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CONTENTS

AFR

PRESENTATION OF THE GROUP

FINANCIAL STATEMENTS

275

NFPD

1.1 / Business Model

1.2 / History

1.3 / Solid results for 2021

1.4 / Fnac Darty markets and offering

1.5 / Group strategy and objectives

1.6 / Innovation, brands, research and development

1.7 / Store network and proprietary real estate

1.8 / Regulatory environment and changes

5.1 / Group consolidated ﬁnancial statements

as of December 31, 2021 and 2020

5.2 / Notes to the consolidated ﬁnancial statements

for the year ended December 31, 2021

5.3 / Parent company ﬁnancial statements

as of December 31, 2021 and 2020

5.4 / Notes to the parent company ﬁnancial statements

for the year ended December 31, 2021

276

282

362

365

5.5 / Material change in ﬁnancial or commercial positions 380

5.6 / Auditors’ Report on the consolidated

ﬁnancial statements

5.7 / Auditors’ Report on the annual ﬁnancial statements

381

387

CORPORATE SOCIAL

AFR NFPD

RESPONSIBILITY

Governance and CSR strategy

RISK FACTORS

AND MANAGEMENT

2.1 / Develop our most valuable asset: people

2.2 / Promote sustainable consumption

and an educated choice

AFR NFPD

393

6.1 / Risks related to changes in the economic model

396

403

405

407

2.3 / Contribute to the economic,

6.2 / Security risks

6.3 / Regulatory risks

6.4 / Financial risks

6.5 / Risk management associated

with the Covid-19 health crisis

6.6 / Insurance

social and cultural development of regions

2.4 / Reduce impacts on the climate

2.5 / Acting ethically throughout our value chain

2.6 / Summary table of non-ﬁnancial indicators

2.7 / Methodology note

2.8 / Independent Third-Party Report by one

of the Statutory Auditors on the Consolidated

Non-ﬁnancial Performance Declaration

105

130

151

157

410

411

413

6.7 / Risk management

162

INFORMATION ON THE COMPANY,

AFR

CAPITAL AND SHAREHOLDERS

423

CORPORATE GOVERNANCE

167

168

7.1 / The Company

7.2 / Share capital

7.3 / Shareholders

7.4 / Stock market information

7.5 / Dividend distribution policy

7.6 / Dialogue with shareholders and investors

7.7 / Organization of the Group

7.8 / Related-party transactions

7.9 / Major contracts

424

427

444

447

449

450

451

454

455

AFR

3.1 / Organization of governance

3.2 / Operation of administrative

AFR

and management bodies

193

210

237

3.3 / Compensation and beneﬁts for administrative

and executive bodies

3.4 / Proﬁt-sharing, collective incentive plans

and long-term incentive plans

3.5 / Factors that could have an impact

during a public offering period

3.6 / Other information

239

3.7 / Special Auditors’ Report

on Related-Party Agreements

240

ADDITIONAL INFORMATION

457

458

459

AFR

8.1 / Persons responsible

8.2 / Statutory Auditors

8.3 / Statutory Auditors’ fees

8.4 / Information from third parties,

AFR

COMMENTS ON THE PERIOD

241

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

459

460

462

463

4.1 / Analysis of business activities

and consolidated results

4.2 / Group cash and equity

4.3 / Recent events and outlook

242

264

273

AFR

8.8 / Cross-reference tables

8.9 / Glossary of alternative performance indicators

and current terms

8.10 / Index

472

474

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

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2021 UNIVERSAL REGISTRATION

DOCUMENT

including the Annual Financial Repor

All our publications can be found 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 17, 2022, 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.

The Annual Financial Report is a translation into English of the ofﬁcial version in French of the Annual Financial Report, which was prepared in XHTML format

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

This is a translation into English of the (Universal) Registration Document of the Company issued in French and it is available on the website of the Issuer.

2021 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

11/04/2022 - URD 2021 Fnac Darty - EN - V2 - CL

Message from the

Chief Executive Ofﬁcer

Enrique MARTINEZ,

Chief Executive Ofﬁcer of Fnac Darty

reﬂected in the publication of the fourth edition of our “After-Sales

Service Barometer”, with 77 product families studied and analyzed

by Fnac Darty teams this year. Accessible to the general public,

this barometer aggregates more and more data on the products

that we repair, to inform the debate on the issue of sustainability

and to provide all the information that our customers need prior

to purchasing.

Furthermore, we have launched our new recommendation website,

“L’Éclaireur Fnac”, which introduces a new way of looking at

and understanding current developments in the cultural and

technological spheres and the societal challenges they present, to

guide internet users towards an educated choice and sustainable

consumption. The quality of this new website is based on our

strengths, namely the expertise and know-how of our teams, who

now have a dedicated channel through which they can share this

with as many people as possible.

The year 2021, still marked by the effects of an unprecedented

health crisis, saw Fnac Darty consolidate its position as European

leader in omnichannel retail and prepare for the future with the

launch of Everyday, our strategic plan. Built around service, advice

and sustainability, this plan embodies a real turning point for our

Group and, by 2025, should enable us to become a key ally to

consumers, helping them to be sustainable in their consumption

habits and daily household tasks. Everyday is a paradigm shift

and takes account of the disruptions and innovations that are

impacting consumer society, with the increasing power of digital

habits and practices on the part of consumers, their increasingly

acute awareness of environmental and social challenges, and

their increased need for human advice. It is a global response to

our customers’ expectations and illustrates our ability to project

ourselves into a future world where commerce will no longer be

quite as we have previously known it.

On a different note, for Fnac Darty, 2021 was also a year

synonymous with our continued international expansion. In fact,

we launched our ﬁrst Fnac store in Senegal and our ﬁrst Nature

& Découvertes store in Portugal, taking the number of countries

in which we are present up to 13. However, we also continued to

develop strategic partnerships with players such as Manor, the

largest department store chain in Switzerland, with which we plan

to roll out 27 Fnac shop-in-shops by the ﬁrst half of 2022.

From 2021, we have therefore accelerated the implementation

of the ﬁrst stages of Everyday. We have developed a new chat

and videoconferencing service that enables you to receive quality

advice from our specialist in-store salespeople in your own home,

so that you can enjoy a more human and personalized shopping

experience. It reﬂects our commitment to offering an alternative

to an entirely digitalized and dehumanized e-commerce model.

Our initiatives with regard to social and environmental

responsibilities were also welcomed by Moody’s ESG Solutions

and the CDP. The profound transformation of our business

model, which earmarks our CSR approach as a fundamental

pillar of Everyday, is already a reality for our French customers.

Our involvement in promoting the attractiveness of our territories

and our human resources policy, which is ﬁrmly focused on the

preservation of local, non-relocatable jobs, are clear examples of

this.

We have also extended Darty Max, our iconic unlimited

subscription repair service, to all household products, thereby

consolidating our leading position in home assistance services

and once again conﬁrming our commitment to extending product

life span.

Lastly, I wanted to give culture a central place throughout this

year. Our in-store events starting in May are there to demonstrate

this. With our cultural events presented in unprecedented hybrid

formats, such as Salon Fnac Livres and the Fnac Live concerts,

we have been there for the people who love Fnac for its ability to

bring culture to life in all its forms. Nor must we forget our ongoing

commitment to industry recognition, with the organization of the

Goncourt des Lycéens award and the BD Fnac France Inter prize

as stand-out examples of this.

Our commitment to product sustainability is also part of the

support we provide to help customers and consumers adopt

sustainable behaviors. In 2021, this approach was embodied

in particular through the development and structuring of our

reconditioned product offering. While the French are increasingly

consumers of second-life products, our investment in this growing

market allows us to align our retailer activities with our impact on

the environmental transition.

In this difficult and testing time for us all, Fnac Darty stayed

on course and continued with its roadmap in preparation for

the commerce of the future. Here, I would like to thank our

25,000 employees for their day-to-day commitment to serving

our customers and for shaping our Company project.

In the same spirit of raising customer awareness and increased

education, we have continued to roll out other ﬂagship initiatives

aimed at extending product life span and providing our customers

with more information about the products we sell. This has been

2021 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

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Fnac Darty at a glance in ﬁgures

2021 consolidated revenue: €8,043 million

Presence in 13 countries

Breakdown of 2021 revenue by:

GEOGRAPHICAL REGION

PRODUCT AND SERVICES OFFERING

Other products

Editorial

and services

products

13%

BELGIUM-

LUXEMBOURG

16%

of revenues 2021

FRANCE-

SWITZERLAND

83%

of revenues 2021

IBERIAN

PENINSULA

Domestic

Consumer

electronics

49%

appliances

22%

of revenues 2021

AND OTHER REGIONS:

Ivory Coast, Morocco, Tunisia, Congo, Cameroon, Senegal,

Qatar and Overseas France

STRATEGIC PLAN

EVERYDAY

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:

2.1 million products repaired in 2021;

3 clear ambitions by 2025:

52,000 metric tons of WEEE collected in 2021;

n embodying new standards for successful digital and human

-14% of CO₂emissions related to transportation and energy

consumption of the sites compared to revenue in 2021

vs 2019.

omnichannel retail in the future;

n helping consumers adopt sustainable behaviors;

n becoming the leader in subscription home assistance

services.

n Social:

94% of employees received training in 2021;

27% of women in leadership positions in 2021;

➞ The generation of cumulative recurring free cash-flow from

operations of €500 million between 2021 and 2023 and

> €240 million from 2025.

gender equality index of 88/100 at Group level in 2021.

n Governance:

50% of women on the Board ⁽¹⁾and an independence rate

➞ A regular return for shareholders with a > 30% payout ratio in

of 79% in 2021;

the medium term.

98% attendance rate for Board members in 2021;

enhanced CSR governance with the creation of a

Sustainability Committee and a Circular Economy Committee.

(1) Excluding employee Directors; 43% of all Directors are women.

2021 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

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Presentation of the Group

1.1

Business Model

1.5

Group strategy and objectives

1.1.1 / Company Proﬁle

1.5.1 / Embodying new standards for successful digital

and human omnichannel retail in the future

1.1.2 / A business model that creates sustainable

value for our stakeholders

1.5.2 / Helping consumers adopt sustainable practices

1.1.3 / Strategic challenges as sources of opportunity

aligned with sustainable development goals

1.5.3 / Rolling out the benchmark subscription-based

home assistance service

1.5.4 / Financial outlook and mid-term ambitions

1.2

History

1.2.1 / History of Fnac

1.2.2 / History of Darty

1.2.3 / History of Fnac Darty

1.6

Innovation, brands, research

and development

1.6.1 / Innovation, a Group priority

1.6.2 / Brands, research and development

1.3

1.4

Solid results for 2021

1.7

Store network and proprietary

real estate

Fnac Darty markets and offering

1.7.1 / Store network

1.4.1 / Description of markets

1.7.2 / Proprietary real estate

1.4.2 / Market trends

1.4.3 / A diversiﬁed product and services offering

1.4.4 / Geographical breakdown

1.8

Regulatory environment

and changes

1.8.1 / Regulatory environment

1.8.2 / Responsible lobbying

2021 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

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PRESENTATION OF THE GROUP

Business Model

1.1 / Business Model

1.1.1 / COMPANY PROFILE

compared with the pre-crisis level. Momentum thus remained very

strong, with the proportion of click&collect sales picking up sharply

in the last quarter, up +8 points to 53%.

1.1.1.1 / A European leader in omnichannel

retail

Operating in 13 countries, principally France, Switzerland,

Belgium, Spain, Portugal and Luxembourg, Fnac Darty is a

European leader in the retail of entertainment and leisure products,

consumer electronics and domestic appliances. 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 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 more than 83%

of sales in 2021. The Belgium-Luxembourg region covers the

activities of Fnac and Vanden Borre in Belgium and Luxembourg

and represented 8% of sales in 2021. Lastly, the Iberian Peninsula

covers Fnac activities in Spain and Portugal, and represented

almost 9% of revenue in 2021. The Group is also developing

its franchise business internationally and now has 14 stores in

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

departments and territories.

With more than 25,000 employees, Fnac Darty generated revenue

of more than €8 billion in 2021. The relevance of its omnichannel

model is based on a dense territorial network combined with

sustained momentum on digital platforms. As of the end of 2021,

the Group has a multi-format network of 957 stores, including

798 in France ⁽¹⁾. It is France’s third 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:

181 million visits to stores across the Group and a cumulative

average of nearly 27 million unique online visitors per month in

France⁽²⁾. It should be noted that in-store trafﬁc in 2021 continued

to be impacted by the closure of some stores in the ﬁrst half of the

year and ongoing capacity restrictions as part of efforts to combat

the Covid crisis. The attraction of digital platforms skyrocketed,

with an uptick in online consumption, which accounts for a high

a proportion of total Group revenue, at 26%. By combining the

strengths of Fnac, Darty and Nature & Découvertes, the Group’s

omnichannel sales accounted for 46% of online orders in 2021,

against a backdrop of very strong growth in e-commerce volumes

In these 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 ﬁve main international websites

and partnerships with specialist sites. Meanwhile, 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.

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

can provide services such as “click&mag”, “click&collect” and

the express or by-appointment delivery offering. These services

guarantee a seamless, hybrid purchasing experience, combining

in-store and online shopping.

(1) Including 16 Fnac Darty/N&D stores in Switzerland and 31 stores abroad.

(2) Fevad, cumulative average for Fnac and Darty for 2021.

2021 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

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PRESENTATION OF THE GROUP

Business Model

The Group’s omnichannel experience is outlined below.

STRONG

A GROWING

FRANCHISE

NETWORK

A DENSE NETWORK

OF STORES

OMNICHANNEL

DIGITAL

& SERVICES

PLATFORMS

BELGIUM-

85 stores:

Kitchen stores,

Fnac.be and Marketplace Logistics platforms

LUXEMBOURG • 13 Fnac

as franchises

Vandenborre.be

Click&collect

• 72 Vanden Borre

After-sales service

of revenues 2021

FRANCE-

SWITZERLAND • 100 Fnac

413 stores:

385 stores:

• 131 Fnac

Fnac.com and Marketplace Logistics platforms

Darty.com and Marketplace After-sales service

• 223 Darty

• 90 Nature

& Découvertes

• 242 Darty

• 1 Fnac Darty

• 11 Nature

& Découvertes

Fnac.ch

Click&collect

83%

of revenues 2021

Natureetdecouvertes.com Click&mag

and Marketplace

IBERIAN

PENINSULA

69 Fnac stores

5 Fnac stores

Fnac.es and Marketplace Logistics platforms

Fnac.pt and Marketplace After-sales service

Click&mag

of revenues 2021

AND OTHER REGIONS:

Ivory Coast, Morocco, Tunisia, Congo, Cameroon, Senegal,

Qatar and Overseas France

Store network as of December 31, 2021.

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. 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 strengthened its presence in the

ticketing sector with the 2019 consolidation of Billetreduc.com

and increased its offering in the express repair of electronic

devices, first in France in 2018 with the 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 choice and sustainable

consumption.

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 Salon Fnac

Livres fair, the 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

L’Éclaireur Fnac). Fnac is the brand of discovery, of diversity, of

open-mindedness. It is a strong brand that occupies a special

place in the French retail landscape, and which has made curiosity

its mission.

2021 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

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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 2021)

Other products

and services

13%

Editorial

products

16%

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 2021), 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 (16% 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

2021. The sale of other products and services (some 13% of the

Group’s revenue) such as Toys and Games, 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%

2021 UNIVERSAL REGISTRATION DOCUMENT

FNAC DARTY

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PRESENTATION OF THE GROUP

Business Model

Bolstered by widespread geographical coverage, with 957 stores

in 13 countries at the end of 2021, Fnac Darty is a group with

strong roots in its various regions, and whose main ambition is to

share cultural creation, new technology and innovative services

with as many people as possible, while promoting employment

and social inclusion. The Group’s cornerstone is its robust social

policy, which covers more than 25,000 skilled employees via an

HR policy focused on talent management, employability and

employee commitment through the development of training, quality

of life in the workplace and gender equality. For example, Fnac

Darty is aiming for at least 35% of its top 200 managers to be

women by 2025.

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. According to the study by

Forrester⁽¹⁾, six out of ten French consumers express a preference

for buying sustainable products. Additionally, 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. Although the oldest habits, such as

recycling batteries and reducing energy consumption, are the most

ﬁrmly entrenched, this year’s study shows two strong trends are

standing out: product repair gained +4 points and made in France

increased by +11 points.

The Group has been the leading repair brand in France for

50 years, with more than 2.1 million products repaired in 2021 by

more than 3,000 after-sales service employees. It plans to recruit

an additional 500 technicians by 2025 who will be trained via its

classes, with 18 set up in 2021. Fnac Darty is also the biggest

collector of WEEE (waste electrical and electronic equipment)

with 52,000 tons of products collected each year for recycling

and re-use Group-wide, including 47,000 tons in France alone. A

Circular Economy Committee was also created in 2021, chaired

by the General Secretary, a member of the Executive Committee,

with the aim of overseeing projects aimed at reducing packaging,

optimizing unsold products and managing waste recycling.

In 2021, we also noted an upturn in the markets for reconditioned

products, which are cheaper and more environmentally friendly.

According to the Xerﬁ Precepta⁽²⁾study, the growth of reconditioned

products in France extends to the main product categories in

the home equipment sector. After reconditioned smartphones, it

also applies to large and small domestic appliances, IT, furniture,

games, toys and many other categories. 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. 67% of

online buyers say it is easier to source products from the circular

economy on the internet.

The Group is pursuing its approach to more responsible

consumption by taking action in three main areas:

n firstly, the Group intends to continue with its customer

information efforts, encouraging customers to choose

sustainable products via the sustainability score, which is

displayed on websites and in-store; a score of 135 is expected

by 2025 (compared with 105 in 2020 and 111 in 2021). This

independent, proprietary Fnac Darty tool is 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. This indicator weights the volume of each product sold

throughout the year by its sustainability score. The Group uses

the sustainability score to draw up its “After-Sales Service

Barometer”, the fourth edition of which was published in

September 2021. This provides consumers with the opportunity

to learn about the sustainability and reliability of products and

brands, while at the same time providing industry with an

overview of product life spans and identifying opportunities for

improvement in this area. Lastly, the Group recently launched

L’Éclaireur Fnac (https://leclaireur.fnac.com/), a digital media

tool that aims to help readers by providing content designed

to inform their opinions and choices on major cultural and

technological issues;

1.1.1.4.2 / Sustainability at the heart

of Fnac Darty’s raison d’être

and its strategic plan Everyday

Since 2018, Fnac Darty has relied on its raison d’être of being

“committed to providing an educated choice and more sustainable

consumption” to incorporate all of its CSR challenges into its

business model. With its strategic plan Everyday, a key focus

of which is sustainability, Fnac Darty has set itself the ambition

of helping to change consumer habits by positioning itself as a

sector leader in sustainable consumption, addressing the product

life span, selection and advice in particular, and developing more

responsible services. As a consequence, the Group has set

sustainability objectives, set out in paragraph 1.5 “Group strategy

and objectives”.

