichannel

model, as well as its marked ability to control its operating costs,

greatly restricting the impact of the health crisis on its proﬁtability.

In this unprecedented climate, the ratio of current operating

income to revenue, contained at 2.9%, is logically down on the

previous year, but remains higher than the 2015 rate of 2.2% and

very close to the 3% observed in2016. The change in this rate

over the entire period highlights the Group’s ability to make the

most of proﬁtable growth opportunities by updating its business

model, by successfully integrating Darty, and by its deeply-rooted

resilience in recent years.

n the ﬁxed portion;

n the annual variable portion owed in respect of the year and

therefore paid the following year. As it was not deﬁnitively set

as of the date of publication of this document, the variable

compensation to be paid in 2021 in respect of 2020 was

estimated for employees;

n the compensation related to the ofﬁce of Director, where it has

been paid to the executive, in respect of the year and the ofﬁce;

n the long-term compensation (stock options, performance

shares, other long-term compensation instruments and multi-

year variable compensation), allocated in respect of the year,

valued at IFRS value;

n beneﬁts in kind.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 191

CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

The Company’s TSR is measured by comparing Fnac Darty’s stock

market performance each year with themarket performance of

the SBF120 companies from 2015, the reference year preceding

the ﬁve-year period presented. With an increase in the average

annual closing price of 47.4% between 2015 and 2018, Fnac

Darty remained in the upper third of the SBF120 securities over

this period. After two atypical years marked ﬁrst by social unrest

in 2019, strongly affecting consumption, and then the health crisis

in 2020, the Fnac Darty share price held up well and at the close

of December 31, 2020 it stood at €52.70, identical to that of the

beginning of the year, and close to that of early 2019, or indeed

that of early 2016, then at €54.94.

appointing, respectively, Jacques Veyrat and Enrique Martinez. In

effect, the Appointments and Compensation Committee believed

that such a separation of duties would enable senior management,

in the period following the Darty Group acquisition, to focus on

the Group’s operational priorities and,in particular, to pursuethe

integration of Fnac and Darty. In order to safeguard the interests of

the Company and its shareholders and to stimulate performance,

the Board had wished to award compensation below the market

rate to Enrique Martinez when he took ofﬁce. Following a few

months of Enrique Martinez’s successful assumption of his ofﬁce,

which resulted in the strong performance achieved, the Board

of Directors, on the recommendation of the Appointments and

Compensation Committee, decided to reassess both his ﬁxed

compensation and maximum potential variable compensation. In

doing so, the Board kept his compensation at a level lower than

that of senior executives of comparable companies, in order to

give itself the time and hindsight necessary tofully evaluate Enrique

Martinez’s performance as Chief Executive Ofﬁcer.

The net income of the Consolidated Group has fluctuated

signiﬁcantly from one year to the next, due in particular to the

impact of changes in scope (acquisition of Darty in 2016 and

Nature Découvertes in 2019, disposal of the Brazilian subsidiary

in 2017, sale of BCC in 2020), as well as the corresponding

integration and restructuring costs. The net income was also

impacted over the period by the costs associated with the

restructuring of the Group’s debt. In addition to their impact on

net income, these various events are also a marker of the Group’s

agility.

In 2019, the Board recognized and reafﬁrmed Enrique Martinez’s

success in his position as Chief Executive Ofﬁcer, which has been

demonstrated by : the consolidation andsuccessful integration

of Darty and the achievement of the expected level of synergies

one year ahead of schedule; the excellent operational execution

of the strategic plan in its ﬁrst year; and the achievement of a

level of current operating income that is growing in terms of

value and rate compared with the previous year, all in a highly

competitive market and a challenging economic environment.

After contracting the execution of a compensation study to a

specialist consultancy firm, which created a panel of SBF120

and specialized retail companies whose size, complexity and

governance characteristics are comparable to those of Fnac Darty,

and noting a signiﬁcant discrepancy both in the Chief Executive

Officer’s fixed compensation and in the maximum potential

variable compensation that could be awarded to reward the

outperformance of his objectives, the Board of Directors decided

to set the compensation of Enrique Martinez at its current level.

This new compensation is set for his term of ofﬁce as Director.

The compensation policy structured with a short-term

compensation portion and a long-term compensation portion

supports this performance. The economic and ﬁnancial indicators

used to measure short-term performance during these years

(revenues, change in market share, free cash-ﬂow generation,

current operating income) pushed the Group to steadily achieve

these ambitious objectives, and encouraged the preservation

of operating income during this period of health crisis. Starting

in 2021, the changes in the criteria set out in section 3.3.1 of

this chapter will make it possible to provide even more detailed

support for the priorities of the new Everyday strategic plan and to

reward the successful achievement of the associated objectives.

Long-term compensation, initially subject to the achievement of

market performance conditions following Fnac’s ﬂotation in 2013,

and subsequently also conditional upon the achievement of non-

market performance conditions, in line with the Company’s long-

term proﬁtability and cash-ﬂow objectives, promotes the search for

sustainable performance. The introduction of a criterion linked to

the Group’s social and environmental responsibility in 2019 reﬂects

the desire to putFnac Darty’s mission at the heart of its strategy

and the actions of its employees.

Although the Group doubled in size over the period and delivered

solid results, the compensation of the executive corporate ofﬁcer

in 2020 was in line with that of 2016.

The change in average compensation in 2017 for Fnac Darty SA

is linked to the merger with Darty and the resulting structural

changes. The 2020 change is also associated with employee

mobility within the listed company. Furthermore, excluding the

noria effect, the average growth in the compensation of employees

working at a registered office present over the entire period

between 2016 and 2020 was 13.4%.

In this context, changes in the compensation of executives and

in particular the executive corporate ofﬁcers are marked by the

change in governance in 2017. Following Alexandre Bompard’s

departure from the Company, the Board of Directors wished to

separate the duties of Chairman and Chief Executive Ofﬁcer by

192 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Profit-sharing, collective incentive plansand long-term incentive plans

3.4 / Proﬁt-sharing, collective incentive plans

and long-term incentive plans

3.4.1 / PROFIT-SHARING AGREEMENTS AND INCENTIVE PLANS

3.4.1.3 / Group savings plans

3.4.1.1 / Proﬁt-sharing agreements in France

Companies that have implemented a proﬁt-sharing agreement

must implement a Company savings plan in accordance with

Article L. 3332-3 of the French Labor Code.

For companies with at least 50 employees and taxable income

of more than 5% of its shareholders’ equity, implementation of a

proﬁt-sharing agreement in accordance with Articles L. 3322-2and

L. 3324-1 of the French Labor Code is mandatory.

An amendment to the regulations governing the Fnac Darty

Group savings plans concluded on March 15, 2018 instituted a

Group employee savings plan for all Fnac Darty entities in France,

with the exception of Nature Découvertes which has its own

company savings plan. All Group employees in France, with the

exception of those employed by Nature Découvertes, may now

immediately allocate all the sums paid to them under the proﬁt-

sharing and incentive plan to the same corporate mutual funds

(fonds communs de placement d’entreprise or “FCPE”)and beneﬁt

from the services of the same administrative manager. One of the

options offered to employees through this Group savings plan is

to invest in units of the dedicated “Fnac Darty Employees” FCPE,

which is invested in listed securities of the Company.

Fnac Darty companies have proﬁt-sharing agreements in place.