(1) Consumer Energy Index and Retail Pulse Survey by Forrester and Pure Spectrum, published July 2021.

(2) Study by Xerﬁ on reconditioned products, published January 4, 2021.

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FNAC DARTY

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PRESENTATION OF THE GROUP

Business Model

n the Group also intends to expand its offer towards more

sustainable products, with the potential for delisting

Marketplace products and partners that do not meet

sustainability criteria. The massive expansion of the Group’s

Second Life offer and its scheme for taking back used products

also helps to make our economy more circular. 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 €14.2 million for the

protection of biodiversity and nature-based education through

nearly 2,931 projects, 128 of which took place in 2021. Nature

& Découvertes’ commitment to responsibility is set out in

greater detail in Chapter 2;

Fnac Darty also afﬁrmed its environmental strategy, by setting

a quantiﬁed objective of reducing its CO₂emissions by 50% by

2030, compared to the 2019 level. The Group-wide scope deﬁned

concerns transport, direct and indirect emissions, and site energy.

The Group has strengthened its governance to achieve this

objective and take a strategic approach to addressing climate

issues. A focus of attention within several bodies, including the

CSR Committee, which reports directly to the Board of Directors,

these issues have been explored and addressed by the Climate

Committee since 2019. The Climate Committee monitors the

trajectory of the CO₂emissions generated by the Group’s activities,

draws up action plans, monitors the roadmaps for the various

operational sectors, and ﬁnally, works toward the expansion of the

low-carbon strategy to other indirect emission items.

Fnac Darty is therefore determined to continue its efforts in this

area, by deﬁning an objective for reducing the indirect emissions

(scope 3) generated by the products it sells, throughout their life

cycle, as well as employee travel and IT systems, covering more

than 95% of its carbon footprint. The Group aims to submit these

objectives for approval by the Science Based Target (SBT) initiative

in 2022.

n finally, services that enable customers to “use better to

consume better” and to repair products more often have been

strengthened, with the goal of having 2.5 million products

repaired each year by 2025. To achieve this, the Group is

encouraging consumers to repair products more often, by

continuing to open more WeFix corners (WeFix being the

leading express repair service for smartphones and tablets),

and by rolling out Darty Max (the unlimited repair subscription

service). Additionally, Fnac Darty promotes self-repair by

providing usage and maintenance advice via its collaborative

website, https://sav.darty.com/, launched in 2018, which has

recorded a 30% increase in trafﬁc with over 10 million users in

2021. All these projects are described in Chapter 2.

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1.1.1.4.3 / ESG objectives serving the ﬁnancial ambitions of the 2025 plan Everyday

Everyday strategic

ambitions

ESG objectives

for 2025

Added

value

Financial targets

for 2025

50% of online sales will be

picked up using click&collect

Continued expansion of

the store network, primarily

through franchises

Promotion of C&C,

which is more

environmentally friendly

than home delivery

Wider access to culture

Increased positive impact

on the territories

Embodying new standards

for successful digital and

human omnichannel retail

in the future

(employment and social

inclusion)

Generate recurring

free cash-ﬂow

Achieve a sustainability

score of 135^(a)

2.5 million products repaired

Divert 100% of “non-saleable”

products into a second life

sector

An unparalleled offer

Enhanced sustainability

of equipment

Helping consumers adopt

sustainable behaviors

Cumulative free

cash-ﬂow^(b)

of around €500 million

for 2021-2023

Customer loyalty

Recurring free

cash-ﬂow^(b)

≥ €240 million in 2025

> 2 million subscribers

to our Darty Max unlimited

repair service

An unparalleled offer

A captive ecosystem and

increased customer loyalty

A solution to deal

Becoming the leader

in subscription home

assistance services

with planned product

obsolescence

A move upmarket

in products sold

(a) Sustainability score: average of a reliability score and a reparability score, calculated on the basis of data collected by Fnac Darty’s After-Sales

Service Department over the last two years for each product listed, weighted by the volume of products sold by the Group in the year in question.

(b) Excluding IFRS 16.

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1.1.1.4.4 / Corporate Social Responsibility

policy

With more than 25,000 employees worldwide, 957 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 the same time

developing its people and making a positive impact on society.

SUSTAINABLE

CONSUMPTION

HUMAN

CAPITAL

TERRITORIES

AND CULTURE

The Corporate Social Responsibility policy aims to address the

four major CSR challenges that were identiﬁed as the result of a

risk analysis conducted in 2018:

GOVERNANCE

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;

CLIMATE

PROTECTION

BUSINESS

ETHICS

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.

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

These four major risks and challenges result in the following ﬁve

pillars of the Group’s CSR policy: sustainable consumption, climate

protection, business ethics, territories and culture, and finally

human capital.

The incorporation of CSR issues into the Fnac Darty business

model is set out in section 1.1.2.

The strengthening of Fnac Darty’s governance and CSR policy

was welcomed by the ESG ratings agencies, as detailed in

section 1.1.1.4.7.

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n Corporate, Environmental and Social Responsibility Committee:

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.

reviews the Company’s corporate, social and environmental

policies;

is chaired by Brigitte Taittinger-Jouyet (Independent

Director);

has 3 members;

In 2019, Fnac Darty appointed Franck Maurin as a Director

representing 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.

meets twice a year.

n Strategy Committee:

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;

In 2020, the Group appointed a second Director representing

employees, Julien Ducreux.

Furthermore, in 2021, Franck Maurin, a Director representing

employees, was appointed to the Appointments and

Compensation Committee to represent the interests of employees

on this committee.

is chaired by Jacques Veyrat (Chairman of the Board,

Independent Director);

has 5 members;

At the end of December 2021, the Board was composed of

14 Directors, 11 of whom were independent.

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

necessary.

Four committees, all chaired by Independent

Directors

Governance dedicated to best practices

in Corporate Social Responsibility (CSR)

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 section 3.2.1 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.

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

focal point representatives in the Group’s subsidiaries and various

departments.

n Audit Committee:

monitors the process of preparing ﬁnancial information;

is chaired by Carole Ferrand (Independent Director);

has 3 members;

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. Each department in the

Group has appointed a CSR ofﬁcer, who is tasked with setting

out a roadmap with deﬁned objectives speciﬁc to each Group

department, and monitoring these objectives on a regular basis.

meets at least four times a year.

n Appointments and Compensation Committee:

In addition, two committees were created in 2021: a Sustainability

Committee, which aims to develop the Group’s product offer to

make it more sustainable and a Circular Economy Committee that

will oversee projects aimed at reducing packaging, optimizing

unsold stock, improving waste collection, and recycling and re-

use of materials. These two committees are sponsored by two and

three members of the Executive Committee respectively.

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;

is chaired by Antoine Gousset-Grainville (Independent

Director);

has 4 members, including one Director representing

employees;

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

necessary.

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The various committees are set out in detail in Chapter 2.

1.1.1.4.7 / Fnac Darty recognized

as a responsible retailer

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.

by ESG rating agencies

Fnac Darty’s approach to Corporate Social Responsibility is

regularly assessed by ESG rating agencies and awarded a rating.

In 2021, Fnac Darty requested a sustainability rating from Moody’s

ESG Solutions (formerly Vigeo Eiris/VE) (www.vigeo-eiris.com).

Based on its analysis of three main criteria – environment (business

ethics, environmental policy), social (community engagement,

respect for human rights and human resources) and governance

(corporate governance) – for the third year running, Fnac Darty

was awarded a rating of A2 and categorized as “robust”, with an

ESG score of 54/100, up +6 points compared to 2020 and up

+10 points in 2 years, well above the European average rating

of 35/100 for the sector. The Group is placed in the top 20%

worldwide for the third consecutive year and ranks eighth among

the 72 European companies in its sector ^(1),gaining one position

in one year. Improvement was seen in each of the three ESG

components, especially in Environment (up +14 points compared

with 2020). Finally, the Group improved the transparency of the

non-ﬁnancial information it published, up +4 points in one year

to 95%, signiﬁcantly above the sector average ⁽¹⁾of 67%. This

performance reﬂects Fnac Darty’s environmental, ethical, social

and governance commitments.

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

of women in the Group’s top 200 managers to 35% by 2025,

compared with 27% in 2021. The Group is also aiming for women

to make up at least 40% of the Executive Committee by 2025,

compared with 38% in 2021.

1.1.1.4.6 / Shareholding

Ceconomy has been the Group’s reference shareholder since

2017, with 24.3% of the share capital. It does not hold any seats

on the Board of Directors, but did participate in the coopting of

three independent members. Details of the Group’s Directors

are given in section 3.1 of Chapter 3 of this document, entitled

“Corporate Governance”.

Since 2018, Indexia Développement (formerly French insurance

broker SFAM) has been the Group’s second-largest shareholder,

with a stake of 11.3% in Fnac Darty’s share capital.

Historical data regarding Fnac Darty shareholding and the latest

threshold crossings are detailed in Chapter 7, section 7.3,

“Shareholders”, in this Universal Registration Document.

In addition, ratings agency Sustainalytics (www.sustainalytics.com)

classifies the Group’s ESG risks as low, awarding a score of

11.4/100, compared to the previous score of 12.2. Fnac Darty

therefore ranks highly and is placed in the ﬁrst percentile of the

specialized retail market assessed. Sustainalytics assesses Fnac

Darty’s management of ESG issues as robust, with a score of

60.8/100.

Fnac Darty takes advantage of opportunities for regular

shareholder returns. Accordingly, 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. Given the health crisis and in accordance

with the conditions for taking out a state-guaranteed loan, the

Group did not conduct any share buyback programs or pay a

dividend in 2020. In 2021, given the strength of its business

model, the Group reactivated its shareholder return policy with

the payment of an initial ordinary dividend of €1.0 per share, paid

in cash on July 7, 2021. In 2022, the Group will propose to the

forthcoming General Meeting the distribution of a dividend of €2.0

per share for 2021, in accordance with the announcement made

as part of the strategic plan Everyday (see section 1.5.4 of this

document, “Financial outlook and mid-term ambitions”).

MSCI (www.msci.com) conﬁrmed the Group’s AA rating in 2021

for the third consecutive time, with a retail industry-adjusted score

of 7.8/10. The Group is just short of AAA, the best possible rating.

Only 17% of the companies that are rated score between AA and

AAA.

In 2021, Fnac Darty was awarded a rating of A- for the reporting

on its climate actions by the Climate Disclosure Project (CDP)

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

most active global companies in the ﬁght against climate change,

thereby signiﬁcantly improving its score compared to last year (C).

With a rating now above the average for European companies (B)

and the average for the specialized retail market (B-), Fnac Darty

has joined the “Leadership” category for the ﬁrst time.

(1) Specialized retail market as deﬁned by Moody’s ESG Solutions (formerly Vigeo Eiris/VE).

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PRESENTATION OF THE GROUP

Business Model

Our resources

An ecosystem of renowned,

complementary brands

Fnac and Darty, two iconic brands

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

strategic acquisitions that are in tune

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

More than 25,000 employees, including:

more than 75% in direct contact with customers

more than 3,000 dedicated to after-sales service

A solid ﬁnancial position

2021 revenue up +7.4%

based on reported data to over €8 billion

Free cash-ﬂow from operations for 2021⁽¹⁾

remaining high at €170 million

Net cash of €247 million at the end of 2021

A solid liquidity position of nearly €1.2 billion

at the end of 2021

An omnichannel,

multi-format model

Our raison d’être

957 stores (including 390 franchises)

14 main websites

Commit to an

educated choice

and a sustainable

consumption

 Third-largest player in e-commerce

in France in terms of audience⁽²⁾

A high level of click&collect

A centralized, in-house

logistics network

1,000 delivery centers

14 warehouses and around 90 physical sales,

e-commerce, and after-sales service platforms

An after-sales service centralized and delivered

through 5 after-sales service workshops, 1 central

spare parts warehouse and more than 100 technical

centers in France

Key markets

6 European markets: France and Switzerland,

Belgium and Luxembourg, and Iberian Peninsula

Franchises in Africa, the Middle East

and Overseas France

A diversiﬁed product and services offering

Governance of the highest standard

A diverse range of skills and a signiﬁcant proportion

of women (50%⁽³⁾) 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

(1) Excluding IFRS 6.

(2) Source Fevad, Fnac and Darty cumulative average for 2021.

(3) Excluding employee Directors; women account for 43% of all Directors.

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PRESENTATION OF THE GROUP

Business Model

Added value for

> Approximately 500,000 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

> Extension of the Sustainable Choice label to Fnac with

more than 150 labelled products across both brands

> An increasing sustainability score

(111 in 2021 compared with 105 in 2020),

ꢀAn omnichannel offering and operational performance

that can be adapted to each individual’s needs

with a target of 135 by 2025

◎

> 94% of employees received training in 2021

> More than 30% of salespeople trained

in video/chat in 2021

Employees

> 27% of leadership positions⁽⁴⁾held by women,

ꢀDevelopment of skills and employability

ꢀQuality of life at work, diversity and professional

equality

with a target of 35% in 2025

> Creation of a gender equality network

◎

rewarded with an LSA Gender Equality Award

> More than 1/3 of the stores in our network

operated under franchise and more than

4,000 sellers on Marketplace

> Awarded the “Relations Fournisseurs & Achats Responsables”

(“Responsible Supplier Relations & Purchasing”)

label for a period of 3 years

Partners and suppliers

ꢀBalanced and sustainable supplier relationships

ꢀSynergies and cooperation

> Relationships with suppliers of our commercial products that last

more than 15 years on average, a number that is increasing

> Strategic partnerships, particularly in the urban mobility market

and with Google to offer an enhanced online shopping experience

> Aggregate free cash-ﬂow from operations⁽⁵⁾

of approximately €500 million over the period 2021-2023

and at least €240 million annually from 2025

> Distribution rate of at least 30% in the medium term⁽⁶⁾

> Proposed payment of an ordinary dividend

of €2/share for 2021⁽⁷⁾

Shareholders

ꢀA healthy balance sheet and highly robust

liquidity position

ꢀImproved non-ﬁnancial ratings

ꢀA strategic plan that aims to generate recurring

free cash ﬂow from operations and provide

shareholders with a lasting return

> Moody’s ESG Solutions⁽⁸⁾score up +6 points;

8^thout of the 74 companies in its sector

> Nearly 5,700 free cultural events,

in-store and online

> Launch of a digital suggestion tool:

l’Éclaireur Fnac

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

donated to associations

> More than €10 million in donations collected

by Fnac Darty

Company

ꢀDemocratization of culture and promotion

of cultural diversity

ꢀHistoric partnerships with players in the Social

and Solidarity Economy (SSE)

> 2.1 million products repaired,

with a target of 2.5 million products

repaired in 2025

> Nearly 52,000 tons of electronic waste collected

Group-wide

◎

Environment

ꢀExtending product life span through repair

and second life

ꢀWaste collection and recycling

ꢀActions to reduce CO₂emissions

> Revenue-related CO₂emissions from transport

and energy down -14% compared with 2019

> Signature of the Charter of Commitments

for Reducing the Environmental Impact

of E-Commerce

> Active support for the law aimed at strengthening

the book economy

Public authorities

ꢀCooperation with institutions to promote

product sustainability

ꢀFiscal responsibility

> More than €130 million in tax and contributions

paid, including more than €122 million in France

(4) About the top 200 managers at Group level.

(5) Excluding IFRS 16.

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

(7) Proposal submitted to a vote at the General Meeting on May 18, 2022.

(8) Formerly Vigeo Eiris.

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PRESENTATION OF THE GROUP

Business Model

1.1.3 / STRATEGIC CHALLENGES AS SOURCES OF OPPORTUNITY ALIGNED

WITH SUSTAINABLE DEVELOPMENT GOALS

Through its model, strategy and actions, Fnac Darty is focusing its efforts on and contributing to sustainable development goals (SDGs)

3, 4, 5, 8, 11, 12, 13 and 16. Adopted by UN countries in 2012 at the Rio Conference, they aim to address the urgent ecological, political

and economic challenges the world is facing.

Fnac Darty, a leader

in tackling the current

challenges

Relevant

SDGs

Our strengths

Our contribution to the SDGs

Unprecedented global health and economic crisis

Disrupted supply

chains and strained our suppliers, in line with our leading position

logistics and

delivery capabilities

A high-quality, sustainable relationship with

n Guarantee employee health and safety

n Develop skills and employability

n Promote gender equality and quality

of life in the workplace

n Increase positive impacts on the

territories: employment and solidarity

in the specialized retail market in France

A primarily premium positioning, providing

the Group with better protection from product

shortages mainly affecting the entry-level range

Centralized, in-house logistics capabilities,

providing the ability to adapt quickly and nimbly

Partnerships with key delivery service providers

and strong internal delivery capabilities that

can be easily mobilized when required

Purchasing power

impacted in an

increasingly

Guaranteed prices suited to a climate of crisis

and shortage of some products and a wide range

of products at a wide range of prices

inﬂationary

environment

Rethinking

employee relations

An employer concerned with guaranteeing the

health and safety of its employees, attracting talent

and working hard to achieve gender equality

An approach to in-store contact that means

customers can visit in safety

Our achievements and objectives

Achievements

n Ongoing provision of health protection (masks, freely available sanitizer gel, adjustment of working hours) and the roll-out

of the “Welcomer” role in stores over the long-term

n Employee turnover of 16.4% in 2021, stable compared with the pre-crisis level

n 94% of employees trained in 2021, a sharp increase compared to 2020

n First Group agreement on quality of life in the workplace and gender equality signed in March 2021, applying to all employees

n First Group agreement on the widespread adoption of remote working for a maximum of three days/week, as a result of the wishes

expressed by employees consulted regularly on this subject (via anonymized questionnaires)

n 100% of employees are covered by branch collective bargaining agreements

n Creation of “Ex Aequo”, an in-house gender equality network

n Supplier relationships lasting more than 15 years on average

n Fnac Darty awarded the “Relations Fournisseurs & Achats Responsables” (“Responsible Supplier Relations & Purchasing”) label

for its indirect purchasing, for a period of three years ^(a)

Medium-term objectives

n More than half of Capex allocated to logistics and IT and digital infrastructure by 2025

n Additional investment of almost €40 million dedicated to modernizing and upgrading our logistics equipment by 2025

n 35% of women in the Leadership Group by 2025 (compared with 24% in 2020 and 27% in 2021)

n 40% of the Executive Committee to be women by 2025 (compared with 33% in 2020 and 38% in 2021)

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PRESENTATION OF THE GROUP

Business Model

Fnac Darty, a leader

in tackling the current

challenges

Relevant

SDGs

Our strengths

Our contribution to the SDGs

New consumer expectations that are in keeping with their values

A strong attachment Widespread geographical coverage, bringing

n Increase positive impacts on the

territories: employment and solidarity

n Help customers make an educated

choice

to stores, which

are essential to

the consumer

experience

us as close as possible to consumers

The need for advice and expertise from

our salespeople and an ever-present consumer

need to see and test the products in-store

n Encourage repairs

n Give a second life to products

n Ensure waste collection and recycling

n Contribute to public debate around

sustainability

n Provide access to culture to as many

people as possible

A Group with a strong reputation that relies

on a solid base of loyal customers

The lifestyle

disruption wrought

A product offering tailored to consumer

expectations, addressing the need for home

by the crisis has led equipment and technology for remote working

to a redeﬁnition

of priorities and a

re-examination of

the concept

and home-based learning

A Nature & Découvertes product range that

strengthens the Group’s offer in the well-being

and responsible consumption of natural products

segments

of product use

A broad, groundbreaking range of services

to facilitate and guarantee product use

Increasing

An innovative Group, particularly in terms

consumer focus on of informing customers about product reliability

the environmental

and social impact

of products and

services

and repairability, and about the environmental

impact of e-commerce

Fnac Darty, a pioneer in extending product life

spans: leading after-sales service in France

and expansion of second-life activity

A Group that takes a responsible approach

to waste management, particularly electrical

and electronic waste

Our achievements and objectives

Achievements

n A widespread network of 957 stores at the end of 2021, meaning 90% of French people have a Fnac or Darty store within

15 minutes of home

n Nearly 10 million members at the end of 2021, including more than 7 million in France

n Development of three complementary Darty Max offerings covering domestic appliances, sound, TV and multimedia, which has

gained nearly 500,000 subscribers to date – Fnac Darty was awarded the 2021 LSA “Responsible Brand” Innovation Trophy

for Darty Max

n Publication of the fourth edition of the “After-sales Service Barometer” in September 2021

n Extension of the “Sustainable Choice” label with more than 150 labeled products in both the Fnac and Darty brands

n A sales force of 5,000, who receive training on a regular basis to provide them with expertise, and more than 3,000 employees

dedicated to after-sales services

n Continued roll-out of WeFix (acquired in October 2018) with the opening of 22 new points of sale in 2021 and PC Clinic in Portugal

n Accelerated roll-out of second-hand sales through the Fnac Seconde Vie and Darty Occasion brands, where volumes of resold

products increased by +42% compared with 2020

n Biggest collector of WEEE, with 52,000 tons collected Group-wide in 2021, including 47,000 tons in France

n Extended partnership with La Bourse aux Livres to offer the ﬁrst in-store book recovery service

n Nature & Découvertes, a B Corp company since 2015, renewed its certiﬁcation for the third consecutive time

n The commitment charter for reducing the environmental impact of e-commerce signed in July 2021, with the Group making

10 concrete commitments in 4 major areas

n Launch of informed delivery on the Fnac and Darty websites, providing customers with transparent information on the CO₂impact

of various delivery options

Medium-term objectives

n A “sustainability score” of 135 in 2025 (vs 111 in 2021)

n 100% of “non-saleable” new products into a second-life sector by 2025

n 2.5 million products repaired in 2025 (compared with 2.1 million in 2021)

n ≥ 2 million Darty Max subscribers by 2025

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PRESENTATION OF THE GROUP

Business Model

Fnac Darty, a leader

in tackling the current

Relevant

SDGs

challenges

Our strengths

Our contribution to the SDGs

Sharp upturn in e-commerce

A highly

competitive sector

Success of our omnichannel model combining

the complementary strengths of stores and

n Protect the personal data of employees

and customers

e-commerce

n Prevent the risks of corruption

n Implement a vigilance plan

n Ensure ﬁscal responsibility

n Help customers make an educated

choice

n Encourage repairs

n Give a second life to products

n Ensure waste collection and recycling

Long-standing experience in digital technology

(since 1999 with fnac.com)

Differentiation through our diversiﬁed range

of products and services (unlimited repair

subscription service and France’s leading

after-sales service, which emphasizes product

sustainability)

A demand

for immediacy

A ﬁrst-rate customer promise, with delivery times

at the best market standards

A store network providing an efﬁcient C&C

service in every country and covering all products,

ensuring consumers are able to pick up their

products quickly and safely

Consumers faced

with hyperchoice

A selective Marketplace that complements

our in-stock offer

Continuous innovations to make our salespeople’s

expertise available to all customers (in-store

and on e-commerce sites)

Managing high

Robust digital and logistics platforms, scaled

volumes of demand to support very high demand

in a short time

Ability to adapt in response to reallocation

of resources (human, technical, logistics) to meet

and fulﬁll all orders as soon as possible

Increasing concern Fnac Darty, a highly trusted French company

among consumers

and employees

regarding the

committed to transparency in the use of personal

data

protection of their

personal data

Our achievements and objectives

Achievements

n A strong digital presence, representing nearly one-third of the Group’s sales in 2021 (+7 points compared to 2019)

n The omnichannel platform accounted for 46% of online sales in 2021, picking up sharply during Q4

n A click&collect service run by our salespeople to provide expert assistance and offer services and add-ons to sales made

on e-commerce sites

n Roll-out of video chat with salespeople to all integrated Darty stores, generating over 150,000 interactions on the websites

of the two brands in 2021

n 17 million active references on our Marketplaces

n Creation of a digital media tool, L’Éclaireur Fnac, to help readers by providing content intended to inform their opinions and choices.

The tool has already had more than 500,000 unique visitors per month since its launch in October 2021

n A GDPR program and data protection governance structure, to guarantee a high level of data protection

n First retailer in Europe to sign a strategic partnership with Google to accelerate the Group’s digital trajectory and continuously

improve customer satisfaction

Medium-term objectives

n Achieve online sales penetration of at least 30% in 2025

n Maintain click&collect levels at 50%

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PRESENTATION OF THE GROUP

Business Model

Fnac Darty, a leader

in tackling the current

challenges

Relevant

SDGs

Our strengths

Our contribution to the SDGs

Growing climate and environmental challenges

Growing awareness The Group’s ﬁrm commitment to reducing its CO₂

emissions through a trajectory aligned with the

Paris Agreement

n Help customers 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

n Strengthen governance and integration

of climate risks

Robust governance of CSR and environmental

risks, with a Climate Committee that manages

the trajectory of CO₂emissions, draws up action

plans and monitors the roadmaps for the various

operational sectors

Increasing

regulation

Assisting with French government’s

implementation of the repairability index from

January 1, 2021

n Reduce emissions generated by

transportation and energy from sites

n Extend the measurement and

management of indirect emissions,

particularly those generated by the

products sold

Innovation to foster A Group that is leading the way in its efforts

a more circular

economy

to promote a more circular economy,

by developing customer information, new repair

and DIY services, and responsible sectors

for product re-use through second-hand sales

and the donation of unsold goods

Our achievements and objectives

Achievements

n Launch in 2021 of a project to set science-based targets for scope 3 CO₂reduction, with a view to submitting them to the SBT

for approval in 2022, which would account for over 90% of the Group’s carbon footprint

n Launch of a project to measure the CO₂emissions avoided by the Group through its repair and second-life activities (Darty

Occasion and Fnac Second Vie)

n Environmental initiatives valued by non-ﬁnancial rating agencies, with the CDP awarding an A- rating (compared with C in 2020)

and an ESG score of 54/100 from Moody’s ESG Solutions, reﬂecting an improvement in environmental responsibility of +14 points

compared to 2020, and the MSCI renewing its AA rating for the third consecutive time

n A repairability index established by Darty in 2018 ahead of the legislation (which entered into force on January 1, 2021)

n A steady increase in the proportion of renewable energies in electricity purchases, with 99% of our energy consumption coming

from green sources in other countries and 25% in France (up +11 points compared with 2020)

n A -14% drop in the Group’s revenue-related CO₂emissions compared with 2019

n Signature of a 10-year Corporate PPA agreement with Valeco for the construction and operation of a photovoltaic farm in central

France to increase the proportion of green energy used by the Group

Medium-term objectives

n A 50% reduction compared to 2019 in CO₂emissions related to transport and energy on sites by 2030

(a) Excluding commercial purchasing.

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PRESENTATION OF THE GROUP

History

1.2 / History

1.2.1 / HISTORY OF FNAC

1954 Founded by André Essel and Max Théret. 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.

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.

1957 Fnac opened its ﬁrst store, which specialized in photography

and sound equipment, on Boulevard Sébastopol in the

fourth arrondissement in Paris.

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.

1960 Fnac’s ﬁrst laboratory tests comparing various consumer

electronics were published in Contact magazine. The

introduction of a testing laboratory forged Fnac’s enduring

image as a specialist in consumer electronics.

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.

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.

2012 The brand disposed of its activities in Italy and accelerated

and strengthened its geographical coverage by opening new

format stores operated directly or via a franchise.

1974 This year saw 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, areas inside

the stores that are entirely devoted to culture and interaction

with artists, through events like concerts, book signings and

discussions with leading ﬁgures.

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 with the

goal of creating the leading retailer of consumer electronics,

entertainment products and domestic appliances in France.

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.

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.

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.

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PRESENTATION OF THE GROUP

History

1.2.2 / HISTORY OF DARTY

1957 Creation of the Darty brand. “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.

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.

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

customers, which is open seven days a week.

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.

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

telephony, television).

2007 Successful launch of the Darty card, which 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.

1976 Listed for trading, at a share price of 300 francs. One-third

of the equity was available to the public.

1984 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.

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.

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 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.

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 from Darty 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.

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

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

weather report.

domestic appliances and televisions.

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PRESENTATION OF THE GROUP

History

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 Acquisitions of Billetreduc.com, a leading player in

“last-minute” event ticketing in France, and Nature &

Découvertes, a leading omnichannel retailer of natural and

well-being products. Partnership with CTS Eventim, the

European leader in the ticketing sector.

Launch of Darty Max, a brand new subscription-based

repair service intended to extend the life span of large

appliances.

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

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

out period, on September 12, 2016, Fnac had acquired

100% of Darty’s share capital, of which 30.64% was paid

in shares.

2020 Sale of BCC, a Dutch subsidiary specializing in electronics

and household appliances in the Netherlands, to Mirage

Retail Group.

2017 Launch of the Conﬁance+ strategic plan.

2021 Launch of the strategic plan Everyday.

2018 Acquisition of WeFix, the French leader in express

Upgrading of Darty Max with three complementary offerings

ranging from large domestic appliances to small domestic

appliances, TV, sound and multimedia.

smartphone repair.

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PRESENTATION OF THE GROUP

Solid results for 2021

1.3 / Solid results for 2021

KEY HIGHLIGHTS AND ANALYSIS OF 2021 FINANCIAL RESULTS

Fnac Darty’s 2021 revenue was €8,043 million, up 7.4% on

Operating expenses reached €2,103 million in 2021, up

a reported basis and 7.0% on a like-for-like basis ⁽¹⁾compared

compared to 2020 in line with the increase in activity. Operating

expenses, as a percentage of revenue, were 26.1% in 2021, down

20 basis points compared to last year. This decline reﬂects the

Group’s very good management of operating expenses thanks to

the effectiveness of the performance plans put in place.

to 2020, and up 8.2% compared to pro-forma 2019 ﬁgures ⁽²⁾

This performance was achieved in the context of a health crisis

that continued into 2021 with a lockdown and several periods of

store closures in the ﬁrst half of the year. These health measures

disrupted store operating conditions, but to a lesser extent than

in 2020. As a result, revenue growth in 2021 is based on solid

sales momentum in stores, driven by a higher conversion rate and

average checkout value, while store trafﬁc is gradually returning

to normal. This performance also reflects the success of the

major sales events at the end of the year. The level of online sales

remains high at 26% of the Group’s total sales, driven in particular

by the gain of 5 million new active web customers and the power

of omnichannel, which represents 46% of online sales in 2021,

with a marked acceleration during the fourth quarter when all

stores were open. The year 2021 thus marks the consolidation

of the Group’s digital positioning with a share of online sales up

7 points compared to the pre-crisis level of 2019.

EBITDA amounted to €621 million, including €247 million related

to the application of IFRS 16, up €54 million from 2020.

Current operating income amounted to €271 million, versus

€215 million the previous year. The operating margin in 2021, at

3.4%, is up 50 basis points compared to 2020.

Excluding ticketing activities, which are still heavily impacted by

the health restrictions, current operating income in 2021 is higher

than that of 2019 pro forma⁽²⁾.

Non-current items amounted to -€10 million in 2021, down

-€6 million compared to 2020 and mainly include restructuring

costs. As a reminder, the non-current items recognized in 2020

included one-off effects such as the impairment of the Darty brand

and incremental costs directly related to the health crisis.

The gross margin rate reached 29.5% in 2021, up 30 basis

points from 2020. This increase is mainly due to a favorable mix

effect as the easing of restrictions led to fewer store closures

compared to 2020 and thus boosted sales of editorial products,

which are very sensitive to impulse buying. This increase was

also driven by services and the rollout of Darty Max offerings in

particular, as well as the very gradual recovery of ticketing, where

sales accelerated in the last quarter. These factors more than offset

the impact of the decline in Nature & Découvertes’ business, which

was heavily impacted this year by the drop in store trafﬁc caused

by the closure of stores for several weeks and the dilutive technical

effect of the franchise.

Operating income therefore stood at €260 million in 2021.

In 2021, ﬁnancial expenses amounted to -€42 million, versus

-€51 million in 2020. This decrease is mainly due to the upward

revaluation of the fair value of the Group’s shares in the Daphni

Purple venture capital fund in which the Group invested in 2016. In

addition, the new ﬁnancing strategy put in place in March 2021 has

optimized interest expenses and extended the average maturity

of the Group’s debt.

(1) Like-for-like basis: excludes the effect of changes in foreign exchange rates and scope of consolidation, and directly owned store openings and

closures.

(2) Including Nature & Découvertes over the full year.

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PRESENTATION OF THE GROUP

Solid results for 2021

Net income from continuing operations, Group share was

up €49 million to €145 million in 2021 after taking into account

non-current items, financial expenses, and a tax expense of

-€74 million. The latter, up year-on-year due to the increase in the

Group’s results, includes a decrease in the tax expense related

to the CVAE of nearly €10 million compared to 2020. As a result,

the effective tax rate is down by more than 6 points compared

to 2020.

Fnac Darty continued its strong generation of free cash-ﬂow

from operations ⁽¹⁾at €170 million in 2021, compared to the

exceptionally high level of €192 million in 2020. This change is

mainly the result of the necessary replenishment of inventories

at the beginning of the year in order to support the high level of

demand. In 2021, the Group once again demonstrated its ability to

manage its merchandise purchases and to control its inventories

in order to ensure a good level of availability of its product and

service offering throughout the year, in a context of tensions in

the supply chain.

Net income from discontinued operations was €15 million,

corresponding to an adjustment in 2021 for the tax treatment of

the disposal of the Dutch subsidiary BCC in 2020, which brought

consolidated net income, Group share to €160 million in 2021,

compared to €1 million in 2020.

A GROUP COMMITTED TO ITS EMPLOYEES

In the context of the health crisis that continued into 2021, the

Group maintained its priority of guaranteeing the health and safety

of employees and customers by continuing to enforce the best

possible protective measures and social distancing rules. The

Group has been able to count on the commitment and mobilization

of its teams throughout the two years of crisis. Moreover, Fnac

Darty is committed to supporting the purchasing power of its

employees and has decided to pay an exceptional purchasing

power bonus to the employees who are most directly affected

by the current inflationary pressures. For employees working

in France with a gross annual salary of less than €35,000, this

bonus will be €400. The Group will introduce a similar purchasing

power measure for every country in which it operates – except for

countries where one has already been implemented – which will

be adapted to the speciﬁc context of each country. This bonus will

be paid in March to over 19,000 Group employees.

Convinced that diversity is the foundation of a socially and

economically successful society, the Group is committed to going

beyond the legal framework of the ﬁght against discrimination

through proactive actions. This strong commitment has been

renewed with the signing of the diversity charter in 2021, which

expands and strengthens the actions already implemented

in the Group’s diversity policy. In this respect, Fnac Darty has

been rewarded for promoting the inclusion of deaf and hard-

of-hearing people in the workplace by obtaining, in 2021, the

Inclusion Surdités award from the Fondation Pour l’Audition. An

internal company network dedicated to gender parity, which is

cross-functional and open to all of the Group’s business lines,

was also created this year to promote the rise in responsibility of

women. In particular, Fnac Darty has made a formal commitment

to achieve a 35% share of women in the Leadership Group ⁽²⁾by

2025. This share reached 27% in 2021, an increase of 3 points

compared to 2020. Following the implementation of the strategic

plan Everyday and the changes to the Executive Committee that

took place last March, the proportion of women in the Executive

Committee has now reached 38%, with a target of over 40% of

the underrepresented gender by 2025. All of the Group’s actions in

favor of gender parity have been recognized and Fnac Darty was

awarded the LSA “La Conso s’engage” Trophy in the “Retailers”

category, which ranks nearly 100 companies in the industry

according to their diversity and CSR commitments.

The Group continued to work this year to improve the working

conditions of its employees and, in March 2021, signed its ﬁrst

agreement on quality of life at work, which applies to all employees.

For example, this new agreement covers new measures for

employees recognized as “disabled workers,” the right to

disconnect, the fight against discrimination and professional

equality.

(1) Excluding IFRS 16.

(2) About the top 200 managers at Group level.

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PRESENTATION OF THE GROUP

Solid results for 2021

INITIAL SUCCESS OF THE STRATEGIC PLAN EVERYDAY MARKING

THE START OF THE GROUP’S PROFOUND TRANSFORMATION

A year ago, Fnac Darty unveiled its strategic plan Everyday with

the ambition of being, both on a daily basis and over the long term,

the key ally to consumers, helping them be sustainable in their

consumption habits and in their daily household tasks.

watching and testing on a daily basis. Launched last October,

the site already attracts more than 500,000 unique visitors per

month. This platform has also enabled the Group, in a context of

health restrictions particularly affecting the world of entertainment,

to continue to broadcast its cultural events in new hybrid formats

to facilitate access to culture for all. This was notably the case for

the Fnac Livres fair and the Fnac Live concerts.

In 2021, the ﬁrst year of the plan’s rollout, the Group can already

measure its initial successes in terms of the three goals it has set

itself for 2025:

All of these initiatives enable the Group to improve the mix of

customers between the store and web channels and thus offer

a complete omnichannel experience. As such, for both Darty

and Fnac in France, the proportion of customers who have been

active⁽¹⁾on both the web and store channels continued to increase

in 2021 compared to 2020. Customer satisfaction measured

throughout the customer journey continued to improve in 2021

with an aggregate NPS (Net Promoter Score) that increased by

almost 5 points compared to 2020.

n embody new standards for successful digital and human

omnichannel retail in the future;

n helping consumers adopt sustainable behaviors;

n rolling out the reference subscription-based home assistance

service.

1/ Embody new standards for successful

digital and human omnichannel retail

in the future

Finally, Fnac Darty works every year to enrich its loyalty programs

and its membership base, a real competitive advantage for the

Group. By the end of 2021, the Group had a solid customer base

of almost 10 million members, including over 7 million in France.