3.4.1.2 / Collective incentive plans in France

Collective incentives are optional plans whose purpose is to enable

the Company to involve employees more closely (by means of

a calculation formula) in the running of the Company and, more

particularly, in its results and performance by payingbonuses that

are available immediately, in accordance with Article L. 3312-1

of the French Labor Code. Incentive plan agreements have been

concluded for a number of the Group’s French entities. Each

agreement includes its own formula for calculating the incentive

bonus.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 193

CORPORATE GOVERNANCE

Profit-sharing, collective incentive plansand long-term incentive plans

3.4.2 / LONG-TERM INCENTIVES

The main executives of the Group beneﬁt from annual long-term

variable compensation, the ﬁrst plans of which were implemented

in 2013. The different vesting periods of the plans run until May 27,

2023.

This 2020 bonus share plan (detailed in section 7.2.4 of this

Universal Registration Document), as with the 2017, 2018 and

2019 bonus share plans, provides for the early vesting of shares

in the following cases: a change of control of the Company; a

public tender offer for the Company’s shares; a public exchange

offer for the Company’s shares; a merger or demerger; or a public

withdrawal offer.

During 2020, on the recommendation of the Appointments

and Compensation Committee, on May 28, 2020 the Board

of Directors decided to award bonus shares to certain Group

employees (231 beneﬁciaries) in order to make them partners in

the Company’s performance through an increase in the value of

its stock.

During 2020, on the recommendation of the Appointments and

Compensation Committee, and in light of the special context of

Covid-19, on June 16, 2020 the Board of Directors decided to

award bonus shares, on an exceptional basis, to certain Group

employees other than the Executive Corporate Officer (138

employees) who had agreed to receive all or part of their annual

variable compensation for 2019 in the form of bonus shares.

Settlement will be in equity instruments. This is in the Group’s

interest at this particular time insofar as it protects the Group’s

cash position compared to a cash-based compensation system,

and strengthens the link between the interests of the beneﬁciaries

and those of the shareholders.

The duration of this plan is three years (May 28, 2020 – May 27,

2023). These shares will be vested upon expiration of a vesting

period (May 28, 2020 to May 27, 2023), subject to the beneﬁciary’s

continued employment within the Group at the end of the vesting

period. The vesting of these shares will be subject to a Fnac

Darty share performance condition based on the Company’s total

shareholder return (TSR) compared to that of the companies in the

SBF120, as measured in 2023 for the 2020-2022 period inrespect

of the entire period, and to performance conditions associated

with achieving a target level of free cash ﬂow assessed in 2023

upon publication of the Group’s annual results for 2022, taking

into account the cash ﬂow generated by the Group during the

years 2020, 2021 and 2022 for the entire period as well as to

performance conditions associated with the Company’s corporate,

social and environmental responsibility assessed in 2023 by taking

into account the Group’s non-ﬁnancial ratings for 2020, 2021 and

2022 for the entire period.

The duration of this plan is two years (June 16, 2020 – June 15,

2022). These shares will not vest until the expiration of a one-

year vesting period (June 16, 2020 – June 15, 2021) for French

residents and two years (June 16, 2020 – June 15, 2022) for

non-French residents. Vesting will not be subject to the continued

employment and performance conditions.

Furthermore, French residents will be required to holdthese shares

for a period of one year (June 16, 2021 – June 15, 2022: the

holding period).

Each performance condition is measured at the end of each

period, taking into account the performance over the period. For

each period, each performance criterion has a trigger threshold

below which no shares linked to this criterion may be vested.

Shares lost in one period are not available the following period.

The 2018 stock options plan (also detailed in section 7.2.4 of this

Universal Registration Document) provides for the early vesting of

shares in the following cases: a change of control of the Company;

a public tender offer for the Company’s shares; a public exchange

offer for the Company’s shares; a merger or demerger; or a public

withdrawal offer.

194 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

CORPORATE GOVERNANCE

Other information

3.5 / Factors that could have an impact

during a public offering period

Pursuant to Article L. 22-10-11 of the French Commercial Code,

we are presenting the following factors that could have an impact

on a public offering:

n with respect to the powers of the Board of Directors, the current

delegations are described in this report in section 7.2.3.1

(share buyback program) and in the table of capital increase

delegations set forth in section 7.2.1; the authorization for share

buybacks and delegations to conduct capital increases are

suspended during a public tender offer, with the exception of

a delegation to employees participating in a Company savings

plan (PEE);

n the ownership structure as well as the direct and indirect

holdings known to the Company and all relevant information

are described in sections 7.1.2.6 and 7.3.1;

n there are no restrictions in the bylaws on the exercise of voting

rights, with the exception of the deprivation of voting rights

that may be requested by one or more shareholders holding at

least 3% of the Company’s share capital or voting rights, if the

3% threshold or any multiple of 1% above 3% is not declared

(Article 9 of the bylaws) – see section 7.1.2.6;

n the bylaws of our Company are amended in accordance with

the laws and regulations;

n the agreements signed by the Company, which are amended

or ended if control of the Company changes, are as follows:

the Loan Agreement and the High Yield bond described in

section 6.4 include a clause under which the creditors of Fnac

Darty could request full or partial early repayment of the loans

in the event of a change of control;

n there is no restriction in the bylaws on the transfer of shares;

n to the Company’s knowledge, there are no shareholders’

agreements or other commitments signed by shareholders;

n there are no speciﬁc agreements providing for compensation

in the event of termination of the duties of members of the

Board of Directors or employees, if they resign or are dismissed

without real and serious cause or if their employment is

terminated as a result of a public tender or exchange offer.

n there is no security carrying special control rights;

n the voting rights attached to the Fnac Darty shares held by

employees through the FCPE Actions fund are exercised by

a representative appointed by the FCPE Supervisory Board to

represent it at the General Meeting;

n the rules for appointing and dismissing members of the

Board of Directors are the legal rules and bylaws provided

for in Articles 12, 17 and 18 of the bylaws described in

section 7.1.2.3;

3.6 / Other information

The procedures for shareholders to participate in General Meetings are provided in section 7.1.2.6.

The table of ﬁnancial delegations for capital increases is given in section 7.2.1.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 195

CORPORATE GOVERNANCE

Special Auditors’ Reporton Related-Party Agreements

3.7 / Special Auditors’ Report

on Related-Party Agreements

General Meeting called to approve the ﬁnancial statements

for the year ended December 31, 2020

nor to investigate whether other agreements exist. Under Article

R. 225-31 of the French Commercial Code, it is your responsibility

to assess the appropriateness of entering into these agreements

for the purpose of approving them.

To the General Meeting of Fnac Darty S.A.,

As the Statutory Auditors of your Company, we are presenting our

report on regulated agreements.

In addition, it is our responsibility, as applicable, to communicate

to you the information stipulated in Article R. 225-31 of the French

Commercial Code regarding the previous year’s performance of

the agreements already approved by the General Meeting.

On the basis of the information provided to us, it is our

responsibility to inform you of the characteristics, principal

terms and conditions and reasons justifying the interest for the

Company of the agreements of which we have been informed or

which we may have discovered during our assignment. We are

not required to express an opinion as to their utility or suitability,

We have applied the procedures we considered necessary

pursuant to the professional standards of the French national

auditing body (Compagnie Nationale des Commissaires aux

Comptes) for this assignment.

AGREEMENTS SUBJECT TO APPROVAL BY THE GENERAL MEETING

Agreements authorized and concluded during the last year

We hereby notify you that we have not been given notice of any agreement authorized and concluded during the last year tobe submitted

for approval of the General Meeting pursuant to the provisions of Article L. 225-38 of the French Commercial Code.

AGREEMENTS ALREADY APPROVED BY THE GENERAL MEETING

Agreements approved in previous periods which continued to be executed during the last year

We hereby inform you that we have not been advised of any agreement already approved by the General Meeting which continued to be

executed during the last year.

Paris La Défense, March 16, 2021

Statutory Auditors

KPMG Audit

Deloitte Associés

A department of KPMG S.A.

Éric Ropert

Guillaume Crunelle

Partner

196 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

COMMENTS ON THE PERIOD

Analysis of business activities and consolidated results

4.1 / Analysis of business activities and consolidated results

Current operating income is an intermediate line item intended to

facilitate the understanding of the entity’s operating performance

that can be used as a way to estimate recurring performance. This

indicator is presented on a like-for-like basis in accordance with

Deﬁnitions and alternative performance

indicators

the principles of continuity and relevance for ﬁnancial reporting.

Deﬁnition of revenue

The Group’s “real” revenues (or income from ordinary activities)

correspond to its reported revenues.

Deﬁnition of EBITDA

In addition to the results published, the Group presents the

EBITDA performance indicator, which excludes Interest, Taxes,

Depreciation, Amortization and provisions on operational ﬁxed

assets from current operating income. The Group believes that

this information assists investors in their analysis of the Group’s

performance. EBITDA is not an indicator stipulated by IFRS and

does not appear in the Group consolidated ﬁnancial statements.

EBITDA has no standard deﬁnition and, therefore, the deﬁnition

used by the Group may not match the deﬁnition of this term used

by other companies. Since January 1, 2019, the application of

IFRS 16 has signiﬁcantly changed the Group’s EBITDA. EBITDA

excluding IFRS 16 is used in the context of the applicable ﬁnancial

covenants under the Loan Agreement.

The Group uses the following notions of change in revenue:

1. Change in revenues at a constant exchange rate:

Change in revenues at a constant exchange rate means that

the impact of changes in exchange rates has been excluded.

The exchange rate impact is eliminated by recalculating sales

for period N-1 using the exchange rates used for period N.

2. Change in revenues at a comparable scope of consolidation:

Change in revenues at a comparable scope of consolidation

means that the impact of changes in thescope of consolidation

is corrected so as to exclude the modiﬁcations (acquisition,

sale of subsidiary). Revenues of subsidiaries acquired or sold

since January 1 of period N-1 are, therefore, excluded when

calculating said change.

EBITDA = Current operating income before depreciation,

amortization and provisions on ﬁxed operational assets.

3. Change in revenues on a same-store basis:

Deﬁnition of free cash ﬂow from operations

The change in revenues on a same-store basis means that

the impact of directly owned store openings and closures

is excluded. Revenues of stores opened or closed since

January 1 of period N-1 are excluded from calculations of the

change.

The Group also uses an intermediate line item to track its ﬁnancial

performance described as free cash ﬂow from operations. This

ﬁnancial indicator measures net operating cash ﬂow and gross

operating investment ﬂow (deﬁned as acquisitions and disposals

of property, plant and equipment and intangible assets, and the

change in trade payables for non-current assets). Since January 1,

2019, the application of IFRS 216 has signiﬁcantly changed the

Group’s free cash ﬂow from operations.

Deﬁnition of current operating income

The total operating income of Fnac Darty includes all the income

and costs directly related to Group operations, whether the income

and expense are recurrent or whether they result from one-off

operations or decisions.

Free cash flow from operations = net cash flows related to

operating activities less net operating investments.

Deﬁnition of net cash

“Other non-current operating income and expense” reﬂects the

unusual and material items for the consolidated entity that could

disrupt tracking of the Group’s economic performance.

Net cash consists of gross cash and cash equivalents, minus

gross debt including accrued interest not yet due as deﬁned by the

French National Accounting Council’s recommendation No. 2013-

03 on November 7, 2013. The Group has applied IFRS 16 since

January 1, 2019. The application of this standard signiﬁcantly

changes the Group’s net cash.

As a result, and in order to monitor the Group’s operating

performances, Fnac Darty uses current operating income as

the main management balance. This is deﬁned as the difference

between the total operating income and the “Other non-current

operating income and expense”.

198 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

COMMENTS ON THE PERIOD

Analysis of business activities and consolidated results

The Group has applied IFRS 16 since January 1, 2019. In order

to ensure the transition between IAS 17 and IFRS 16, all lease

and service agreements falling within the scope of IFRS 16 have

been analyzed.

Deﬁnition of net ﬁnancial debt

Net ﬁnancial debt consists of gross debt including accrued interest

not yet due as deﬁned by the French National Accounting Council’s

recommendation No. 2013-03 on November 7, 2013,minus gross

cash and cash equivalents. The Group hasapplied IFRS 16 since

January 1, 2019. The application of this standard signiﬁcantly

modiﬁes the Group’s net ﬁnancial debt.

To monitor its financial performance, the Group publishes

indicators that exclude the application of IFRS 16. These indicators

are EBITDA excluding IFRS 16, free cash ﬂow from operations

excluding IFRS 16, and net ﬁnancial debt excluding IFRS 16.

Application of IFRS 16

On January 13, 2016, the IASB published IFRS 16 – Leases.

IFRS 16 replaces the IAS 17 standard and its interpretations. This

standard, which is mandatory for annual periods beginning on or

after January 1, 2019, requires the recognition of an asset (the

right of use) and a liability (leasing debt) on the basis of discounted

in-substance ﬁxed lease payments.

EBITDA

EBITDA excluding IFRS 16

+ rents within the scope

of IFRS 16 =

Current operating income before

depreciation, amortization and provisions

on ﬁxed operational assets

EBITDA including leasing expenses

within the scope of IFRS 16

Free cash ﬂow from operations,

excluding IFRS 16

Free cash ﬂow from operations

+ disbursement of rents within

the scope of IFRS 16 =

Free cash ﬂow from operations including

impacts relating to rents

Net cash ﬂow from operating activities,

less net operating investments

within the scope of IFRS 16

Net cash

Net cash excluding IFRS 16

- leasing debt =

Gross cash and cash equivalents

less gross ﬁnancial debt

Net cash excluding leasing debt

Net ﬁnancial debt

Net debt excluding IFRS 16

Gross ﬁnancial debt less gross cash

and cash equivalents

Net ﬁnancial debt excluding leasing debt

- ﬁnancial interest

on leasing debt =

Net ﬁnancial income

excluding IFRS 16

Net ﬁnancial income

Rounding

The following tables contain data rounded off individually. The arithmetic calculations based on rounded data may present some differences

from the aggregates or subtotals reported.

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 199

COMMENTS ON THE PERIOD

Analysis of business activities and consolidated results

4.1.1 / KEY FINANCIAL INFORMATION

The reported financial information presented below is derived

from the consolidated ﬁnancial statements for the periods ended

December 31, 2019 and 2020, prepared in accordance with IFRS

as adopted by the European Union, set forth in section 5.1 “Group

consolidated ﬁnancial statements as of December 31, 2020 and

2019” of this Universal Registration Document.

n the information on trends and targets presented in section 4.3

“Recent events and outlook” of this Universal Registration

Document.