Innovations for a reinvented

customer experience

Digital ambitions to serve the omnichannel

Fnac Darty is reinventing the customer experience and the way

it serves them on a daily basis, both in its stores and on its

increasingly popular e-commerce platforms. This year, for example,

the Group rolled out a nationwide video service for the Fnac and

Darty brands, which enables customers to receive the same quality

advice as from in-store salespeople, even remotely. More than

150,000 exchanges by video/chat have already been carried out in

2021. Thanks to the 1,500 salespeople trained in this new service,

the conversion rate of a web customer using the video service is

two to three times higher than that of a standard web customer.

While this video service is available for all consumer electronics, it

will soon be expanded to other product categories.

In 2021, the Group consolidated its performance on its

e-commerce sites with the gain of 5 million new active web

customers. Online sales remain at a high level, at 26% of total

sales in 2021, despite a very high comparison basis effect in 2020

and show an increase of 7 points compared to 2019. In response

to the growing use of mobile devices by customers, Fnac Darty

has continued to improve customer journeys and has redesigned

the homepage of the fnac.com website. In 2021, mobile trafﬁc

represented 62% of total trafﬁc on the fnac.com and darty.com

e-commerce sites, an increase of 2 points compared to 2020.

Click&collect accounted for 46% of online sales in 2021, up in

all regions, with momentum accelerating sharply in the fourth

quarter by more than 8 points since the previous year. To improve

the omnichannel customer journey, the Group has rolled out the

click&collect service, which is led by a salesperson, to all integrated

Darty stores, increasing the attach rate of accessories and services

to products collected in store by an average of 10% over the year.

This service is also being rolled out to integrated Fnac stores, with

a target completion date of the ﬁrst half of 2022.

The Group has also launched L’Éclaireur Fnac https://leclaireur.

fnac.com/, a digital medium designed to enable French people

to reach educated opinions and choices on the major themes

related to culture and technology. In line with the Group’s desire

to humanize the digital experiences it offers, L’Éclaireur Fnac

allows the greatest number of people to share in the result of

the hours that our teams of enthusiasts spend reading, listening,

(1) Customers who have made at least two purchases in the last 12 months on a rolling basis.

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PRESENTATION OF THE GROUP

Solid results for 2021

Fnac Darty conﬁrms its ambition to achieve, by 2025, at least 30%

of its total revenue on the web, while maintaining a click&collect

rate of 50%. In order to accelerate its digital transformation, the

Group has just announced a key strategic partnership with Google,

focused on Cloud. This partnership is based on the deployment

of the Google Cloud Retail Search solution on the fnac.com and

darty.com websites, in order to increase their performance through

a simpler, more customized and enhanced online shopping

experience for customers. Fnac Darty is the ﬁrst retailer in France

to implement this new Google Cloud solution, a move which aims

to set new standards in terms of online and mobile shopping

experience. This partnership will also enable Fnac Darty to further

improve the management of its activities (managing promotions

more effectively, improving methods for prioritizing after-sales

customer service actions among others) through the integration

of data analytics, Machine Learning and Artiﬁcial Intelligence.

At the same time, in order to adapt to the structural decline in

the audio (excluding vinyl) and video categories in Fnac stores,

part of the assortment areas for these products was reallocated

to categories offering good levers for growth with the opening of

seven Fnac Home ⁽³⁾areas, the development of Toys and Games

areas, and new Urban Mobility areas. In this respect, the Group

has rolled out three XXL Urban Mobility spaces in stores, including

a bicycle and electric scooter repair and maintenance workshop

in partnership with Repair and Run. This partnership conﬁrms the

Group’s commitment to extending the life span of its products.

The Group has also integrated Darty Kitchen corners into some of

its stores to increase store productivity per square meter. Finally,

Nature & Découvertes opened one shop-in-shop in a Fnac store

in 2021 and 6 Nature & Découvertes stores, including 4 new

franchise stores in Portugal, Martinique, Guadeloupe and Réunion.

2 / Promote sustainable consumption

An optimized store network

and an educated choice

Fnac Darty continued to expand its store network in 2021, with

the opening of 55 stores, including 47 franchises. New stores

continued to be opened on an opportunistic basis, such as the

opening of the ﬁrst Fnac store in Senegal, which allowed the Group

to strengthen its presence in Africa, or the opening of the ﬁrst

Nature & Découvertes store in Portugal. The Group is now present

in 13 countries and has 957 stores⁽¹⁾, including 390 franchises, as

at the end of December 2021.

In 2021, as part of its strategic plan Everyday, Fnac Darty has

accelerated its ambition to become a major player in the circular

economy and a promoter of extending the life span of products.

Strengthening information

on product sustainability

Support for customers in making educated choices and

sustainable consumption was stepped up this year with the

creation of a Sustainability Committee, which aims to develop the

Group’s offer toward a more sustainable offer. In this respect, the

fourth edition of the After-Sales Service Barometer was published

and aims to better inform the public about the life span of

77 product families in the household appliances and multimedia

universe, compared to 63 last year. Vanden Borre also launched

its ﬁrst sustainability barometer, which gives an overview of the

overall sustainability per product category and brand in the

segment of large domestic appliances sold by the company.

This barometer is based on the sustainability score ⁽⁴⁾, which

aggregates both reliability and reparability criteria by product.

This score reached 111 in 2021 compared to 105 in 2020,

with a signiﬁcant improvement in the availability of spare parts.

Fnac Darty conﬁrms its ambition to reach a sustainability score of

135 by 2025. The “Sustainable Choice” label, which highlights the

most sustainable products in stores and on the Group’s websites,

was also expanded to Fnac this year and now covers more than

150 products at Fnac and Darty.

Kitchen also continued to expand this year with the opening of

19 points of sale, including 14 dedicated Darty stores ⁽²⁾. At the

end of 2021, the Group had more than 185 Kitchen points of sale,

including 35 stores dedicated exclusively to this offering⁽²⁾.

At the same time, a partnership agreement was concluded this

year with Manor for the rollout of 27 Fnac shop-in-shops within

Manor by the ﬁrst half of 2022, signiﬁcantly enhancing the presence

of the Fnac brand in all regions of Switzerland. In 2021, 9 new

Fnac shop-in-shops have been opened, in addition to the 4 test

shop-in-shops already rolled out at the end of 2020. Through this

partnership, Fnac Darty is aiming for additional revenue of at least

€100 million over the full year.

The Group has also supported the development of its existing

store base by activating various levers to optimize it. Thus, the

Group has reviewed its entire existing stores network and launched

all the necessary action plans for the stores concerned this year,

in order to achieve its objective of having 100% of its integrated

store network proﬁtable by 2025. For example, the Group has

transferred stores from city centers to retail parks in order to

beneﬁt from a more attractive catchment area and transferred

stores to reduce the retail ﬂoor space and thus gain productivity

per square meter.

(1) Excluding Fnac shop-in-shops within Manor stores.

(2) Some Darty Kitchens, exclusively dedicated to this offer, also include a bedding offer.

(3) Excluding Manor.

(4) Sustainability score: average of a reliability score and a reparability score, based on data collected by Fnac Darty’s after-sales service over the last

two years for each product and weighted by the volumes of products sold by the Group in the year in question.

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PRESENTATION OF THE GROUP

Solid results for 2021

Acceleration in product repair

Climate issues integrated into all the Group’s

businesses

Fnac Darty facilitates product repairs by both encouraging

suppliers to embrace eco-design and better informing consumers

about product sustainability. As a result, 2.1 million products were

repaired by the Group in 2021, up from 2020, with a target of

2.5 million products repaired by 2025. Fnac Darty promotes

self-repair by providing usage and maintenance advice via its

collaborative website, https://sav.darty.com/, launched in 2018,

which has recorded a +30% increase in trafﬁc with over 10 million

users in 2021.

The Group has set itself a target of reducing its CO₂emissions

by 50% by 2030, compared to 2019 levels. The scope deﬁned

concerns transport, direct and indirect emissions, and site energy.

In 2021, against a backdrop of strong growth in its business, Fnac

Darty recorded a -14% drop in its revenue-related emissions

compared to 2019. The Group relies on strengthened governance

within a Climate Committee, in order to monitor the trajectory of its

CO₂emissions, draw up action plans, ensure the follow-up of the

roadmaps of the various operational sectors and work toward the

expansion of the low-carbon strategy to other indirect emission

items. In 2022, the ambition is to deﬁne a CO₂reduction target

for scope 3 and to submit it for validation by the Science-Based

Targets (SBT) initiative.

In order to encourage product repairs, the rollout of WeFix points of

sale – the French leader in express smartphone repair acquired in

October 2018 – continued this year, with the opening of 22 points

of sale in 2021, bringing the network to 139 outlets in France at

the end of 2021.

In 2021, the Group also launched the “Informed Delivery” project,

which allows the Group’s customers to estimate the environmental

impact of the various delivery methods when purchasing online.

This tool will help reduce the environmental impact of the Group’s

e-commerce and is in line with the commitments made by Fnac

Darty when it signed the e-commerce charter last July.

The second life of products, a major challenge

for the Group

Fnac Darty has reaffirmed its ambitions in the second-hand

segment by improving the visibility of its second-life offer through

the Fnac Seconde Vie and Darty Occasion brands, in-store and

on the Group’s websites. A partnership with YesYes for the trade-

in of video consoles was also concluded in 2021. In addition, a

Circular Economy Committee was created in 2021 to oversee

projects aimed at reducing packaging, optimizing unsold products,

improving collection and recycling, and recovering materials.

Finally, the Group is also committed to taking back its customers’

old equipment and is the leading collector of WEEE (waste

electrical and electronic equipment) with 52,000 metric tons of

products collected and recycled in 2021, including 46,000 metric

tons in France.

Finally, Fnac Darty has just signed a second agreement with Valeco

for the construction of a solar power plant in France in 2023.

This agreement is in addition to the renewable energy purchase

contract signed at the beginning of 2021 and will enable the

Group to cover 30% of its annual electricity consumption with

green electricity in France, while making a positive contribution to

biodiversity and developing local employment.

A responsible purchasing policy

Aware of the impact of the Group’s indirect purchases, Fnac

Darty is committed to a process of continuous and sustainable

improvement with all the stakeholders in its ecosystem. In this

respect, the Médiation des Entreprises (Business Ombudsman)

has just awarded Fnac Darty the Relations Fournisseurs & Achats

Responsables (“Responsible Supplier Relations & Purchasing”)

label for its indirect purchasing ⁽¹⁾for a period of three years,

thus welcoming the Group into the community of 65 companies

distinguished by public authorities for the sustainable and balanced

relations they maintain with their suppliers on a daily basis.

At the same time, as a leading retailer of cultural products, Fnac

has extended its partnership with the French start-up La Bourse

aux Livres in 2021 to offer a fast and efficient book collection

service, in all Fnac stores in France, in order to give them a second

life.

Fnac Darty has also strengthened its solidarity operations with the

organization of the thirteenth annual Fnac Solidarity Flea Market in

Dijon, the wide-scale book drive for Bibliothèques sans Frontières,

and its partnership with Envie. More than €10 million was donated

to associations in 2021 in the form of financial donations or

products, either directly by the Group to partner associations or

by customers by rounding up purchases at the time of checkout.

(1) Excluding commercial purchasing.

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PRESENTATION OF THE GROUP

Solid results for 2021

Improved results recognized by the major

non-ﬁnancial rating agencies

An enhanced service offering

In a context of strong growth in the network, a new Darty Max

subscriber is a customer with a purchase frequency 1.5 times

higher than that of a Darty customer and with an average checkout

value 25% higher than the average checkout value of a Darty

customer. This is evidence of a deﬁnite increase in value, linked

to our service programs. The Group is committed to developing

a range of offers for Darty Max customers, including exclusive

offers on certain products and free delivery. The Darty Max service

beneﬁted from a high level of subscriber satisfaction with an NPS⁽²⁾

for home or workshop call-out services that is above the Group

average.

Fnac Darty’s concrete commitments in terms of Corporate Social

Responsibility were once again recognized in 2021 by the non-

ﬁnancial rating agencies. Thus, the Group obtained an A- rating

from the CDP, above the average for European companies (B)

and the average for the specialized retail market (B-), and was

also included in the “Leadership” category for the ﬁrst time. This

recognition is in addition to the one obtained last October from

Moody’s ESG Solutions (Vigeo Eiris), which awarded an ESG

score of 54/100, an increase of +6 points in one year, including

+14 points for the environmental component; and the renewal

by MSCI of Fnac Darty’s AA rating for the third consecutive year.

Finally, in 2021, Nature & Découvertes’ B Corp certiﬁcation was

renewed for the third consecutive year.

The Group is continually enhancing the exclusive services and

customer experience of Darty Max subscribers, including the

development of maintenance tips to help prevent breakdowns

and the rollout of a video assistance service to complement the

repair services.

3/ Roll out the reference subscription-

based home assistance service

All of these advances support the Group’s ambition of having more

than 2 million Darty Max subscribers by 2025. Fnac Darty was also

awarded the LSA Innovation Trophy in the “Responsible Brands”

category for its Darty Max repair subscription service. This award

recognizes the Group’s ability to invent the retail environment of

the future.

Acceleration in the number of subscribers

to service offers

Fnac Darty has continued to roll out subscription-based services.

In 2021, the Group recorded strong momentum for its Serenity

Pack service offering, which protects each subscriber against

device piracy and bank data theft with the use of Fnac Sécurité

antivirus and password security via Fnac Mot de Passe, and

prevents the loss of photos thanks to storage on the Fnac Cloud.

Training and recruitment initiatives

to support this new dynamic

In order to support the development of these services and the

resulting increase in call-outs or repairs, Fnac Darty has clearly

expressed its desire to recruit 500 technicians by 2025. In addition,

the Group is eager to maintain the highest quality of service and

places great importance on the regular training of its employees.

To this end, 18 training classes were initiated in 2021, dedicated

to the training of appliance technicians and repairers. The Group

plans to open 21 Tech Academies across France in 2022 to train

its future home appliance technicians.

In addition, the Group is accelerating the rollout of its Darty

Max repair service subscription to become the leader in home

assistance services. The Group has thus developed two Darty

Max offers that are complementary to the ﬁrst offer launched at the

end of 2019, which covers the repair of large domestic appliances.

With these three Darty Max offers, the Group has expanded the

service to the small domestic appliance, TV home cinema, sound,

photo and multimedia segments, covering over 4 million products

to date ⁽¹⁾. The momentum in new customer acquisitions has

accelerated, with nearly 500,000 subscribers by the end of 2021,

compared to nearly 200,000 by the end of 2020, thanks to the

rollout of these offers combined with the use of new distribution

channels such as the possibility of subscribing to the offers on the

web, via the distribution partner Soﬁnco, and even the launch in

early 2021 of the Vanden Borre Life offer in Belgium.

(1) Number of Darty Max subscribers by average number of products per subscriber covered by Darty Max.

(2) Net Promoter Score.

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PRESENTATION OF THE GROUP

Solid results for 2021

FINANCIAL STRUCTURE

The Group’s net cash was €247 million at December 31, 2021

compared with €114 million at December 31, 2020. Free cash-

ﬂow from operations ⁽¹⁾was high, at €170 million, down on the

exceptionally high level of €192 million in 2020. This performance

reﬂects the need to replenish inventories in order to keep pace

with sales momentum, as a result of a controlled purchasing policy.

Operational excellence and ﬁnancial discipline continued to enable

a very solid positive net cash position, against the backdrop of an

unprecedented crisis.

Furthermore, at December 31, 2021, covenants on ﬁnancing were

respected.

Investments amounted to €117 million in 2021, an increase on the

exceptionally low level in 2020. This amount, which includes the

investments necessary to roll out the partnership with Manor in

Switzerland, is in line with the normal level of €120 million indicated

by the Group. However, Fnac Darty anticipates a slight upturn in

its investments beginning in 2022, in line with its strategic plan

Everyday, taking into account the roll-out of 14 additional shop-

in-shops in Manor stores in the ﬁrst half of 2022 and a portion

of the total additional investment of about €40 million over the

plan’s duration, for modernizing and upscaling the Group’s range

of logistics equipment.

At December 31, 2021, the Group’s liquidity position stood at

€1,181 million, on top of which was an unused €500 million RCF.

During the year, Fnac Darty set up a new ﬁnancing structure that

enabled it to:

n repay in full its state-guaranteed loan (Prêt Garanti par l’État –

PGE) of €500 million;

In addition, Fnac Darty is rated by the S&P Global, Scope Ratings

and Moody’s rating agencies. In March 2021, the rating agencies

S&P and Moody’s both raised their outlooks from “negative” to

“stable” associated with their respective Fnac Darty BB and Ba2

credit ratings. Lastly, in May 2021, Scope Ratings conﬁrmed the

Group’s credit rating at BBB- and raised its outlook from “under

review” to “stable.”

n place an OCEANE bond, maturing in 2027, for a total of

€200 million; and

n extend its RCF to €500 million, with a maximum maturity of

2028 and a CSR component ⁽²⁾, and repay the Senior Term

Loan Facility of €200 million, maturing in April 2023.

Finally, in July 2021, Fnac Darty paid an initial ordinary dividend of

€1.0 per share on its 2020 results, totaling €27 million.

This new ﬁnancing structure allows the Group simultaneously to

diversify its sources of ﬁnancing, strengthen its ﬁnancial ﬂexibility

with a long-term maturity proﬁle, and go on optimizing the average

cost of its debt, in line with the strategic plan Everyday’s goals for

generating recurring free cash-ﬂow.

(1) Excluding IFRS 16.

(2) In line with the strategic goals of the strategic plan Everyday, this new credit facility includes a CSR component that will allow the Group to improve its

ﬁnancing terms if the designated targets are achieved.

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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, 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, Toys and Games, 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 2020

Change

from 2020

2021

TV (Video)

Sound

2,829

1,222

496

0.3%

3.5%

3.2%

(3.7%)

8.7%

16.6%

2.9%

Books

4,053

288

21.2%

4.3%

Audio

Photo

Video

215

(17.6%)

(0.1%)

(3.4%)

9.1%

5,457

3,651

3,162

3,318

Gaming

1,777

1,106

6,090

4,049

Telephony

Connected devices

Toys and Games

Stationery

Large domestic appliances

Small domestic appliances

3.8%

(a) Source: GfK, February 2022.

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.

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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, are ready for immediate use, etc. However, this

digitization phenomenon affects each editorial product segment

differently. The segments that are most affected are audio CDs,

DVDs and Gaming ⁽¹⁾. Although the e-book market is growing in

France, the rate of penetration remains low, at 4%⁽²⁾of the market

in 2021.

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 depends heavily on product

innovation cycles and household ownership rates. Innovation and

its impacts are inherently hard to predict.

The special circumstances that continued in 2021, marked by

an unprecedented health crisis, leading to the implementation of

lockdown measures, travel restrictions and curfews, accelerated

digitalization in the retail sector, with e-commerce increasing its

share. According to Fevad⁽³⁾, e-commerce revenues increased by

+15% in 2021, led by estimated increases in online product sales

of +7% and 24% in services. With 2.1 billion transactions carried

out online in 2021, an increase of +16% compared to 2020, the

weight of e-commerce increased by almost +1 point in 2021,

representing 14% of retail trade. However, this strong growth

slowed in the fourth quarter of 2021, linked to the effects of a high

basis for comparison (with e-commerce growing by +17.6% during

Q4 2020) and store opening conditions that were more normal

than they had been in the fourth quarter of 2020.

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 or societal events can disrupt the “purchase-maturity-

replacement-multiple device” growth cycle, producing strong

acceleration or deceleration effects. For example, the global

health crisis in recent years has resulted in a huge increase in

remote working and learning from home, which has led to a sharp

growth in ownership of multimedia products. This has also led

to an upgrade in IT products (a trend towards thinner and lighter

computers, with superior screens and greater processing power,

the growth of gaming computers, etc.).

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;

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

and consumers are now replacing their electronic devices at an

ever-increasing rate.

This can be seen in the explosion of the smartphone market, which

has given rise to new product categories, with a surge in demand

for connected devices in particular.

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;

Consumers are placing increasing importance on services related

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

sales service.

(1) At 31%, source SELL (Syndicat des éditeurs de logiciels de loisirs, the leisure software publishers’ syndicate), end of November 2021.

(2) GfK, annual conference, February 8, 2022.

(3) Fevad, cumulative average for Fnac and Darty for 2021.

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PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

The health crisis also resulted in a significant increase in the

amount of time spent at home, and the closure of theaters

and cinemas created a desire among consumers to purchase

entertainment products, generating high demand for wide-screen

televisions and games consoles.

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 during the ﬁrst lockdown and the measures

imposed by governments to limit in-store traffic in order to

contain the pandemic. However, 2021 was marked by an upturn

in this category, driven by a wealth of new releases, particularly

comics with the new Asterix album and manga, but also by the

introduction of the Culture Pass in France in May, which provides

all 18-year-olds with a €300 voucher to spend on books, audio

and video products, or shows in all Fnac stores.

The white goods market is primarily dependent on consumers

replacing household equipment, although it has been signiﬁcantly

boosted – mainly with regard to built-in and integrated appliances

– by the sustained trend toward redesigning ﬁtted kitchens (remote

working and home leisure). The small domestic appliance market

remains strong, especially in floor care (carpet sweepers and

robots) and breakfast (espresso grinders). The innovation cycle

has picked up since 2021 after a break in 2019 and 2020.

Gaming continued to benefit from strong interest in the

next-generation PlayStation and Xbox consoles, released in

November 2020, which were particularly affected by the inventory

shortages that impacted industry worldwide. Furthermore, the

health crisis also beneﬁted this category as a result of lockdowns

and the increased time spent at home.

In 2021, the extension of the health crisis and the resultant health

restrictions, such as periods of lockdown and mandatory remote

working, changed how consumers viewed 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 2021 with the exception of the Air Conditioners and Fans

segments, where sales were negatively impacted by a lack of

heatwaves compared to 2020.

In recent years, the Group’s diversification has accelerated,

particularly through the Toys and Games, and Urban Mobility

segments:

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

games, construction sets, and ﬁgurines;

Consumers pay attention to the services associated with these

products (warranties), including the delivery and collection of

equipment, particularly in the large goods sector.

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 government subsidies 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.

This trend continued in 2021 thanks to the sustained increase

in remote working, which gives people the freedom to choose

their method of transportation depending on their preference

and/or the weather, removing the limitations of a monthly or

annual travel card.

The editorial products market depends on the publishing schedule

for new items. In reality, the slowdown of this market is a sign of

the changing times 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.

1.4.3 / A DIVERSIFIED PRODUCT AND SERVICES OFFERING

The Group is able to provide a balanced offering, built around

product categories with complementary growth and margin

profiles, across different distribution channels, including own

stores, franchised stores, Group websites, and Marketplace.

set out in the French Anti-Waste Law for a Circular Economy

(loi anti-gaspillage pour une économie circulaire – AGEC). This

management of unsold and so-called “non-saleable” (obsolete,

outdated, etc.) products has become a priority development area

for the Group in recent years. The “second life” business, which is

growing rapidly, is developing several recovery channels: the resale

of second-hand products, the resale of out-of-service products to

discounters, and donations to charity.

The Group sells not only new products but also “second life”

products in all of the product categories mentioned below, thus

meeting consumers’ high expectations as well as the obligations

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PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

1.4.3.1 / Consumer electronics offering

1.4.3.2 / Editorial products offering

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

consumer electronics, which includes photography, TV & video,

sound, computing, telephony and connected devices. In 2021, the

Group generated consolidated revenue of €3,910.7 million from

consumer electronics sales, representing 49% of its consolidated

revenue.

Physical products offering

Editorial products include books, music, video, and gaming

products. In 2021, the Group generated consolidated revenue of

€1,305.1 million from the sale of editorial products, representing

16% of its consolidated revenue.

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. In 2021, the Group additionally rolled out a

nationwide video service across all of its integrated Fnac and Darty

stores with the aim of bringing the expertise of its salespeople to

its e-commerce sites.

Fnac, France’s leading bookseller ⁽¹⁾, leads the way in its

markets, offering the largest range on the market with almost

500,000 titles sold. In 2021, the Group sold more than 50 million

books in France.

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

140,000 titles.

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

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

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.

In the gaming segment, Fnac has a catalog of 9,200 titles in

France, including 3,000 second-hand video game titles.

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 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.

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.

(1) Source: Livres Hebdo, August 2021, ranking of 400 booksellers in France.

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PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

Fnac Darty also digitalized its cultural promotion with the launch

of L’Éclaireur Fnac (https://leclaireur.fnac.com/), a digital medium

for facilitating informed opinions and educated choices. The

objective of this new medium is to help readers by providing

content designed to inform their opinions and choices on major

cultural and technological issues. This platform will be supplied

with existing prescriptive content, such as that from Claque

Fnac or Labo Fnac, but also with new content that will help to

strengthen online interactions with customers. In the context of

health restrictions particularly affecting the cultural world, this

platform has enabled the Group to present its cultural events in

new hybrid formats, such as the Fnac Livres book fairs and Fnac

Live concerts, thereby facilitating access to culture for all.

The Group is committed to manufacturing solid own-brand

products by integrating Corporate Social Responsibility criteria into

the processes and documents that frame its supplier relations in

order to guarantee the safety and satisfaction of its customers

during their use of these products. As such, over the course of

the year Fnac Darty conducted a total of 94 audits of factories that

manufacture own-brand products for the Group, primarily based

in China. Factory audits cover a total of 103 different points –

including 27 points relating to social and environmental issues,

and 76 points concerning production quality. The number of

“unscheduled” audits almost doubled in 2021. All the actions put

in place are outlined in section 2.5.5.4 “Prevention and mitigation

measures” of this document.

1.4.3.3 / Domestic appliances product

1.4.3.4 / Other products and services

offering

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

services offering. In 2021, other products and services accounted

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

White goods include small and large domestic appliances. Large

domestic appliances include products such as refrigerators,

washing machines, dishwashers, dryers, microwaves, and

cookers. Small domestic appliances include the Floor Cleaning

segment with vacuum cleaners; kitchen appliances and

accessories, such as food preparation appliances; the breakfast

universe with coffee makers and espresso machines; and laundry

care with, for example, irons; in addition to beauty and health

products, such as hair dryers and electric razors. In 2021, the

Group generated consolidated revenue of €1,755.1 million from

domestic appliance sales, representing 22% of its consolidated

revenue.

A / Services and subscriptions

Repair services

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

through ﬁve after-sales service workshops (four of which are repair

workshops and one a subcontracting hub), 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

2021, the Group had 16 Darty service areas. Furthermore, both

brands offer in-store or at-home training services, and installation

of equipment at home.

Sales of large domestic appliances were mainly related to product

replacement and the behavior of the ﬁtted kitchen market (the

multiple lockdowns accelerated its revival). 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

2021, the increase in time spent at home and stricter observance

of health and hygiene rules as well as rising consumer awareness

of the importance of using their domestic appliances, which are

seeing more use than ever before, led to strong sales momentum

throughout the year.

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.

Furthermore, the acquisition of WeFix in October 2018, a French

leader in express smartphone repair, and of PC Clinic in Portugal

supported the Group’s aim of positioning Fnac Darty as a leading

player in smartphone repair and associated services, while offering

customers an enhanced ecosystem.

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 as the market’s mid-range option. 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).

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PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

In late 2019, Darty launched a brand new subscription-based

Financing

repair service that was initially 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. In June 2021, the Group subsequently expanded

Darty Max to include new product categories: small domestic

appliances, home cinema TV, sound, photography, and

multimedia. As a result of this expansion, three separate offers

are now available to customers: Darty Max Essentiel at €9.99 per

month incl. tax, Darty Max Évolution at €14.99 per month incl. tax,

and Darty Max Intégral at €19.99 per month incl. tax. The Group

also relies on B2B partnerships to roll out Darty Max on a larger

scale. As such, the ﬁrst distribution agreement was concluded in

2021 with Soﬁnco, a subsidiary of Crédit Agricole SA specializing

in consumer ﬁnance, enabling the Group to offer Darty Max to

a wider audience thanks to Sofinco’s specialist expertise and

its customer base. In addition, the Group launched two Vanden

Borre Life offers in Belgium in 2021. The ﬁrst offer covers unlimited

repairs of large domestic appliances for €12.99 per month, while

the second includes televisions on top of this for €14.99 per

month.

Fnac Darty develops and offers its customers solutions to make

technological innovations and the best products accessible to

as many people as possible, notably in partnership with Crédit

Agricole Consumer Finance in France.

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. 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 access to special product offerings, VIP

shopping nights, ﬂexible ﬁnancing offers and interest-free credit.

Rental

Since 2018, Fnac Darty has 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.

These complementary offers aim to better meet customers’

expectations in terms of repairs, but they also represent another

step towards Fnac Darty’s transformation of its business 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

With digital technology assuming an increasingly important role

in customers’ lives, Fnac Darty has developed a comprehensive

range of services to support customers in connection with product

categories such as computers, telephones, and televisions, in

which the Group operates.

The two brands, Fnac and Darty, offer their customers the

subscription-based “Serenity Pack” (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 has been extremely popular since

2020, in line with the strong momentum for purchasing equipment

to allow remote working. This service can be supplemented

by subscriptions for consumables that, for example, provide

automatic delivery of ink cartridges when ink levels are low.

Insurance and warranty

Both brands sell warranty extensions in addition to the statutory

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. The brands also offer insurance

policies for damage/theft and loss of telephony and multimedia

devices, which can be combined with service packs for even

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

Furthermore, Fnac Darty is positioning itself as an intermediary

by offering internet and telephony subscriptions (in partnership

with Free and Bouygues Telecom), and energy subscriptions

(electricity and gas) in partnership with Engie and Sowee, as

well as subscriptions for Canal+, Deezer, and Microsoft Xbox All

Access.

Lastly, Darty launched a subscription-based repair service, Darty

Max, at the end of 2019 (see the above paragraph on “Repair

services”).

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PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

B / Fees

C / Customer loyalty

Marketplace

Membership cards

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 17 million active products are available through the

Group’s Marketplaces.

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 three times as much

in store as non-members.

The revenue generated by Fnac Darty comes from a percentage

of the commissions taken by the Group on sales made by

Marketplace sellers as well as from a monthly subscription.

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. Darty+ customers can also beneﬁt from

exclusive rates for a 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 platforms allow more than 4,000 professional 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.

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 Promoter Score (NPS) of all its resellers to ensure the

quality of its Marketplace is maintained.

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 them an

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.

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 2.5.5.4 “Prevention and mitigation measures” of this

document.

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 revenue at the relevant sales point, and must

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

of consumers.

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.

At the end of 2021, Fnac Darty had 390 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.

At the end of December 2021, Fnac Darty 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 on expanding

its loyalty programs and its membership base, ensuring a real

competitive advantage for the Group.

At the end of December 2021, Fnac+ and Darty+ had 2.2 million

members.

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PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

Fnac (https://leclaireu r .fnac.com/), a digital medium that supports

consumers by providing content intended to inform their opinions

and choices on cultural issues. The site has already attracted

more than 500,000 unique visitors per month since its launch last

October. In the context of health restrictions affecting the world of

culture and entertainment in particular, this platform has enabled

the Group to present its events in new hybrid formats, such as

Fnac Live’s 10 livestream concerts, which recorded more than

500,000 views.

D / Other activities

Kitchen

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 2021 with the opening of

19 new spaces in France. At the end of 2021, the Group had more

than 185 Kitchen points of sale, including 35 stores dedicated

exclusively to this offering.

Toys and Games

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.

Ticketing

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 Tick&Live and Eazieer (B2B sector).

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.

Stationery

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.

In terms of the B2B sector, the France Billet subsidiary Tick&Live

(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.

Urban Mobility

Since 2017, Fnac Darty has made a signiﬁcant contribution to

developing the market for scooters and democratizing soft/urban

mobility vehicles (hoverboards, electric unicycles, etc.).

In 2019, Fnac Darty, 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 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

has since opened a corner dedicated to this brand in Fnac Ternes.

In November 2019, Fnac Darty strengthened its positioning in

the market for new electric means of transport by marketing

electric bicycles, in particular with the Velair brand and then via an

exclusive partnership with Angell Bike signed in 2020.

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 and developed an electric

bicycle offer with several brands (including Le Vélo Mad bicycles

manufactured in Rouen, and Peugeot electric bicycles). 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, again in 2020, 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.

Ticketing activity was heavily penalized in 2020 due to the

restrictive measures that have affected the entertainment industry.

These measures remained in force until the end of the ﬁrst half

of 2021. With the gradual easing of the restrictions, the Group

recorded a very gradual recovery in ticketing, with a pickup in sales

in the last quarter of 2021.

At the same time, and to offset the impact of the health crisis on

the entertainment industry, the Group continued with its efforts to

support the world of culture. As a result, Fnac launched L’Éclaireur

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PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

In 2021, Fnac Darty continued to invest in the mobility sector by

establishing a new merchandising concept in 15 stores, devoting

25–120 m²of retail space for this purpose. These spaces

facilitate the roll-out of the product offer and the entire associated

ecosystem, from add-ons and services (theft and damage

insurance, long-term rentals) through to repairs. The Group

additionally partnered with Repair And Run, a start-up specializing

in the repair and maintenance of bicycles and electric scooters,

and established three corners, in one Fnac store (Bordeaux) and

two Darty stores (République and Rouen Tourville). This partnership

is fully aligned with the Group’s commitment to extending the

lifespan of its products. The Group also invested in training its

teams through the Fnac Darty Academy; a total of 140 salespeople

beneﬁtted from a practical, hands-on training day.

Well-being, décor, and miscellaneous

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.

A dedicated décor offer has been rolled out in around 30 stores,

providing customers with products such as terrariums, lighting,

and “zero waste” products.

The establishment of six Miniso corners in Fnac stores in 2021

strengthened the positioning of the Fnac brand in the Gift segment,

expanding the selection of gift ideas with a range of Japanese-style

products that reﬂect the explosion of the manga trend in France.

Lastly, the gift boxes offer also helps to meet consumers’ needs in

relation to gastronomy, travel, and well-being.

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 and retail parks, as well as in train stations and

airports, in order to adapt to the trafﬁc in each area served. The

Group also has 7 Proxi Darty outlets in System U hypermarkets,

7 Proxi Darty outlets in Intermarché stores, and 1 Fnac shop-

in-shop within an Intermarché store, along with the 23 Proxi

Fnac outlets in Intermarché shopping malls. Alongside this, in

November 2018 Fnac Darty opened 2 Darty shop-in-shops in

the Carrefour hypermarkets of Ville-du-Bois and Limoges. Finally,

the Group entered into a partnership in Switzerland with Manor in

order to take back control of the brand’s culture and consumer

electronics divisions. 13 Fnac shop-in-shops were opened in

Manor stores in late 2021.

1.4.4.1 / Presence in France

and Switzerland

The Group has a network of 798 stores in the France and

Switzerland region, 385 of which were operated as franchises at

the end of 2021.

The Fnac banner has 232 stores, while Darty has 465 stores

and Nature & Découvertes has 101 stores ⁽¹⁾. The store network

expanded with the opening of 52 stores over the period, including

47 operated as franchises (33 Darty franchised stores, 10 Fnac

franchised stores in mainland France and French overseas

territories – including 7 Fnac proximity format stores, 2 Fnac Travel

retail stores, and 1 traditional store – and 4 Nature & Découvertes

franchised stores, including 1 in a retail park). 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. In 2021, the Group continued its expansion in Africa, with

the opening of the ﬁrst Fnac store in Senegal in partnership with

Mercure International, a leading retail and distribution company that

is well established in Africa. The Group previously collaborated with

the company when launching its brands in Congo and Cameroon.

Senegal is the thirteenth country in which Fnac Darty operates.

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.

(1) Including four stores in Belgium, one store in Luxembourg, one store in Portugal, and seven franchises in Switzerland.

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PRESENTATION OF THE GROUP

Fnac Darty markets and oﬀering

In late 2020, Fnac launched a test phase with Manor lasting

several months, for the roll-out of 4 shop-in-shops in Switzerland.

At the end of this successful pilot phase, the partnership continued

with the opening of 9 new shop-in-shops in 2021. The current

ambition is to open 14 additional shop-in-shops by the end of

the ﬁrst half of 2022. This partnership is helping both brands to

strengthen their respective positions in the Swiss market.

The Group welcomed more than 121 million visits to the country’s

Fnac and Darty stores in 2021 despite numerous health restrictions

(lockdown/limits on in-store trafﬁc) that hindered footfall in 2020

and 2021. Conversely, these measures led to an explosion of trafﬁc

on digital platforms. As a result, Fnac Darty is the third biggest

e-commerce player in France in terms of the average number of

unique visitors per month⁽¹⁾.

The Fnac Switzerland subsidiary successfully launched its own

e-commerce site in 2016.

Key ﬁgures

2019

2020*

2021*

Revenue

€6,030.7 million

€256.7 million

4.3%

€6,227.9 million

€193.8 million

3.1%

€6,700.9 million

€244.6 million

3.6%

Current operating income

Operating margin

2020 and 2021 were 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 continued to

affect in-store trafﬁc in 2021. As result, the Group received nearly

46 million in-store visits in 2021. 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 2021, the Group had a network of

74 Fnac stores in the Iberian Peninsula, including three new

integrated stores in Spain that opened during the year.

The ﬁrst Nature & Découvertes store in Spain opened in 2019, in

the form of a shop-in-shop in a Fnac store in Barcelona. Lastly,

the ﬁrst Nature & Découvertes store in Portugal opened in Lisbon

in 2021.

Key ﬁgures

2019

2020*

2021*

Revenue

€722.3 million

€25.0 million

3.5%

€653.8 million

€8.4 million

1.3%

€701.5 million

€10.8 million

1.5%

Current operating income

Operating margin

2020 and 2021 were marked by an unprecedented crisis that impacted the gross margin rate and the operating margin for the Iberian Peninsula zone.