This ﬁnancial information is prepared on the basis of reported

information concerning:

n for 2020, Fnac Darty’s audited IFRS consolidated financial

statements for the year ended December 31, 2020,

incorporating 12 months of operating activity for all Group

brands;

The ﬁnancial data presented below should be read in conjunction

with:

n the consolidated ﬁnancial statements for the periods ended

December 31, 2019 and 2020, set forth in section 5.1 “Group

consolidated ﬁnancial statements as of December 31, 2020

and 2019” of this Universal Registration Document;

n for 2019, comparative information relating to the year ended

December 31, 2019 as included in Fnac Darty’s audited

consolidated financial statements for the year ended

December 31, 2019, incorporating 10 months of operating

activity for the BilletReduc banner and 5 months of operating

activity for the Nature Découvertes banner.

n the analysis of the Group’s cash and equity presented

in section 4.2 “Group cash and equity” of this Universal

Registration Document;

Key ﬁgures from the Group income statement

▼

(€ million)

2020

2019

Change

Revenue

7,490.7

2,185.8

215.3

199.4

88.4

7,348.6

2,235.4

293.3

1.9%

(2.2%)

Gross margin

Current operating income

Operating income

(26.6%)

(24.7%)

(22.5%)

(16.9%)

264.7

Net income from continuing operations

Net income from continuing operations, Group share

(as % of revenues)

114.1

95.6

115.1

Gross margin rate

29.2%

2.9%

30.4%

4.0%

(1.2)pt

(1.1)pt

Current operating margin

Data not derived from the ﬁnancial statements

EBITDA^(a)

566.8

321.8

625.6

394.9

(9.4%)

EBITDA excluding IFRS 16^(b)

(18.5%)

(a) EBITDA is deﬁned as current operating income plus net expense for depreciation, amortization and provisions on non-current operating assets

recognized in current operating income.

(b) EBITDA excluding IFRS 16 corresponds to EBITDA restated for rents within the scope of IFRS 16.

200 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

COMMENTS ON THE PERIOD

Analysis of business activities and consolidated results

Selected segment information

▼

2019

2020

(€ million)

(as % of the total)

(€ million)

(as % of the total)

Revenue

France-Switzerland

Iberian Peninsula

Belgium and Luxembourg

TOTAL

6,228.0

653.8

83.2%

8.7%

6,030.7

722.3

82.1%

9.8%

608.9

8.1%

595.6

8.1%

7,490.7

100.0%

7,348.6

100.0%

Current operating income

France-Switzerland

Iberian Peninsula

Belgium and Luxembourg

TOTAL

193.8

8.4

90.0%

3.9%

256.7

25.0

87.5%

8.5%

13.1

215.3

6.1%

11.6

4.0%

100.0%

293.3

100.0%

Key balance sheet data for the Group

▼

(€ million)

2020

2019 restated*

Change

Non-current assets

3,963.5

1,109.4

3,185.8

1,373.4

2,280.9

884.1

4,101.8

1,189.7

2,733.4

1,398.3

2,472.8

967.0

(138.3)

(80.3)

452.4

(24.9)

(191.9)

(82.9)

465.4

17.4

of which non-current assets related to IFRS 16

Current assets

Shareholders’ equity

Non-current liabilities

of which non-current liabilities related to IFRS 16

Current liabilities

3,495.0

229.7

3,029.6

212.3

of which current liabilities related to IFRS 16

Net cash excluding IFRS 16

113.9

(17.9)

131.8

573.2

441.4

(197.3)

573.2

441.4

(65.5)

of which cash and cash equivalents

of which ﬁnancial debt excluding IFRS 16

Net ﬁnancial debt with IFRS 16

of which cash and cash equivalents

of which ﬁnancial debt excluding IFRS 16

of which ﬁnancial debt related to IFRS 16

1,568.7

1,454.8

999.9

995.5

1,013.4

1,197.2

995.5

1,568.7

1,454.8

1,113.8

1,013.4

1,179.3

Restated for the IFRIC decision on IFRS 16 of December 16, 2019.

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Key data from the Group cash ﬂow statement

▼

(€ million)

2020

2019

Change

Cash ﬂow before tax, dividends and interest

Change in working capital requirement

544.5

67.2

570.4

51.8

(25.9)

15.4

(5.6)

Net cash ﬂows from operating activities

546.2

(106.7)

(10.2)

(24.9)

(247.1)

113.9

551.8

(145.0)

(108.1)

(63.3)

(233.9)

(17.9)

Net cash ﬂows from operating investment activities

Net cash ﬂows from ﬁnancial investment activities

Net cash ﬂows from ﬁnancing activities excluding IFRS 16

Net ﬂows related to the application of IFRS 16

Net cash excluding IFRS 16

38.3

97.9

38.4

(13.2)

131.8

4.1.2 / GENERAL PRESENTATION

4.1.2.1 / Introduction

The following table provides a breakdown of the Group’s 2020 revenue by geographical region and by category of products and services.

Other product

and services

Consumer electronics

Editorial products

Domestic appliances

Total

(as %

of the

region’s

(as %

of the

region’s

(as %

(as % of

revenue

from all

regions)

of the

region’s

revenue)

of the

region’s

revenue)

(€ million)

revenue)

(€ million)

revenue)

(€ million)

France-

Switzerland

2,987.8

401.3

48.0%

61.4%

937.6

172.3

15.1%

26.4%

1,432.3

0.0

23.0%

0.0%

870.3

80.2

13.9%

12.2%

6,228.0

653.8

83.2%

8.7%

Iberian

Peninsula

Belgium and

Luxembourg

316.7

52.0%

48.1

7.9%

205.0

33.7%

39.1

6.4%

608.9

8.1%

TOTAL

3,705.8

49.5%

1,158.0

15.5%

1,637.3

21.9%

989.6

13.2%

7,490.7

100.0%

The Group manages its operations on the basis of the following

geographical segments:

Nature Découvertes and its subsidiariesare managed from

France. At the end of 2020, there were89 directly operated

Nature Découvertes stores (including 4 stores in Belgium and

1 in Luxembourg), plus a network of 7 franchises in Switzerland.

n France-Switzerland (83.2% of Group revenue in 2020, 90.0%

of Group current operating income in 2020). The France-

Switzerland region is the leading region in terms of contribution

to Group revenue, with €6,228.0 million in revenue in 2020, and

was bolstered by the acquisition of Nature Découvertes from

August 1, 2019.

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The Group’s activity in France and Switzerland at the end of

2020 was thus driven by the network of directly operated stores

(403 in France and 9 in Switzerland), the 339 stores operated

under franchise in France (including the Nature Découvertes

stores in Switzerland, and the stores in Morocco, Tunisia, Qatar,

Ivory Coast, Congo and Cameroon) and its websites, primarily

fnac.com, darty.com, fnac.ch and natureetdecouvertes.com;

“Discs and Gaming” includes discs comprising music (CDs)

and video (DVDs and Blu-Ray discs); gaming, comprising

video games (new and used) and games consoles; and

tie-in products (gadgets, t-shirts, musical instruments and

others);

n domestic appliances (21.9% of Group revenue in 2020). The

domestic appliances category generated €1,637.3 million in

revenue in 2020. It includes two sub-categories of products:

n Iberian Peninsula (8.7% of Group revenue in 2020, and

3.9% of Group current operating income in 2020). The Iberian

Peninsula region covers the Group’s operations in Spain and

Portugal and posted revenues of €653.8 million in 2020. The

Group conducts its business in the Iberian Peninsula through

networks of directly operated stores (34 in Spain and 33 in

Portugal at the end of 2020), franchisestores (4 in Spain and

1 in Portugal) and through the fnac.es and fnac.pt websites;

“Large domestic appliances” are refrigerators/freezers,

cooking equipment, dishwashers and washing machines/

dryers,

“Small domestic appliances” includes vacuumcleaners,

food processors, body care and water/air treatment

appliances;

n Belgium and Luxembourg (8.1% of Group revenue in 2020,

6.1% of Group current operating income in 2020). The Belgium

and Luxembourg region covers the Group’s activities managed

from Belgium and recorded revenue of €608.9 million in 2020.

At year-end 2020, Fnac Darty operated 84 directly owned

stores in Belgium and 1 in Luxembourg, as well as the fnac.be

and vandenborre.be websites.

n other products and services (13.2% of Group revenue

in 2020). This category includes, firstly, products in the

development phase, which generated revenue of €436.5 million,

speciﬁcally:

kitchen units,

Home Design products,

Games Toys,

Urban Mobility,

Stationery,

Product and service categories

In each geographical region where it operates, the Group analyzes

its sales by category of products and services. This analysis is

divided into four main segments:

n consumer electronics (49.5% of Group revenue in 2020).

The consumer electronics category generated revenue of

€3,705.8 million in 2020. It includes two sub-categories of

products:

Wellbeing,

and secondly, “services” and “other income” items, both of

which generated €553.1 million in revenue in 2020 and include

the following items:

“Microcomputing” represents sales of the following

products: desktop computers, laptops, tablets, software,

printers, e-readers, telephones and office products and

accessories, as well as all connected products,

services related to goods sold, such as the sale of warranty

extensions, repair-related subscription sales, product

insurance sales, after-sales service and deliveries and

installations,

“Retail Electronics” includes sales of the following products:

cameras and photography accessories, televisions and

video accessories such as DVD players, Blu-Ray players

and other accessories (home cinema), and audioitems and

accessories (MP3 players, headphones, docking stations

and related accessories);

rental services for consumer electronics and delivery

services,

ticketing and gift boxes,

sales of membership cards for the Group’s loyalty program,

invoicing of shipping costs to online customers,

n editorial products (15.5% of Group revenue in 2020).

The editorial products category generated revenue of

€1,158.0 million in 2020. It includes two sub-categories of

products:

commissions received through Marketplace, and

partnerships with suppliers, and

“Books” covers hard copy and digital books,

royalties from stores operated under franchise.

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Number of stores as of December 31, 2020

The following table shows the growth in the number of stores over the period:

2020

2019

Owned

Franchise

Total

Owned

Franchise

Total

Number of stores

France-Switzerland

Iberian Peninsula

Belgium and Luxembourg

TOTAL

412

339

751

411

315

726

564

344

908

560

320

880

The Group opened 9 directly owned stores and 27 stores under

franchise in 2020. At the same time, the Group closed 5 directly

owned stores and 3 franchise stores. The Nature Découvertes

store network includes 89 directly owned stores and 7 franchises.

The number of Group loyalty program members rose by 7.2% to

a total of 9.9 million at the end of 2020.

Seasonality

The ﬁnancial results of directly owned stores are fully consolidated

in the Group’s financial statements. The Group analyzes the

change in its revenue over a given period on a basis which

includes all stores, as well as on a same-store basis, i.e. the

revenue generated by stores that, as of January 1 of year N, were

in operation for the full 12 months of year N-1.

The Group’s business is highly seasonal and is characterized by

a substantial increase in store trafﬁc and website trafﬁc towards

the end of the year, from Black Friday in late November to the

Christmas and New Year holidays (see section 6.4 “Financial

risks” of this Universal Registration Document). In 2020, the Group

generated 37.1% of its consolidated revenue for the year during

the fourth quarter, a slight increase compared to 2019.

In regards to stores operated under franchise, the goods sold to

franchised stores are recognized under Group product revenue,

while franchise fees on revenue generated by the franchises

through business with their customers are recognized under Group

services revenue.

Fluctuations in foreign exchange rates

The impact of ﬂuctuations in foreign exchangerates is limited and

primarily consists of the impact of exchange rate ﬂuctuations on

the income statements resulting from the translation of the local-

currency results of the Group’s subsidiaries in Switzerland into

euros.

Unless otherwise indicated, all ﬁnancial data in this chapter include

the full scope of consolidation and are presented on a current

exchange rate basis.

In 2020, the Group recorded growth of 1.9% in reported revenue.

At a constant exchange rate, the change in revenue is also 1.9%.

Trafﬁc, average checkout value, checkout

transactions and number of loyalty program

members

The foreign exchange risk incurred on purchases made by the

Group is relatively low as the Group’s subsidiaries makethe vast

bulk of their sales and generate the vast bulk of their costs in the

local currency, i.e. primarily in euros.

The Group’s revenue is a function of the number of checkout

transactions and average checkout values. Checkout transactions

depend on customer trafﬁc (visits to a store or website) and the

sales conversion rate.

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The net income, Group share from continuing operations

was €96 million in 2020 compared to €115 million in 2019. The

limited decline primarily represents the reduction in non-current

items, ﬁnancial expenses and the tax liability compared with 2019.

4.1.2.2 / Signiﬁcant events during the period

Growth in 2020 revenue in the context

of an unprecedented health crisis

Fnac Darty continued to generate a strong free cash ﬂow from

operations ⁽³⁾amounting to €192 million in 2020, up €19 million

compared to 2019.

Fnac Darty’s revenue for 2020 was €7,491 million, up 0.6%

on a like-for-like basis ⁽¹⁾. This performance was achieved in the

context of an unprecedented health crisis marked, in particular,

by two lockdown periods. During the ﬁrst lockdown (March 15

– May 10, 2020), almost all the Group’s stores were closed and

online sales increased sharply thanks to the agility and potential of

the Group’s centralized logistics and delivery capabilities. During

the second lockdown (October 29 – November 28, 2020), online

and clickcollect sales were available for all products, easing the

impact of the closure on departments deemed non-essential in

stores. Over the year as a whole, the solid growth in online sales

of more than 55%, driven primarily by the gain of over 5 million

new active online customers and the capability of the omnichannel

model, more than offset the decline in footfall in stores.

A group committed to and recognized

for corporate social responsibility

In the context of the unprecedented Covid-19 health crisis, the

Group’s priority was to guarantee the health and safety of the

employees and customers by implementing the best protection

measures, ahead of legal obligations. Good management of

this crisis was therefore based on the adoption of collective and

organized measures, which was possible thanks to the quality of

social dialogue within the Group to ensure business continuity.

All the measures taken by the Group, which helped to contain

the number of infections, were praised by the customers of

the banners, but also by the different administrations whose

control inspections were all conclusive. Fnac Darty was able

to demonstrate its agility and capacity for rapid adaptation in a

changing environment to meet the consumers’ urgent need to be

equipped for working and learning from home.

Additional revenue related to the consolidation of Nature

Découvertes⁽²⁾over a full year amounted to €83 million in 2020.

The gross margin rate reached 29.2% in 2020, down 120 basis

points compared with 2019, primarily because of an unfavorable

product mix effect of 80 basis points due to a drop in footfall

in-store, particularly penalizing editorial products that are very

sensitive to impulse purchases, and a sharp increase in sales of

consumer electronics. Ticketing sales fell sharply, impacting the

gross margin rate by -45 basis points for the year. Finally, the

consolidation of Nature Découvertes over a full year offset the

decline in other retail services impacted by drop in footfall in stores.

Despite the atypical context that prevailed in 2020, the Group

pursued its initiatives to become a major player in the circular

economy, and a promoter for extending the life span of the

products. Fnac Darty therefore continued the roll-out of its new

repair subscription service, Darty Max, launched in October 2019,

and designed to extend the life span of large household

appliances. This service represents a continuation of the Group’s

longstanding commitment to responsible consumption. At the

end of 2020, around 200,000 customers had subscribed to this

service, and several thousand appliances had been repairedeach

month thanks to Darty Max, representing tens of tons of waste

prevented.