Diversification also remains a development factor in Belgium,

where the roll-out of corners dedicated to small domestic

appliances continued in 2021.

1.4.4.3 / Presence in Belgium-Luxembourg

At the end of 2021, the Group had a network of 85 stores under

the Fnac and Vanden Borre brands in Belgium and Fnac in

Luxembourg.

The Group recorded more than 14 million in-store visits in the

region in 2021, and each brand has its own website.

Key ﬁgures

2019

2020*

2021*

Revenue

€595.6 million

€11.6 million

1.9%

€608.9 million

€13.1 million

2.2%

€640.1 million

€15.4 million

2.4%

Current operating income

Operating margin

2020 and 2021 were 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) Fevad, cumulative average for Fnac and Darty for 2021.

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PRESENTATION OF THE GROUP

Group strategy and objectives

1.5 / Group strategy and objectives

In February 2021, the Group launched its strategic plan Everyday

for 2025. This reﬂects the Group’s ambition to be – both on a daily

basis and over the long term – consumers’ key ally, helping them

to be sustainable in their consumption habits and in their daily

household tasks.

This 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.

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 half

of the Group’s investment budget for the period of the plan will be

devoted to supporting digital growth, particularly to modernizing

and mechanizing the logistics platform.

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 Group is of the ﬁrm belief that stores are the cornerstone

of this new retail. Also, 100% of our integrated stores will 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.

Omnichannel retail will be humanized by showcasing the spirit of

stores on the web and by investing in the expertise of the sales

team.

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 of trust 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 digital

platform L’Éclaireur Fnac will all strengthen online interactions with

customers.

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 click&collect,

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.

Advice and digitalization will be increased at all levels – the Group

plans to invest in training its employees on how to 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

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 5,000 sales people in France.

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PRESENTATION OF THE GROUP

Group strategy and objectives

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 ever more

visible with Everyday.

products on their reliability and the availability of spare parts. It

is a unique and independent indicator created by Fnac Darty,

which weights the volumes of each product sold in the year of 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 be strengthened (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.

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 111 in 2021). These scores are based on our after-

sales repair database – the only one on the market – which rates

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.

The Group also relies on B2B partnerships to achieve this

objective. One such example of this is the distribution agreement

signed at the beginning of 2021 with Soﬁnco, a subsidiary of Crédit

Agricole SA specializing in consumer ﬁnance, which is enabling

Darty Max to be rolled out on a larger scale thanks to Soﬁnco’s

specialist expertise and its customer base.

Fnac Darty laid the foundations for this service for large domestic

appliances with the launch of Darty Max at the end of 2019. This

was followed by the launch of Vanden Borre Life in Belgium in

early 2021. The Group expanded its Darty Max offer in 2021 to

include new product categories: small domestic appliances, home

cinema TV, sound, photography, and multimedia. As a result of

this expansion, three separate subscriptions are now available

to customers: Darty Max Essentiel at €9.99 per month incl. tax,

Darty Max Évolution at €14.99 per month incl. tax, and Darty Max

Intégral at €19.99 per month incl. tax. These supplementary offers

aim to better meet customers’ expectations in terms of repairs and

can cover the entire home environment. The Group had nearly

500,000 Darty Max subscribers at the end of 2021 and aims to

reach at least 2 million Darty Max subscribers by 2025.

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.

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.

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.

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PRESENTATION OF THE GROUP

Group strategy and objectives

1.5.4 / FINANCIAL OUTLOOK AND MID-TERM AMBITIONS

Against the backdrop of the Covid crisis in 2020 and 2021,

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 in consumer 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;

With Everyday, Fnac Darty aims to:

n free cash ﬂow from operations ⁽¹⁾of at least €240 million each

n increase its revenue, which will come primarily from accelerated

growth in online sales and continued opportunities for

expansion in growth markets;

year, starting in 2025.

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 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;

In 2021, the Group reactivated its policy of giving a return to

shareholders and is aiming for a distribution rate of at least 30% in

the medium term. In 2021, the Group also distributed a dividend

of €1.0 per share for 2020 and aims to increase the amount per

share from 2022, with a proposed payment of an ordinary dividend

of €2.0 per share for 2021⁽³⁾.

n continue its program to reduce operating costs, which will more

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) Subject to the approval of the General Meeting of the shareholders of May 18, 2022.

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PRESENTATION OF THE GROUP

Innovation, brands, research and development

1.6 / Innovation, brands, research and development

1.6.1 / 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 logistics, and improving its working methods.

Lastly, in addition to collaborating with start-ups, Fnac Darty is

committed to fostering more disruptive innovation in its business

lines through discussions on the development of new activities

in line with the start-up model, or even on Web 3.0 and its

implications.

1.6.1.1 / An ambitious Open Innovation

1.6.1.2 / A data-driven strategy

approach

The new frontier of digital innovation and transformation is that

of data.

The Group initially formulated an Open Innovation approach

to support the business lines, based on an internal network of

approximately 60 Innovation Ambassadors representing each

department, an external network of VC fund partnerships (with

Daphni, Raise, 50 Partners, Plug & Play, BPI, Spring Invest,

Partech Partners, etc.), and the introduction of tools to facilitate

the launch, roll-out, and monitoring of proofs of concept (POCs).

This approach is overseen by a committee that meets monthly,

chaired on a rotational basis by a Comex member, and comprises

around 50 members. The committee has its own budget funded

by the Strategy and Transformation Department.

In 2021, the Group adopted a comprehensive data strategy, which

aims to enable Fnac Darty to become data ﬂuent. The challenge

is twofold: enabling better management of activities on a daily

basis by the large majority via the use of data-driven analyses, and

accelerating advanced uses of data via artiﬁcial intelligence (AI).

Initiatives were implemented in 2021 to that end, such

as optimizing the fnac.com search engine, improving the

management of promotions, and better prioritizing after-sales

service calls by means of dedicated AI built within the Group. To

fulﬁl this data ambition, Fnac Darty is strongly committed to the

Move to Cloud and to restructuring its data models. At the same

time, data knowledge and data quality were improved in 2021

through the introduction of a governance system and dedicated

action plans, particularly in terms of customer data.

Since adopting this approach, approximately 20 POCs have been

conducted each year. A proactive approach is taken to identifying

start-ups that meet the needs of the business lines, collaborations

with start-ups are structured and closely monitored to maximize

the organization’s ability to roll out a POC on a large scale, and

acculturation of as many people as possible is treated as a priority.

In addition, Fnac Darty participates in various events to promote

innovation and relationships between large groups and start-ups.

For example, the Chief Executive Ofﬁcer sponsored the 2021 LSA

Innovation Awards and Darty Max was awarded the Innovation

Trophy in the “Responsible Brands” category.

To accelerate this trajectory in 2022, the Group recently signed a

strategic partnership with Google, based on three pillars:

n rolling out the Google Cloud Retail Search solution on the

fnac.com and darty.com sites in order to continuously improve

customer satisfaction and increase conversion, thanks to

improved performance on the part of its search engines;

Examples of the POCs implemented include the collaboration with

the start-up DialOnce, whose solution helps customers contacting

Fnac Darty by guiding them to the best resolution via the most

appropriate channel (for example, directing unanswered calls to

a digital route) and the collaboration with the start-up Mayday,

whose solution enables the Group to better manage its entire

after-sales knowledge base by centralizing all information and

making it accessible in different forms (operating methods, video

tutorials, etc.).

n integrating data analysis and processing tools, machine learning

(ML), and artiﬁcial intelligence (AI) to improve both operational

efﬁciency and the customer experience, and to drive innovation

in terms of the services provided;

n staff training and education on relevant issues and on the data

and AI culture using Google’s experience.

The aim of this new partnership focusing on the use of data is

to accelerate the digital transformation of the Group against

a backdrop of far-reaching change in business, to boost and

increase its capacity for innovation through its wealth of data, and

to offer its customers enhanced offers, experiences, and services.

Furthermore, after investing in the Daphni fund in 2016, Fnac

Darty wished to strengthen its ties with Raise and recently

invested in its new vehicle Raise Seed for Good, the ﬁrst European

venture capital fund to integrate ESG criteria into its investment

and support strategy right from the seed stage to promote the

emergence of future European leaders in responsible tech.

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PRESENTATION OF THE GROUP

Innovation, brands, research and development

1.6.2 / BRANDS, RESEARCH AND DEVELOPMENT

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 1,152 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 1,545 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 15 brands.

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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 revenue at the relevant sales point. There were 390 stores

operating under this model at the end of 2021.

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 2021, Fnac had 319 stores in total, including

232 stores in France⁽¹⁾. Fnac opened 14 stores in 2021 (compared

to 13 in 2020), including four outside France (three in Spain and

one in Senegal).

With a network of 957 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.

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 Darty stores 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. Darty opened 35 stores in

2021, all in France (33 franchises and 2 directly owned). At the

end of 2021, Darty France had 465 stores, including two located

in Tunisia, and Vanden Borre had 72 stores in Belgium.

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 Google, Devialet or Samsung.

Fnac is also developing new store formats, aimed at diversifying

its offering and adjusting to changing consumer trends. These

new formats are:

Nature & Découvertes operates across a network of 101 stores,

the majority of which (88 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. Furthermore,

since it was acquired by Fnac Darty, Nature & Découvertes has

opened seven shop-in-shops in Fnac stores (one in 2021) and

12 stores (six in 2021), including two integrated stores and four

franchises, enabling it to expand its store network at a limited cost

and reach a new audience. The Group opened its ﬁrst shop-in-

shop in Spain in 2019 and its ﬁrst franchised store in Portugal in

2021, representing two new markets. Three additional franchises

were opened in 2021 in Guadeloupe, Martinique, and Reunion.

The three Nature & Découvertes stores in Germany were closed

in 2020, in order to reposition the brand in its key markets.

Nature & Découvertes will rely on the Group’s existing operational

capabilities to continue increasing its geographical coverage and

to expand, primarily in France.

n the Travel format (railway stations, airports and duty-free areas),

with 32 stores at the end of 2021, including 30 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 90 stores at the end of 2021. During

this year, the Group opened seven stores in France and was

able to capitalize on partnerships concluded with Intermarché

and Vindemia for the Proximity format; and

n the Connect format (dedicated to telephony and connected

objects), with 18 stores at the end of 2021 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.

Finally, the Group acquired WeFix, the French leader in

express smartphone repair, in October 2018. With more than

200,000 repairs carried out in 2021 and 487 employees, WeFix

operates a network of 139 service areas, including 73 corners,

10 stores, and 56 shop-in-shops, all of which are in France. In

2021, WeFix opened 22 new sales spaces.

(1) Including 12 stores outside France: 2 in Tunisia, 3 in Morocco, 1 in Congo, 1 in Cameroon, 2 in Ivory Coast, 1 in Senegal and 2 in Qatar.

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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

161

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

2015

60 to 300 m²Airports and railway stations

Editorial products

on hot topics

Consumer electronics

focused on mobility

80 to 100 m²

for dedicated

stores

City centers

Shop-in-shop

Telephony and

connected objects

Darty/Vanden Borre network

Traditional integrated

1968

2014

1,500 m²

600 m²

Proximity to large cities –

shopping malls

Entire offering

294

242

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

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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

as of December 31, 2021, in the various countries where the

Group operates. The Group’s geographical locations are described

more fully in section 1.4.4 of Chapter 1 “Geographical breakdown”.

Customer retail

Stores (including franchises)

Number of sites

area (in m²)

France^(a)and Switzerland^(b)

Iberian Peninsula

798

793,000

100,000

89,000

Belgium and Luxembourg

TOTAL

957

982,000

(a) Including 14 Fnac and Darty stores located outside France and all Nature & Découvertes stores.

(b) Excluding 13 Fnac shop-in-shops within Manor stores.

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, 1 warehouse and

9 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 2.4 of Chapter 2 “Reduce

impacts on the climate” of this 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 from operating

activities and investments” of this document.

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PRESENTATION OF THE GROUP

Regulatory environment and changes

1.8 / Regulatory environment and changes

1.8.1 / REGULATORY ENVIRONMENT

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 the extended producer responsibility

(EPR) principle, a mandatory scheme under which producers,

importers, and distributors are responsible for financing and

organizing the management of waste generated by their products.

This involves membership of an eco-organization, the payment

of an eco-contribution, and, in some cases, the recovery of used

products.

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 AGEC law enacted on February 10, 2020, created new

EPR schemes: in addition to packaging, electrical and electronic

equipment (EEE), batteries and accumulators, and furniture, as

of January 1, 2022, DIY and gardening items, sports and leisure

items, and toys are also covered. The AGEC law also extended

the obligations in terms of free take-back services at stores or

places of delivery. As a result, as of January 1, 2022, items of

furniture, single-use gas canisters, and batteries will be added to

the electrical and electronic equipment scheme, depending on a

company’s revenue threshold and sales area. As of January 1,

2023, DIY items, sports items, and toys will be included too.

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 (see section 2.5.2 of Chapter 2 of this Universal

Registration Document).

In addition, the Group’s activities in France are 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.

Furthermore, Fnac Darty actively supported the adoption of the

law in France aimed at strengthening the book economy and

enhancing fairness and trustworthiness among industry players,

which was promulgated in the Journal ofﬁciel on December 30,

2021. This law stipulates a minimum delivery fee for home book

deliveries. This law will enter into effect six months from the date

of the publication of a decree setting out the pricing scale. The

Group is taking part in the consultations during the draft phase of

this regulatory text.

From January 1, 2021, the AGEC law also requires companies

to disclose information about the availability of spare parts and

stipulates the mandatory application of a repairability index for

several types of device or appliance: smartphones, laptops,

front-loading washing machines, TV sets, and lawnmowers.

The manufacturer of the appliance must give 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 produced by the French Ministry for Ecological

Transition. Fnac Darty, which ﬁrst implemented this project on an

experimental basis for certain appliances in 2018, has been one of

the ﬁrst retailers to display this index, thereby providing consumers

with simple information as soon as they make a purchase in store

or on its website for the products concerned. In 2022, this index

will be expanded to cover new product categories: vacuum

cleaners, dishwashers, top-loading washing machines, and

high-pressure cleaners. From 2024, the repairability index will be

replaced by a sustainability index, with criteria that will be deﬁned

by law: the Group is playing an active role in the consultations on

this matter.

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 2.5.5 “Vigilance Plan” of Chapter 2 of this

document).

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PRESENTATION OF THE GROUP

Regulatory environment and changes

To support and anticipate the creation of low emission zones

governed by the French Mobility Orientation Law (loi d’orientation

des mobilités – LOM) and supported by the French Climate Bill (loi

Climat), the Group is launching a greening program for its vehicle

ﬂeet (see section 2.4.4.4 “Goods transportation and business

transportation” of this Universal Registration Document).

the groundwork for more sustainable development of the sector,

by means of ten commitments around four themes (consumer

information, packaging, warehouses and deliveries, and

monitoring). Some of the commitments set out in this Charter have

already been fulﬁlled by the Group. These include the systematic

consolidation of shipments of products ordered at the same time

(unless requested otherwise by the consumer) as well as steering

consumers towards more environmentally friendly products,

achieved by means of a “sustainable choice” pictogram and the

annual publication of the Group’s “After-sales Service Barometer.”

Furthermore, the Group has released the “informed delivery” tool

on both its websites. This informs consumers of the CO₂emissions

generated per kilogram transported for each delivery option

(excluding packaging, upstream transport, and customer travel)

and gives them the option of calculating the CO₂footprint of their

delivery using an eco-calculator.

These regulatory matters all mirror the Group’s commitments

to sustainability and are coordinated by a dedicated committee

supported by a sponsor from the Executive Committee.

In terms of voluntary commitments, Fnac Darty was one of

the architects and first signatories in July 2021 of the French

Charter of Commitments for Reducing the Environmental Impact

of E-Commerce (charte d’engagement pour la réduction de

l’impact environnemental du commerce en ligne), which lays

1.8.2 / RESPONSIBLE LOBBYING

Fnac Darty participates in discussions that may affect its

environment, by presenting its actions and innovations to the

public authorities, by participating alongside the authorities in

discussions prior to the drafting of legislative and regulatory texts,

and by defending its positions and proposals during hearings with

the government, parliamentarians, local elected representatives,

or independent authorities.

innovative proposals thanks to its operational experience, but also

to warn about the economic, social and environmental risks to

which certain measures might expose the sector’s stakeholders.

In the latter case, the Group is responsible for working proactively

on compromise solutions that are satisfactory and acceptable to

all stakeholders.

Its approach to interest representation alternates between its own

commitments and participation within groups of stakeholders

under the aegis of the professional federations – national or local –

of which it is a member.

The Group aims to support political objectives in terms of a

commitment to a more circular economy, consumer protection,

and equal treatment of economic operators, while preserving the

interests of the companies concerned.

Fnac Darty makes an annual declaration of all its activities with

national public officials as well as the sums allocated for its

lobbying activities to the French High Authority for transparency in

public life (Haute Autorité pour la transparence de la vie publique).

The Group provides technical expertise useful for political decision-

making in a fully transparent manner. As part of a constructive

approach with the public authorities, the Group is able to promote

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Corporate Social

Responsibility

Governance and CSR strategy

2.4

Reduce impacts on the climate

105

2.4.1 / Dedicated governance to incorporate the issue

at all levels of the Company

106

2.1

Develop our most valuable

asset: people

2.4.2 / Climate issues incorporated into the Company’s

strategic project

107

2.1.1 / Develop gender equality, quality of life

at work and commitment

2.4.3 / Strengthened management of climate risks

and opportunities

110

2.1.2 / Develop skills and employability

2.4.4 / Reduction objectives, indicators and performance 111

2.1.3 / Guarantee employee health and safety

2.5

Acting ethically throughout

our value chain

2.2

Promote sustainable

consumption and

an educated choice

130

131

2.5.1 / Ethics and governance system

2.2.1 / Help customers make an educated choice

2.5.2 / Guaranteeing the protection of customers’

and employees’ personal data

133

135

2.2.2 / Develop the product range to offer more

sustainable products

2.5.3 / Combating corruption

2.2.3 / Encourage repairs

2.5.4 / Implementing a responsible indirect

purchasing policy

137

138

147

2.2.4 / Give a second life to products

2.5.5 / Vigilance Plan

2.2.5 / Reduce packaging, ensure waste collection

and recycling

2.5.6 / Being a responsible taxpayer

2.2.6 / Contribute to public debate around sustainability

2.6

Summary table of non-ﬁnancial

indicators

151

157

2.3

Contribute to the economic,

social and cultural development

of regions

2.7

2.8

Methodology note

2.3.1 / Fnac, a committed partner in promoting

access to culture for all and cultural diversity

Independent Third-Party Report

by one of the Statutory Auditors

on the Consolidated Non-ﬁnancial

Performance Declaration

2.3.2 / Increase positive regional impacts through

job creation and solidarity

100

162

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CORPORATE SOCIAL RESPONSIBILITY

Governance and CSR strategy

Pursuant to Article L. 225-102-1 of the French Commercial Code,

the Fnac Darty Group is required to prepare a consolidated non-

ﬁnancial performance statement (DPEF) including a presentation of

its business model, a description of the main non-ﬁnancial risks, a

presentation of the policies applied with regard to these risks and

the results of these policies through key performance indicators.