Current operating income stood at €215 millionin 2020, down

€78 million year-on-year. After an operating loss recorded in the

ﬁrst half, primarily tied to the health crisis, good control of operating

costs and the full effect of the readjustment plans helped Fnac

Darty maintain an operating margin in the second half of 2020

that was stable compared with the second half of 2019. The

consolidation of Nature Découvertes over a full year in 2020

had a negative impact of €16 million on 2020 current operating

income due to the normal seasonal activity of the brand.

The Group also continued its efforts in supporting its customers in

moving towards an educated choice and sustainable consumption

(1) Like-for-like data: excludes the effect of changes in foreign exchange rates and scope of consolidation, and store openings and closures.

(2) Nature Découvertes has been consolidated since August 1, 2019.

(3) Excluding IFRS 16. Indicator deﬁned in the 2019 Universal Registration Document ﬁled with the AMF on April 20, 2020.

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with the launch of the third edition of the “after-sales service

barometer” in September 2020. The initiative is designed to give

the public better information about the life span of 63 product

families from the universe of appliances and multimedia, compared

with 15 the previous year. This new edition, available to all our

customers on our websites and in stores, now features an easily

identiﬁable sustainability score, aggregating both reliability and

repairability criteria, an innovation that lets consumers compare

all product categories against one another and make comparisons

between brands. The Group also used this sustainability score to

expand the selection of products referenced by the “sustainable

choice by Darty” label, which now covers 152 products, 83 large

domestic appliances and 69 small domestic appliances. This

innovation, implemented in all Darty stores, is based on two criteria:

availability of spare parts for at least 10 yearsand the product’s low

breakdown rate within its price category. The Darty Occasion offer

has been extended to include Cold-category household products,

including refrigerators and freezers, in order to give a second life

to all types of electronic and household products offered and to

strengthen the Group’s position in this growing market.

Fnac Darty first had to deal with a supply crisis related to

production delays generated by turbulence in the industrial bases

in China following the arrival of the epidemic on Chinese territory at

the beginning of the year. The Group had to adapt its merchandise

purchasing policy to deal with production delays and develop a

tactical purchasing plan for categories of key products in close

collaboration with its suppliers.

Starting in March, the pandemic spread across Europe, leading to

the implementation of lockdown measures by all governments in

the countries in which Fnac Darty does business. These measures

led to the closure of almost all the Group’s stores, representing

80% of the Group’s normal revenue, from March 15 through

May 10, resulting in a total shutdown of in-store sales. Backed

by the centralized organization of its logistics platforms and the

strength of its digital platforms, the Group was able to quickly

adapt its model and meet the very high demand thanks to the

unfailing commitment of its teamsand the rapid reassignment of

resources to digital capacities and service activities. The Group

was also able to rely on its partnership ecosystem of delivery

providers and its in-house delivery capabilities, meaning it could

guarantee delivery times in line with the highest market standards.

All these initiatives in societal and environmental responsibility

were recognized by the extra-ﬁnancial ratings agencies in 2020.

As a result, Fnac Darty earned a score of 48/100 from Vigeo Eiris

this year, up 4 points from 2019, and conﬁrmed its positioning

in the “Outperformer” classification from Sustainalytics with a

score of 68/100, along with its AA rating from MSCI. Finally, the

Carbon Disclosure Project (CDP), the international benchmark in

environmental transparency for businesses, gave Fnac Darty a

rating of C, in line with the average for the sector.

At the same time, another Fnac Darty priority was to protect

the Group’s profitability and liquidity. Short-time working was

introduced for 80% of its workforce following the closure of the

store network during the ﬁrst lockdown. The Group has adjusted

its rent payments, postponed the payment of taxes and social

security charges, and put in place merchandise-purchasing

and inventory target policies. The Group also negotiated longer

payment terms with its suppliers in accordance with the Frenchlaw

on economic modernization (known as the “LME”). The investment

plan was revised downward while maintaining its priority projects.

Finally, Fnac Darty was one of the ﬁrst issuers in France to receive

a €500 million state-guaranteed loan in April.

In addition, Fnac Darty ensures that these challenges are fully

incorporated into the Group’s strategy, and adopts a decentralized

approach to CSR by involving all the business lines daily through

the nomination of a CSR referee, the creation of roadmaps with

the deﬁnition of objectives speciﬁc to each department of the

Group, and regular monitoring of those objectives. Finally, Fnac

Darty has continued to strengthen the integration of CSR criteria

in the variable compensation of all Group managers in addition

to an increase in the weight of these criteria for members of the

Executive Committee.

At the end of the ﬁrst lockdown required by governments, the

Group began to progressively reopen its stores. Almost all stores in

France, Switzerland and Belgium re-opened the week of May 11,

while stores in Portugal re-opened on May 15. In Spain, stores

reopened very gradually throughout the month with the last of

them opening at the end of the ﬁrst week in June. In line with its

commitment to ensure the health and safety of its employees,

partners and customers, Fnac Darty implemented all necessary

health measures to ensure the successful reopening of its stores,

which was permitted thanks to the advance preparation of

employees and their unfailing commitment.

Fnac Darty’s unique and highly agile

omnichannel model and solid business

execution

The year 2020 was marked by the Covid-19 crisis and its spread

around the world overwhelmed all business sectors, including

retail. While guaranteeing the health and safety of its employees

and customers, Fnac Darty demonstrated its capacity for rapid

adaptation and its operational agility in order to continue its

service, delivery and after-sale service activities.

The Group’s quality relationship with its suppliers and the solid

commercial capacity of its teams allowed it to obtain a good level

of product availability throughout the year and to meet the high

demand in categories of products related to telecommuting, at-

home learning, gaming and home equipment.

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Faced with the increased spread of the virus in October 2020, new

lockdown measures were implemented in France from October 29

to November 28, resulting in the closure of departments with

product categories deemed non-essential by the Government

(editorial products including books, large appliances, games

toys). All Fnac and Darty stores remained open in France during

this period for the sale of consumer electronics, small household

appliances and urban mobility, which accounted for more than

60% of normal product sales. For the other categories, online

and clickcollect sales, which were permitted during this second

lockdown, recorded high demand. Once again, Fnac Darty had

to demonstrate a high level of adaptability by reorganizing its

stores and implementing a large number of initiatives to promote

clickcollect as much as possible during a crucial period of major

sales appointments for the Group. The Group’s leading position in

France, combined with the quality of its relations with its suppliers

and its solid business execution allowed Fnac Darty to outperform

in sales during the end of year period, Black Friday and Christmas.

sales during the year, in a context of very strong growth in the

weight of e-commerce. The momentum of clickcollect remained

very steady, particularly during Q4 when order processing via

clickcollect rose by 40% compared to Q4 2019.

The Group continued to expand its store network at a slower rate

than in the past, with 36 stores opening in 2020, including 27

under franchise. The Group opened 9 directly owned, 3 Fnac,

4 Darty and 2 Nature Découvertes stores. Fnac opened

13 stores during the year: 10 in France, 1 in Portugal, 1 in Spain

and 1 in Belgium. Darty opened 21 stores in France. At year-

end 2020, Fnac Darty had a network of 908 stores, including

344 franchises. The expansion dynamic will continue in 2021, at a

slower rate than previously, primarily in the franchise format.