Chapter 1, this chapter, and Chapter 6 contain this information. For

ease of reading, a concordance table for identifying this information

is presented in section 8.

In addition, section 2.5.5 of this chapter meets the requirements

of the French law of March 27, 2017 on the duty of care of

parent companies and initiating companies, on the effective

implementation of a vigilance plan (see cross-reference table in

section 8.8.6).

Finally, in line with the expectations of its stakeholders, this

chapter also presents the climate reporting in accordance with the

recommendations of the Task Force on Climate-related Financial

Disclosures (TCFD), contributing to the Group’s transparency and

accountability efforts on climate issues (see cross-reference table

in section 8.8.7).

In accordance with the European Taxonomy Regulation

(Regulation 2020/852/EU), this DPEF also includes, in

section 2.4.4, indicators relating to the share of revenue, operating

expenses (Opex) associated with environmentally sustainable

economic activities and capital expenditure (Capex) in 2021.

A CSR APPROACH AT THE HEART OF THE GROUP’S STRATEGY

AND BUSINESS MODEL

With more than 25,000 employees worldwide, over 950 stores

and almost 10 million loyal customers, Fnac Darty is keenly aware

of its responsibilities. The Group is committed to transforming its

business model to meet the challenges of a changing market and

climate issues, while at the same time developing its people and

making a positive impact on society.

in the choice of strategic priorities deﬁned in the plan Everyday.

By making sustainability a priority for the years ahead, this new

strategic plan reinforces the Group’s CSR strategy, with the

aim of integrating societal issues ever more extensively into the

Company’s projects and management.

The description of the Group’s raison d’être, the integration of

societal challenges in the business model and the strategic plan

are presented in Chapter 1 of this document.

Central to the Group’s raison d’être, “Committed to providing an

educated choice and more sustainable consumption”, this social

responsibility and the issues it addresses have been key factors

GOVERNANCE AND ORGANIZATION THAT STRENGTHEN THE INTEGRATION

OF CSR CHALLENGES INTO BOTH THE STRATEGY AND BUSINESS LINES

In order to integrate these issues into the strategy and projects of

the various business lines, the Group is pursuing a decentralized

approach to CSR based on the development of managers’ skills.

The CSR Department reports to the General Secretary, and relies

on various bodies and business line representatives to implement

the Group’s CSR strategy.

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Governance and CSR strategy

In addition, the CSR Department regularly participates in:

Description of committees

n the internal control committees, which oversee the prevention

and mitigation policies for certain risks identiﬁed in the mapping

of risks covered by the French law on the duty of care;

n The CSR Committee, described in Chapter 3, comprises four

Independent Directors. It reports to the Board of Directors on

the CSR strategy and projects carried out, as well as the results

achieved.

n the Risk Committee, which incorporates and manages CSR

risks requiring cross-functional action plans.

n The thematic committees:

the Ethics Committee: chaired by the General Secretary

in charge of CSR and Governance, it is composed of the

Legal, Internal Audit, HR, CSR Directors and the DPO. It

ensures that the Group complies with regulations relating

to ethical business conduct, particularly the GDPR, Duty of

Care and Sapin II laws;

Awareness and training in sustainable

development

In order to raise awareness among employees and management of

the Group’s social and environmental issues, and to mobilize them

so that everyone can play a part in the CSR strategy, Fnac Darty

has carried out several dedicated projects and events in 2021.

the Climate Committee: composed of two members of

the Executive Committee (Comex) (General Secretary in

charge of CSR and Governance, and Director of Services

and Operations), the Directors of 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. It ensures that climate awareness

is incorporated into the Company’s global strategy and

drives the objectives for reducing greenhouse gas emissions

(see section 2.4.1);

In December 2021, the entire Executive Committee met to

participate in a Fresque du Climat (Climate Mural) workshop.

Distributed by the association of the same name, this workshop

to raise awareness of the main mechanisms of climate change

is based on collective intelligence to highlight the causes and

consequences of climate change. The participation of the

members of the Comex in this workshop demonstrates the

Group’s determination to integrate climate issues into its strategic

planning. A session is planned for 2022 with all the Group’s CSR

ofﬁcers (see also section 2.3.1).

the Circular Economy Committee: composed of two

Comex sponsors (General Secretary in charge of CSR and

Governance, Director of Services and Operations, and

E-Commerce and Digital Director), the Directors of CSR,

Logistics, National Transportation and Second Life; its

purpose is to steer projects aimed at reducing packaging,

optimizing unsold stock, improving collection, recycling, and

reuse of materials;

As an offshoot of this workshop on the more speciﬁc topic of

the environmental impact of digital technology, the Green IT

unit held a Fresque du Numérique (Digital Mural) workshop in

November 2021, thus helping to train IT teams in these issues

(see also section 2.4.4.5.3).

A week dedicated to CSR was organized during European

Sustainable Development Week to raise employee awareness of

sustainable development issues and the Group’s CSR strategy,

through personal accounts and insights from employees and

external ﬁgures.

the CSR Committee: composed of a Comex sponsor

(General Secretary in charge of CSR and Governance) and

the 14 business line representatives (one for each Group

department), it is responsible for steering projects aimed at

feeding into the ﬁve pillars of the CSR strategy;

As part of the development of a responsible indirect purchasing

policy, all employees of the Indirect Purchasing Department have

received training in responsible purchasing (see also section 2.5.4).

the Sustainability Committee: made up of two Comex

sponsors (Group Strategy and Transformation Director

and Commercial Director), the Sustainability, Second Life

and CSR Directors, this committee manages the range of

sustainable products offered to customers, as well as all the

action plans designed to ﬁnd a second life for the Group’s

non-saleable new products.

Three e-learning training modules, designed by the CSR

Department and the Services Department, have been developed

and made available to all employees in France. The ﬁrst presents

the challenges of sustainable development, the second the Group’s

CSR strategy, and the third the speciﬁc initiatives undertaken by

Fnac Darty for the sustainability of its products. By the end of

2021, the three modules launched in September 2021 had been

passed 1,580 times, with nearly half taken by salespeople.

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Governance and CSR strategy

n supporting local associative projects to provide conservation

and education about nature, in particular through the “Helping

Hand” committees of the Nature & Découvertes Foundation

and Charitable Rounding;

Nature & Découvertes: “Green Networks”

reﬂect the brand’s ambitions in stores

Since 1995, Nature & Découvertes has structured its sustainable

development policy around an internal network of ambassadors for

the environmental and social policy in stores, through the “Green

Network”.

n promoting nature-based educational programs and outings

(over 2,000 activities are offered each year).

In addition, the Nature & Découvertes Management Committee

held a Fresque du Climat workshop in October 2021. It was

subsequently decided to extend the initiative and train 30 people

to lead a Fresque du Climat workshop in each of the Company’s

entities. The goal is for all employees to have participated in a

workshop at the earliest date possible.

These volunteer employees (one per store), the “Green Networks”,

are at once active in the development of the local associative

sphere, active in learning and education about nature and the

environment, and are responsible stakeholders working on a daily

basis to reduce the Company’s environmental impacts. In total,

around 10% of Nature & Découvertes’ employees are thus Green

Networks participants. They work in tandem with their assistant

Directors to achieve about 15 objectives over the year. These

objectives help to enhance team cohesiveness and the sharing of

best practices, reﬂected in real actions in-store.

Integration of CSR within variable

compensation objectives

For many years now, the variable portion of compensation of the

Chief Executive Ofﬁcer and members of the Executive Committee

has included a CSR objective that is set in consultation with the

CSR Department. These objectives are linked to the respective

responsibilities of the managers (see Chapter 3, section 3.3.1).

Green Networks mobilize teams around environmental and societal

objectives such as:

n raising awareness of Nature & Découvertes’ CSR commitments

(disability, skills sponsorship, responsible purchasing, product

quality, carbon footprint);

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.

n sorting and monitoring waste consumption;

n relaying awareness-raising and advocacy initiatives to

customers and local actors;

Lastly, since January 1, 2021, all managers eligible for annual

variable compensation have had 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

n Around three out of four employees have direct contact with customers. Salespeople, delivery

personnel, home technicians and advisors are in constant dialogue with customers.

n Through its Research Department, the Group regularly conducts customer surveys (satisfaction survey,

consumer trends studies, new services surveys, etc.), which are an essential part of understanding

customer expectations. Several studies have made it possible to understand customer interest in

reliable information on the environmental impact of the various delivery methods; these studies have led

the Group to develop a new service that provides information on the carbon footprint of the packages

transported.

n Customer reviews and complaints posted on commercial websites allow our teams to better

understand customer expectations and to resolve annoyances or even to be alerted to quality concerns

regarding a service or product.

n The Group’s brands have continuous dialogue with their customers through social networks.

n In-store cultural events – more than 5,000 in 2021 – continue to provide an excellent opportunity

for Group employees and customers to connect.

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Governance and CSR strategy

Stakeholders

Means/methods of promoting dialogue

Employees

and social partners

n The Group maintains regular and constructive dialogue with its social partners. Fnac Darty has

structured its social dialogue to enable effective exchanges with employee representatives while

guaranteeing a high degree of proximity to operational entities and employees, through local

representatives.

n Keen to learn about its employees’ expectations and any concerns they may have, the Group rolled out

an innovative, anonymous listening system in 2018, based on questions asked on a monthly basis via

the Supermood tool.

n Through its internal communications, the Group regularly organizes events to bring employees together,

share information and gather their expectations (meetings, “CSR Week”, “Customer Day”, etc.).

n As of 2022, as provided for in the Group Agreement on Professional Equality and Quality of Life in the

Workplace, group meetings will be organized within each team, at least once a year, to discuss issues

relating to working conditions, organization and the work environment, as well as any shortcomings.

Suppliers/plants

n The sales management teams have daily exchanges with suppliers on performance and pricing,

but also on new criteria such as the sustainability (reliability and reparability) of their products.

n These same teams regularly participate in or organize trade shows, including an annual sales

convention, to meet with Group suppliers and prospects.

n As part of the sourcing of its own-brand and licensed products, the Group carries out around

100 audits each year at suppliers’ factories, during which it gathers information on their expectations

and any difﬁculties they may have.

n As part of its responsible indirect purchasing policy, Fnac Darty discusses suppliers’ expectations

regarding the Group, as well as their social and environmental performance, in a spirit of support

and cooperation, during its calls for tender, negotiations and business reviews.

Associations

n The Group is a member of several professional organizations and federations (FCD, Fevad, AFEP,

MEDEF, etc.) and as such regularly participates in working groups, round tables and consultations.

n The Group’s commitment to product sustainability, reafﬁrmed in its strategic plan Everyday, is also

illustrated by regular dialogue with consumer and environmental protection associations (Halte à

l’Obsolescence Programmée, Friends of the Earth).

n Through its solidarity policy, Fnac Darty partners and collaborates with many non-proﬁt organizations,

such as Bibliothèques sans Frontières, Envie and Secours Populaire.

Public authorities

n The Group contributes to parliamentary debates on draft legislation related to its activities, and regularly

provides technical expertise that is useful for political decision-making, in particular by sharing its data

or by opening the doors of Labo Fnac to present its work and its methodology.

n Fnac Darty participates in working groups and in consultations with sector-based players steered

by management (repairability index, environmental information, sustainability index, etc.). As part

of a constructive approach with the public authorities, Fnac Darty promotes innovative proposals

but also warns about the economic, social and environmental risks to which certain measures might

expose the sector’s stakeholders.

Investors/shareholders

n Fnac Darty meets its reporting obligations to institutional and individual investors and, more broadly,

to the ﬁnancial community in accordance with best practices, through press releases available in French

and English on the Investors section of its website: www.fnacdarty.com.

n Fnac Darty’s management and Investor Relations team are in regular contact with analysts and

investors, in the form of roadshows, telephone meetings or conferences organized by brokers (including

several dedicated to SRI investors each year).

n Dialogue with shareholders is maintained throughout the year, particularly at the General Meeting.

Shareholders also have access to a dedicated “Shareholders” section on the Group’s website

in the “Investors” section.

n Fnac Darty reports on its performance and management of non-ﬁnancial risks in a transparent manner

by regularly exchanging information with the main non-ﬁnancial rating agencies as part of their rating

of the Group.

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ASSESSMENT OF CSR RISKS AND OPPORTUNITIES

The Group mapped out risks and conducted a materiality analysis

in 2018, interviewing external and internal stakeholders. 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.

boycotting controversial products or brands, and choosing eco-

designed products or committed brands. For the Group, these

developments represent significant risks, directly linked to a

business model still dependent on sales volumes, but also major

opportunities to develop new markets. The strategic plan Everyday,

launched in 2021, incorporates these risks and opportunities and

intends to address them.

The matrix resulting from this work highlighted four major non-

ﬁnancial risks, which have a signiﬁcant impact on the Group’s

stakeholders, as well as on the development and sustainability

of the Company.

Risk 3: The climate emergency

and its consequences on companies

Risk trend: steeply upward. The climate emergency has generated

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. Failure to reduce its

impacts exposes the organization to a loss of credibility in terms

of accountability in the eyes of all stakeholders. Respecting such

a trajectory requires profound transformations in terms of the

economic model, the modus operandi, and governance.

Risk 1: Business line development

Risk trend: upward. At a time when the digital economy is

accelerating with new customer expectations, the Group’s

business lines are evolving, generating risks for employees in terms

of employability as well as well-being, 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

Risk 2: Sustainability of the business model

and new patterns of consumption

Risk trend: stable. The Fnac Darty model is based on association

and partnership (retail of branded product, franchise development,

Marketplace development), which makes it more complicated 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 crucial.

Risk trend: upward. The linear model of current trade

(manufacturing, retail, use, waste) is showing its limits because

of its environmental impact. A growing awareness among

consumers of the need to 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,

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The ﬁve pillars and commitments of the CSR policy are directly linked to these four risks. Fnac Darty’s CSR challenges, analyzed according

to their business opportunity and their level of stakeholder expectation, have been positioned in a materiality matrix:

Impact

on the climate

Professional

equality and QWL

Repairs and

sustainability

Personal

data

An educated choice

(advice and range)

Fiscal

responsibility

Waste and

recycling

Combating

corruption

Second life

Health

and safety

Player in

the territories

Skills and

employability

Vigilance

Plan

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

While the Group has changed significantly in recent years

(acquisition of WeFix and Nature & Découvertes, deﬁnition of a

raison d’être, development of a new strategic plan, etc.), Fnac

Darty plans to carry out a new materiality study in 2022 in order to

ensure that its CSR policy continues to meet the expectations of its

stakeholders and to re-examine the prioritization of these issues.

This chapter is structured according to the five pillars of the

Group’s CSR policy and the associated challenges.

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Our CSR policy

Our

contribution

to SDGs

(see

Our four most

signiﬁcant CSR

risks

Our ﬁve

CSR pillars

Our challenges and commitments

Our objectives

Chapter 1,

section 1.1.3)

Sustainability

of the business

model and new

consumption

patterns

Risk explained

in sections 2.2

and 2.3

2/ Promote

sustainable

consumption

n Help customers make an educated choice see section 2.2.1

n Develop the product range see section 2.2.2

n Encourage repairs see section 2.2.3

and an educated n Give a second life to products see section 2.2.4

choice

n Ensure waste collection and recycling see section 2.2.5

n Contribute to public debate around sustainability see section 2.2.6

EVERYDAY OBJECTIVES:

n “Sustainability score ⁽¹⁾” of 135 by 2025

135

111

105

100

2019

2020

2021

2025

n 2.5 million products repaired in 2025

2.5

2.1

1.8

2020

2021

2025

3/ Contribute

to the social

and cultural

development

of territories

n Provide access to culture to as many people as possible

see section 2.3.1

n Increase the positive impact on the territories: employment and solidarity

see section 2.3.2

(a) Sustainability score: average of a reliability score and a reparability score, calculated on the basis of data collected by Fnac Darty’s After-Sales

Service Department over the last two years for each product listed, weighted by the volume of products sold by the Group in the year in question.

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Governance and CSR strategy

Our CSR policy

Our

contribution

to SDGs

(see

Our four most

signiﬁcant CSR

risks

Our ﬁve

CSR pillars

Our challenges and commitments

Our objectives

Chapter 1,

section 1.1.3)

The climate

emergency

and its

consequences

on companies

Risk explained

in section 2.4

4/ Reduce

impacts

on the climate

n Strengthen governance and integration of climate risks

see sections 2.4.1 and 2.4.2

n Reduce emissions generated by transportation and energy from sites

see section 2.4.4.3

n Extend management of indirect emissions (products, services, IT,

employee travel, etc.) see section 2.4.4.3

EVERYDAY OBJECTIVE:

n 50% reduction in CO₂emissions related to transportation and energy

on sites by 2030 compared to 2019

80.8 kt CO₂eq

75.5

70.9

40.1

2018

2024

2020

2022

2026

2028

2030

Ethics for

5/ Ensure

exemplary

business

conduct

n Protecting the personal data of employees and customers section 2.5.2

n Preventing the risks of corruption section 2.5.3

n Implementing a responsible indirect purchasing policy section 2.5.4

n Implementing a Vigilance Plan section 2.5.5

all based on

a model of

development

through

n Ensuring ﬁscal responsibility section 2.5.6

partnership

Risk explained

in section 2.5

This DPEF also incorporates some of the corporate responsibility issues, policies, action plans and results of Nature & Découvertes. The

company, which joined the Group in August 2019, has a separate CSR policy but one that is consistent with the Group’s CSR policy, and

uses B Corp certiﬁcation, renewed for the third consecutive time, to steer its overall performance.

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B CORP CERTIFICATION: A TOOL FOR THE TRANSFORMATION

AND CONTINUOUS IMPROVEMENT OF NATURE & DÉCOUVERTES

Nature & Découvertes was the ﬁrst French specialized retailer

to be B Corp certiﬁed in 2015. Following on from ISO 14001,

the company has chosen to devote itself fully to the B Corp

certiﬁcation process as the scope addressed by this international

certiﬁcation includes commitment at business model level and

corresponds better to Nature & Découvertes’ profile: a retail

company that has most of its products manufactured according

to established speciﬁcations.

In 2021, Nature & Découvertes obtained its third B Corp

certiﬁcation with a score of 86.5 points, above the industry average

(81.3). This certiﬁcation recognizes Nature & Découvertes’ long-

standing commitments to respecting demanding social and

environmental criteria and is a tool for identifying areas for progress

(notably through the benchmarking of other certiﬁed companies)

in each area.

B Corp welcomed the new raison d’être of Nature & Découvertes.