At the same time, in November 2020, Fnac Switzerland and

Manor launched a test phase lasting several months for the

rollout of 4 shop-in-shops in Switzerland. If this test phase proves

conclusive, it will allow the Group to signiﬁcantly strengthen its

presence in Switzerland.

The Group thus demonstrated the complementary of its stores and

its digital platforms, and the relevance of its omnichannel model in

an unprecedented health crisis. The strong appeal of the Fnac and

Darty brands, combined with highly agile operations and business

execution, allowed the Group to record growth of more than

55% in its e-commerce platforms over the year, with more than

5 million new active online customers identiﬁed during the period.

In addition, there was continued strong momentum in winning new

members this year, driven in particular by the revamping of the

loyalty program. This featured the launch of the new Fnac+ card

designed to support the digitalization of customers’ purchasing

behavior and offer them an enhanced cross-banner experience.

The card offers a number of promotional offers common to

the Fnac and Darty banners: free and unlimited delivery in one

business day, a common pool for accumulating loyalty points that

can be converted into purchase vouchers for use through both

banners, online and in-store. As a result, more than 1.3 new Fnac+

members signed up during the year, bringing the total number

of Fnac+ members to nearly 2.2 million at year-end 2020. Fnac

Darty boasted a membership base of nearly 10 million members,

including 7 million in France at the end of December 2020.

Finalization of the sale of BCC

in the Netherlands to Mirage Retail Group

Following the announcement in January 2020 that it was searching

for a partner to pull out of the Netherlands, in November 2020 the

Group ﬁnalized the disposal of 100% of its Dutch subsidiaryBCC,

a specialist in electronics and large appliances in the Netherlands,

in accordance with the terms communicated on September 28,

2020 and after obtaining the necessary authorizations from

the relevant regulatory authorities and work councils. Mirage

Retail Group has real experience in retail in the Netherlands

and specializes in turnaround strategies, combining its in-depth

knowledge and experience in retail, real estate and logistics to

drive forward-looking brands with high proﬁt potential. Fnac Darty

is convinced that the transaction will enable BCC to beneﬁt from

the right support to successfully perform on its market.

The Group’s 2020 and 2019 ﬁnancial statements show the Dutch

branch under discontinued operations pursuant to IFRS 5.

In 2020, e-commerce represented 29% of the Group’s revenue,

versus 19% one year earlier. The Group has also seen an

acceleration in mobile devices, which account for more than

64% of the traffic on its sites, an increase since the previous

year. Marketplaces also posted very strong double-digit growth.

Omnichannel, which was impacted by the closure of all or some of

the stores and limits on in-store trafﬁc, accounted for 42%of online

Continuation of initiatives to innovate

and diversify the Fnac Darty offer

In 2020, despite the difﬁculties encountered in an unprecedented

crisis, Fnac Darty pursued its initiatives in terms of innovation and

customer experience by expanding the diversiﬁcation of its product

portfolio.

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WeFix

Darty Kitchen

The integration of WeFix continued in 2020, despite the difﬁcult

operating conditions imposed by the two successive lockdowns,

with the opening of 21 new points of sale, bringing the total

number of points of sale to 117 at the end of December. Note

that the repair activities and the sale of reconditioned products

and accessories increased in a context in which in-store footfall

was impacted by the current crisis. In addition, the Group rolled

out the X-Force screen protection solution, named product of the

year for 2021⁽¹⁾, in 197 Fnac and Darty stores.

The rollout of the Darty Kitchen offer continued in 2020 with the

opening of 16 new sales areas, including 8 new stores exclusively

dedicated to this offer. As a result, at the end of December 2020,

the Group had more than 165 Kitchen sales outlets, including

19 dedicated stores.

Other product diversiﬁcations

Finally, Fnac Darty continued to diversify its product offer,

permitting the redistribution of the sales area in stores to new fast

growing product categories, driven particularly by the Games

Toys, Home Design and Urban Mobility segments. Building on

its leading position in France in the scooter segment since 2019,

the Group expanded its high-end product line to new categories.

Fnac Darty thus signed an exclusive distribution agreement with

the Xiaomi brand to sell its folding electric bike, and with Angell

Bike to distribute its electric power-assisted bicycles. Fnac Darty

also signed a new partnership with Citroën for exclusive marketing

of AMI, the car manufacturer’s fully electric mobility solution, in

39 Group stores. Finally, and more recently, Fnac Darty added to

its innovative offer by entering into a partnership with Red Electric

for the distribution of the new Model E scooter, 100% electric

and 100% French, in 30 Group stores. In addition, Fnac Darty

expanded its service offer by partnering with Cycloﬁx, the French

leader in micromobility maintenance to propose to consumers a

complete mobility ecosystem, offering an immediate repair service

for electric scooters and bikes in Fnac and Darty retail stores.

This partnership is fully aligned with the Group’s commitment to

extending the lifespan of its products.

Nature Découvertes

Nature Découvertes recorded a decrease in its sales in 2020

due to the drop in in-store sales impacted by the closure of its

entire store network during the two lockdowns, and despite the

strong growth of more than 100% in itsonline sales. This strong

momentum in online sales was driven by the Children’s Equipment,

Well-Being and Nature Activity categories. The 3 Nature

Découvertes stores in Germany were closed in 2020, in order to

reposition the brand in its key markets. The retailer’s ﬁrst location

in Spain has been a success, and the Group intends to continue

the expansion of Nature Découvertes by building on its existing

operational capabilities.

Services

Services were signiﬁcantly impacted in 2020 by a high comparison

base effect until April, related to the change of multimedia

insurance service provider in April 2019, the closure of integrated

and franchise stores during the ﬁrst lockdown, the limits on in-

store trafﬁc and the suspension of ticket sales as a result of the

government measures imposed on the entertainment industry.

At the same time, the Darty Max service was highly successful

with French consumers. Despite the context that made it difﬁcult

to attract new customers, particularly during the ﬁrst lockdown,

around 200,000 customers have already signed up for this

unlimited subscription repair service, which covers all large

appliances for €9.99 a month. Offered since its launch in all Darty

stores in France, consumers have been able to subscribe to this

service online and by telephone since September.

(1) Study and test conducted on X-Force Antibacterial by Nielsen/treetz with a total of more than 15,000 consumers in France, end of 2020 –

poyfrance.com.

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4.1.3 / COMPARISON OF THE GROUP’S ANNUAL RESULTS

FOR 2019 AND 2020

The table below shows the Group’s consolidated income statement for the periods ended December 31, 2019 and December 31, 2020,

in millions of euros and as a percentage of consolidated revenue for the periods in question.

2020

2019

(as %

of revenue)

(as %

of revenue)

(€ million)

Change

Revenue

7,490.7

2,185.8

(1,055.1)

(915.5)

0.1

100.0%

29.2%

(14.1%)

(12.2%)

0.0%

7,348.6

2,235.4

(1,096.0)

(847.9)

1.8

100.0%

30.4%

(14.9%)

(11.5%)

0.0%

1.9%

(2.2%)

Gross margin

Personnel expenses

3.7%

Other current operating income and expense

Share of proﬁt from equity associates

Current operating income

Other non-current operating income and expense

Operating income

(8.0%)

(94.3%)

(26.6%)

44.4%

215.3

(15.9)

199.4

(51.4)

(59.6)

88.4

2.9%

293.3

(28.6)

264.7

(79.1)

(71.5)

114.1

115.1

(1.0)

4.0%

(0.2%)

2.7%

(0.4%)

3.6%

(24.7%)

35.0%

(Net) ﬁnancial expense

(0.7%)

(0.8%)

1.2%

(1.1%)

(1.0%)

1.6%

Income tax

16.6%

Net income from continuing operations

Group share

(22.5%)

(16.9%)

(620.0%)

(825.5%)

(105.8%)

(98.9%)

(620.0%)

95.6

1.3%

1.6%

share attributable to non-controlling interests

Net income from discontinued operations

Consolidated net income

Group share

(7.2)

(0.1%)

(1.3%)

(0.1%)

0.0%

(94.4)

(6.0)

(10.2)

103.9

104.9

(1.0)

(0.1%)

1.4%

1.2

1.4%

share attributable to non-controlling interests

(7.2)

(0.1%)

0.0%

2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY 209

COMMENTS ON THE PERIOD

Analysis of business activities and consolidated results

An analysis of the distribution of revenues among the Group’s

principal countries shows a mature market in France-Switzerland

and in Belgium and Luxembourg. In 2020, all the countries in

which the Group operates suffered from the health crisis and

related restrictions. However, the impact on the Iberian Peninsula

was signiﬁcantly higher in 2020, with greater restrictions linked to

the health crisis and a weaker macroeconomic environment.

4.1.3.1 / Revenues

The Group recorded an increase in its revenue in 2020: 1.9% in

the reported data.

The impact of foreign exchange rates on revenue was

negligible. On a same-store basis and at a comparable scope

of consolidation, theGroup’s revenue was up by 0.6% in 2020

against the backdrop of an unprecedented health crisis.

The table below provides a breakdown of revenue for the

periods ended December 31, 2019 and December 31, 2020 by

geographical region.

2020

2019

Change at

constant

foreign

Change at

constant

exchange

rates,

foreign comparable

exchange

rates and consolidation

scope of

Change

Change at

at current comparable comparable

exchange scope of

rate consolidation consolidation

and on a

scope of same-store

(as %

of the total)

(as %

of the total)

(€ million)

basis

France-Switzerland

Iberian Peninsula

6,228.0

653.8

83.2%

8.7%

6,030.7

722.3

82.1%

9.8%

3.3%

2.3%

2.2%

1.9%

(9.5%)

(11.1%)

Belgium and

Luxembourg

608.9

8.1%

595.6

8.1%

2.2%

1.4%

TOTAL

7,490.7

100.0%

7,348.6

100.0%

1.9%

1.1%

1.0%

0.6%

2020

2019 *

Change at

constant

foreign

Change at

constant

exchange

rates,

foreign comparable

exchange

rates and consolidation

scope of

Change

Change at

at current comparable comparable

and on a

exchange

scope of

scope of same-store

(as %

of the total)

(as %

of the total)

(€ million)

rate consolidation consolidation

basis

Consumer electronics

Editorial products

3,705.8

1,158.0

1,637.3

49.5%

15.5%

21.9%

3,601.3

1,225.4

1,555.0

49.0%

16.7%

21.2%

2.9%

(5.5%)

5.3%

2.9%

(6.1%)

5.3%

2.8%

(6.3%)

5.3%

2.2%

(6.8%)

5.2%

Domestic appliances

Other product

and services

989.6

13.2%

966.9

13.2%

2.3%

(3.7%)

(3.8%)

(4.3%)

TOTAL

7,490.7

100.0%

7,348.6

100.0%

1.9%

1.1%

1.0%

0.6%

2019 pro forma following the creation of the Urban Mobility section in 2020.

210 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

COMMENTS ON THE PERIOD

Analysis of business activities and consolidated results

The change in revenue from consumer electronics resulted in

particular from the increase in sales of IT products (related in

particular to remote working) and the Television segment, partially

offset by the decline in the Photography market, which has been

impacted by increased competition from smartphones. Revenue

from editorial products, which are highly sensitive to impulse

purchasing, was down compared to the previous year. The Books,

Audio and Video segments were hit by the decrease in store trafﬁc.

Gaming was up, beneﬁting from more positive news in 2020 with

the release of new consoles.

footfall in-store, particularly penalizing editorial products that are

very sensitive to impulse purchases, and a sharp increase in sales

of consumer electronics. Ticketing sales were down and impacted

the gross margin rate by 45 basis points for the year. Finally, the

consolidation of Nature Découvertes offset the decline in other

merchant services due to lower in-store trafﬁc.

4.1.3.3 / Personnel expenses

Personnel expenses amounted to €1,055.1 million (14.1% of

revenue) for 2020, compared with €1,096.0 million (14.9% of

revenue) for 2019, i.e. a personnel expenses/revenue ratio in line

with store closures and the use of short-time working measures

for store and head ofﬁce employees in relation to thehealth crisis.

The increase in revenue from domestic appliances was driven

by strong momentum in Large domestic appliances and Small

domestic appliances.

The growth in revenue from other products and services beneﬁted

from the development of the Home Design, Wellbeing and

Games Toy sectors, offset by the downturn in services, which

were impacted by store closures and a sharp decline in trafﬁc.

4.1.3.4 / Other current operating income

and expense

Online activities, beneﬁting from a particularly strong transferred

sales effect during lockdowns, now account for 29.2% of Group

sales (an increase of 10.4 points compared to 2019).

Other current operating income and expense totaled €915.5 million

(12.2% of revenue) for 2020, compared to €847.9 million (11.5% of

revenue) for 2019, a 0.7-point deterioration in the return on sales,

mainly due to the full-year consolidation of Nature Découvertes,

as well as the increase in logistics costs in line with the increase

in online sales.

4.1.3.2 / Gross margin and gross margin rate

The Group’s gross margin came to €2,185.8 million for 2020,

down from the total of €2,235.4 million in 2019.

4.1.3.5 / Current operating income

This resulted in a proﬁt margin of 29.2% in 2020, compared to

30.4% in 2019.

Current operating income amounted to €215.3 million for 2020,

compared with €293.3 million in 2019, a decrease of 26.6%.

The gross margin rate in 2020 was down by around 120 basis

points compared with 2019, primarily because of an unfavorable

product mix effect of around 80 basis points due to a drop in

The current operating margin was 2.9% in 2020 compared with

4.0% in 2019.

2020

2019

(as %

of the total)

(as %

of the total)

(€ million)

France-Switzerland

193.8

8.4

90.0%

3.9%

256.7

25.0

87.5%

8.5%

Iberian Peninsula

Belgium and Luxembourg

CURRENT OPERATING INCOME

13.1

215.3

6.1%

11.6

4.0%

100.0%

293.3

100.0%

212 2020 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

COMMENTS ON THE PERIOD

Analysis of business activities and consolidated results

4.1.3.6 / EBITDA

The following table shows the trend in EBITDA over the period.

2020

2019

(as %

of revenue)

(as %

of revenue)

(€ million)

Change

Current operating income

Net depreciation, amortization and provisions^(a)

EBITDA

215.3

2.9%

4.7%

7.6%

3.3%

4.3%

293.3

332.3

625.6

230.7

394.9

4.0%

4.5%

8.5%

3.1%

5.4%

(26.6%)

5.8%

351.5

566.8

245.0

321.8

(9.4%)

6.2%

IFRS 16 impact on EBITDA

EBITDA EXCLUDING IFRS 16

(18.5%)

(a) Net depreciation, amortization and provisions correspond to net allocations for depreciation and amortization and provisions on non-current

operational assets recognized as current operating income.

In addition to the results published, the Group presents the

4.1.3.7 / Other non-current operating income