Formalized in 2021, it takes into account societal changes (new

customer expectations in terms of lifestyle and consumption) and

environmental changes (erosion of biodiversity) and forms the basis

of Nature & Découvertes’ new strategic plan “Ambition 2025”: “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.”

B Corp (Beneﬁt Corporation) is an international certiﬁcation that

assesses non-financial performance on environmental, social

and societal issues using ﬁve pillars: Governance, Employees,

Community, Environment and Customers.

The certification is based on an ever-changing questionnaire

that integrates current CSR issues at the global level. It is a

transformation and continuous improvement tool that measures

the impact of the business model and its activities.

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Develop our most valuable asset: people

2.1 / Develop our most valuable asset: people

n Promote gender equality and quality of life in the workplace

n Develop skills and employability

n Guarantee employee health and safety

Risks

Opportunities

n Loss of attractiveness of the employer brand: inability

to attract and retain talent

n Costs of turnover, absenteeism and disengagement

n Motivated employees and efﬁcient and diversiﬁed teams

n An attractive employer brand

n Agility and resilience

n Costs related to workplace accidents including road accidents n Ability to innovate

n Skill mismatch

n Difﬁculties in supporting diversiﬁcation and the increase

in certain activities due to shortages in certain professions

n Employee motivation and satisfaction

n Control of costs related to accidents (insurance and

absenteeism)

n Employees whose expertise allows the customer to make

“an educated choice”.

Levers activated

2021 Actions

KPI and associated indicators

n Support for women

in leadership positions

and integration of people

with disabilities

n Ega Pro agreement: reinforcing measures and

training aimed at promoting equal opportunities

n Review of recruitment processes to promote

gender equality

n Reducing compensation discrepancies

n Creation of the Disability unit

n KPI: percentage of women

in Leadership Group roles ^(a)

n KPI: proportion of women who were

granted at least one individual raise

during the year

n Proportion of employees with disabilities

in open-ended contracts

n Start of collective

bargaining

n Negotiation of quality of life in the workplace

and professional equality at Group level

n Signature of the employment and career path

management agreement

n NPS employees

n Staff turnover

n Signature of the remote working agreement

n Deployment of new

organizational structures

n Formalization of a new shared culture: “All Leaders”

n Implementation of remote working and the “Activity

Based Ofﬁce” project

n Optimization of the “Agile Call Center” project

n Launch of “salesperson chat and video”

n Improving quality of life

at work

n Launch of the QLW agreement: improving

work-life balance

n Regular survey of all Group employees

n Risk prevention for the

most exposed business

lines

n Strengthening of training programs related to safety

and security

n Appointment of “safety representatives”

n Prevention of musculoskeletal disorders through

muscle awareness sessions

n KPI: absenteeism due to sickness

n KPI: frequency rate of workplace

accidents with stoppage time

n KPI: severity of accidents at work

n Investment in the modernization of equipment

n An in-house training

academy for bespoke

training courses

n Multi-modal training

courses (e-learning,

virtual reality, face-to-face)

n Diversiﬁcation of

n Development of sales expertise

n KPI: share of payroll allocated

to training

n KPI: number of training hours

per employee trained

n Strengthening managers’ leadership skills

n Development of programs to train in professions

where staff are harder to ﬁnd

n Launch of new classes designed for new audiences n Number of employees trained and

recruited on permanent contracts

recruitment sources

(a) Approximately the top 200 managers at Group level.

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Key ﬁgures

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.

All the priority indicators and other indicators are available at the end of the chapter in the table of CSR risks and indicators.

2025 Everyday

Scope: Group excluding franchises

2019

2020

2021

objective

Workforce as at 12/31

24,046

24,886

25,585

(ﬁxed-term contracts + open-ended contracts)

France workforce as at 12/31

17,676

88.3%

13.4%

18,895

89.2%

12.5%

19,270

87.8%

13.1%

Proportion of open-ended contracts

Share of temporary staff (open-ended contract

+ ﬁxed-term contract + temporary staff)

Proportion of full-time workers (from employees

81.9%

82.8%

83.8%

on open-ended contracts)

Share of payroll allocated to training

2.5%

14.2 hrs

24.3%

2.8%

9.2 hrs

24.3%

33.3%

3.2%

14.9 hrs

26.6%

Number of training hours per employee trained^(a)

Percentage of women in Group Leadership roles^(b)

≥ 35%

> 40%

Share of the under-represented gender

on the Executive Committee

33.3%

38.5%

Percentage of women employees who have received

an individual raise

33.2%

compared with

29.5% for men

22.9%

compared with

23.5% for men

22.3%

compared with

25.2% for men

Absenteeism due to sickness

Staff turnover

4.6%

16.2%

27.5%

5.2%

12.5%

30.1%

5.3%

16.4%

31.5%

Frequency rate of workplace accidents

with stoppage time^(c)

Severity rate of workplace accidents

with stoppage time^(c)

1.5%

1.7%

1.9%

(a) All formats combined (classroom, virtual class, e-learning).

(b) Approximately the top 200 managers at Group level.

With over 25,500 employees, more than three quarters 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. Reafﬁrmed in the

strategic plan Everyday, this is a key social responsibility.

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.

The Group invests and innovates to develop its organizational

methods, provide its employees with a motivating work

environment, and support the development of their expertise while

guaranteeing gender equality in the workplace.

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

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2.1.1 / DEVELOP GENDER EQUALITY, QUALITY OF LIFE

AT WORK AND COMMITMENT

Fnac Darty is committed to becoming a more agile and innovative

2.1.1.1 / Breaking the glass ceiling

Group, at the heart of societal issues as a socially responsible

company and employer. The support, development and

commitment of employees, both individually and collectively, are all

key factors that make a decisive contribution to the success of this

transformation, essential for deploying the Group’s strategy and

attracting and retaining talent in a highly competitive environment.

Fnac Darty has made gender equality in the workplace, and in

particular the development of gender diversity in senior positions,

a priority issue. The Group has mobilized and structured a

cross-functional program to get the entire organization moving

toward achieving a +50% increase in the number of women in

management positions within ﬁve years. This program is arranged

around several initiatives:

In this context, in March 2021, Fnac Darty signed an agreement on

quality of life at work (QLW) and gender equality in the workplace.

This landmark agreement, the ﬁrst to be negotiated at Group level,

outlines a common and coherent policy for all Fnac, Darty, Nature

& Découvertes and WeFix brands on two themes that structure

the Group’s commitment to responsibility, making it possible to

implement concrete drivers for improvement in human and social

relations.

n setting and publishing ambitious quantiﬁed objectives:

Two objectives have been set by the Board of Directors on

the proposal of the General Management, and included in the

strategic plan Everyday:

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,

The agreement addresses a number of issues that the Group

considers to be priorities, such as the right to disconnect from

digital tools, encouraging employees to express themselves, work-

life balance, the professional integration and retention of disabled

workers, gender equality in the workplace, the fight against

discrimination, and urban mobility.

35%

27%

24%

In the context of the current pandemic and new ways of

working, this agreement also responds to employees’ legitimate

expectations for a better work-life balance and redefined

working conditions. In this regard, multiple agreements on the

implementation of remote working, on a wider and permanent

basis at the level of the various Group companies, were signed in

2021 (see also section 2.1.1.3.2).

2020

2021

2025

(1) About the top 200 managers at Group level.

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achieve then maintain a percentage of at least 40%

of the under-represented gender on the Executive

Committee by 2025 (as per the rules applicable to the

Board of Directors);

The program consists of three days of classroom training

supplemented by several individual coaching sessions, as well

as webinars, personal and group work time, and exchanges

with speakers. Tested in 2020 with a group of 12 female

managers from Fnac and Darty stores, a new session was

carried out in 2021 for head ofﬁce employees, and three new

sessions are planned for 2022;

40%

38%

33%

n audit and review HR processes to prevent discriminatory

bias:

Recruitment procedures were reviewed in 2021 to prevent

gender stereotyping. This includes the requirement to include

at least one woman among the candidates, but also to ensure

the mandatory presence of a woman on the recruitment panel.

In the event that two candidates of different genders show an

equal level of competence during the recruitment process, the

choice must be made in favor of the female candidate.

2020

2021

2025

A recruiter memo has been produced, as well as an e-learning

module entitled “Recruiting without discrimination”, which

all new managers and HR staff must take in order to raise

awareness.

n uphold the Group’s commitment and make it visible:

In 2021, Fnac Darty increased the number of announcements,

both internally and externally, to assert its position and ambition

in this area, with the aim of creating strong support around this

priority issue.

With regard to compensation, the Group is committed to

achieving and maintaining equal pay for men and women. To

this end, the Group has carried out an assessment to identify

any discrepancies and has established a catch-up package for

any inequalities detected. Lastly, Fnac Darty remains particularly

vigilant when it comes to hiring and promotions and carries out

central monitoring of increases and the proper allocation of

variable compensation after maternity and/or adoption leave.

To formalize its commitment publicly, the Group has entered

into a partnership with the Assises de la Parité, and its Chief

Executive Ofﬁcer took part in round tables on the appointment

of women to positions of responsibility during a dedicated event

on May 6, 2021;

2021 Results

n create an internal network dedicated to equality:

Fnac Darty has published its gender equality index, in accordance

with French law 2018-771 of September 5, 2018, known as the

“Professional Future” law. It assesses the level of gender equality

using ﬁve measurement indicators: pay differentials, difference in

obtaining an individual raise, difference in obtaining a promotion,

satisfactory award of an individual raise after maternity leave, and

lastly, level of gender equality in teams.

The “Ex Aequo” network was created in March 2021 and

currently has nearly one hundred members, both men and

women. It aims to remove collective and individual obstacles to

equality and to support the careers of women within the Group.

The network helps them gain visibility among internal recruiters,

but also gives them the opportunity to share with peers the

best practices, tools and experiences required for their career

progression. In addition, Ex Aequo members benefit from

personalized support such as mentoring, personal development

workshops and meetings with inspirational ﬁgures;

As regards the Group, this consolidated index, published on the

corporate website, gave the Company a score of 88 out of a

total of 100, based on 2021 social data. Details of the results

by subsidiary are updated annually and can be accessed via the

Group’s website.

n roll out development and awareness programs on female

leadership:

“Dare!” is a personal development program devised by

the Group and focused on female leadership. It provides

participants with the tools and insights to make conscious

career choices and facilitate their access to senior positions.

This system also helps add to the pool of female candidates

in-house.

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For 2021, the main indicators relating to gender equality in teams and fair treatment based on gender are as follows:

Scope: Group

2019

2020

2021

Gender equality index (consolidated)

See details of the index on the Group’s website: https://www.fnacdarty.com/

wp-content/uploads/2022/02/cp-index-e-galite-salariale-publication-fe-

vrier-2022-version-de-taille-e-vf.pdf

39.0%

35.7%

13.6%

24.3%

50%

39.6%

37.0%

18.2%

24.3%

50%

39.1%

37.2%

19.9%

26.6%

50%^(b)

38.5%

Percentage of women in the total workforce

Percentage of manager-level women in the workforce

Percentage of female store managers

KPI: percentage of women in Leadership Group roles^(a)

Percentage of women on the Board of Directors

Percentage of women on the Executive Committee

33.3%

33.2%

compared with

29.5% for men

22.9%

compared with

23.5% for men

22.3%

compared with

25.2% for men

KPI: proportion of women granted at least one individual raise

during the year

(a) Approximately the top 200 managers at Group level.

(b) Excluding employee Directors (43% including employee Directors).

n the HR representatives and the elected ESC representatives

Awards, partnerships and commitments

of the Disability unit have completed a 1.5-day training course;

In 2021, Fnac Darty was awarded the LSA Gender Equality Award

(retailer category) for its efforts to promote gender equality, and in

particular its glass ceiling program.

n the Disability initiative regularly organizes webinars such as

“Disability at work: administrative recognition”, and has also

carried out an awareness-raising campaign for all elected ESC

representatives;

2.1.1.2 / An active diversity policy

to promote the inclusion of people

with disabilities and combat

discrimination

n the setting up of two work-study classes intended for disabled

persons in order to train them as cashiers and storekeepers

with the possibility of hiring them on an open-ended contract

at the end of their training;

Fnac Darty has a long-standing commitment to changing attitudes

toward disability, combating stereotypes and prejudices and

implementing concrete actions as part of a proactive approach.

This commitment was reafﬁrmed in 2021 with the signing of the

Diversity Charter.

n participation in Duodays: 55 two-person teams (compared with

18 in 2020) pairing a Fnac employee and a disabled person

were trained, and people with disabilities were welcomed for a

day on Fnac sites in order to encourage interaction and change

the way people view disability;

Historically, the Group has always made a strong commitment

to hiring people with disabilities by raising awareness among

its teams, attending dedicated job fairs, offering appropriate

professional training programs and promoting best practices.

The Group’s Disability initiative is leading this proactive policy and

centered its 2021 activity on a number of projects:

n increased accessibility of commercial websites, speciﬁcally

with the extension of the Accéo service to the Fnac website (a

remote interpreting system providing deaf people with access

to customer service) as well as the “Facil’iti” plugin on the

fnac.com and darty.com websites. This also facilitates access

to commercial websites for people with all kinds of disabilities

such as color blindness, blindness or nearsightedness, thanks

to a voice reader and captioned photos;

n the Disability unit, launched in 2021, includes one human

resources representative per legal entity as well as two elected

union representatives and the Disability representative. This joint

team is working on the implementation of action plans per entity

in order to raise employee awareness of the various forms of

disability. It also encourages employees to have their disabilities

recognized as “disabled workers”, if necessary, in order

to beneﬁt from their rights. The unit should also encourage

the recruitment of more people with disabilities and provide

feedback from the ﬁeld;

n faster recruitment of people with disabilities through the

publication of advertisements on dedicated websites, the

assistance of a specialized ﬁrm for executive proﬁles, and a

more active leveraging of the Cap Emploi contact network.

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Results

Scope: Group, excluding Belgium and Switzerland

2019

2020

2021

Proportion of employees with disabilities on open-ended contracts

5.2%

1.2%

4.9%

0.8%

5.0%

1.7%

Percentage of people with disabilities newly recruited under open-ended contracts

The “All Leaders” program, which is an integral part of the Everyday

strategy, is intended as a long-term initiative, extending beyond the

strategic plan, as part of a gradual process of transformation.

Awards, partnerships and commitments

In 2021, Fnac Darty signed and approved the fundamental

concepts set out in the Diversity Charter.

The “All Leaders” program was presented to all employees in

September 2021. An implementation and support program is

planned from 2022 onwards, to help all Group employees better

embody the guiding principles in their daily work.

Fnac Darty has renewed its internal Handi’trophée award, which

recognizes entities, stores or teams that are committed to the

employment of disabled people within the Group.

In addition, the Group has been rewarded for promoting the

inclusion of deaf and hard-of-hearing people in the workplace

by winning the Inclusion Surdités prize from the Fondation Pour

l’Audition in 2021.

2.1.1.3.2 / New forms of collaboration

Implementation of the remote working agreement

The health crisis has radically changed working and management

methods. It has also created new expectations among employees,

particularly with regard to commuting, social ties and work-life

balance. As a result, Fnac Darty has responded to the wishes

of its employees by offering them greater ﬂexibility. To this end,

multiple agreements were negotiated and signed in 2021 by the

various Group companies to introduce regular and exceptional

remote working.

2.1.1.3 / Unlock the potential of each

employee in order to make them

a player in the strategic plan

Employee engagement, both individually and collectively, is a key

factor contributing to the success of the strategic plan. As a result,

the Group is seeking to evolve its organizational methods in order

to provide its employees with a motivating work environment and

to build a shared culture and operating principles.

Employees may now beneﬁt, on a voluntary basis and subject

to eligibility, from one to three days of remote work per week.

This decision was met with enthusiasm from the workforce, and a

majority of eligible employees have opted for three days of remote

work at the Group’s head ofﬁce. In addition, all employees were

allocated a budget of €200 to equip their work environment.

2.1.1.3.1 / All Leaders: a new set of operating

principles for working better

together for the beneﬁt of customers

In parallel with the development and implementation of the new

strategic plan, Fnac Darty has initiated an ambitious program

to transform the Group’s corporate culture, capitalizing on its

strengths while changing certain behaviors and styles of interaction

to establish a lasting culture of performance, responsibility and

trust, which stimulates employee commitment and attracts new

talent.

Everywhere at work – A new way of collaborating

Remote working agreements called into question the layout of

Fnac Darty’s ofﬁces and their suitability regarding the changes in

team organization and new employee expectations.

Accordingly, a project for the reorganization of the Group’s various

head ofﬁces was launched in early 2021. This Activity Based Ofﬁce

(ABO) project involves organizing workspaces according to the

activities and uses of on-site employees and aims to support the

transformation of these new ways of working, with more remote

working, but also to revitalize the on-site employee experience. The

creation of these new spaces was carried out in close collaboration

with employees and unions through surveys, focus groups and

co-design workshops.

To achieve these ambitions, co-construction workshops began

in October 2020. These exchanges with Comex members

and business line representatives led to the creation of a new

framework called “All Leaders”, which is broken down into ﬁve

guiding principles.

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n for senior employees: full-time employees with 10 years’ service

now have the option of reducing their working hours by 20%

and beneﬁting from coverage of the difference in contributions

to basic and supplementary pension schemes. They also

receive an additional day of remote work;

Agile call center

As part of the Group’s overall approach to transforming its

organization and customer relations, drawing on arrangements

that promote collective intelligence, an “agile call center” project

was initiated in 2020 at the Bègles customer relations center and

was fully launched in 2021. This site, with some 70 employees,

specializes in customer service, technical assistance and remote

appraisal for Darty customers.

n for employees who are parents: a number of measures have

been added to those already in place:

support for pregnant employees (schedule adjustment from

the sixth month of pregnancy, one additional day of remote

work from the fourth month of pregnancy),

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. This new organization has the dual

objective of better serving customers and highlighting the often

undervalued customer relations roles.

support upon return from maternity, paternity and childcare

leave (schedule adjustments during the ﬁrst three months

after return from leave),

special assistance for single-parent families or parents

whose spouse is absent or ill (possibility of limiting travel

and/or adjusting schedules),

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”.

provision of emergency or periodic day care in a crèche,

Results

paternity leave with 100% pay for a period of 14 calendar

days.

In 2021, the Bègles site outperformed on a number of social

indicators monitored by the Group: the level of employee

commitment (monitored via Supermood – see below) was

up sharply (+20 points in 2021 compared with 2020), as was

customer satisfaction (+18 points – source: Colorado), while the

rate of absenteeism fell sharply from 12% in 2019 to 2.66% ⁽¹⁾in

2021.

Listen to employee difﬁculties and expectations

Aiming to drive employee engagement, in 2018 the Group

launched an innovative approach for listening to its staff that

respects anonymity: Supermood. This initiative allows each

employee to express their opinion, observations, expectations or

difﬁculties concerning the performance of their work at the site.

2.1.1.3.3 / Improving quality of life at work

Offer employees a better work-life balance

Each month, four short questions are sent to all employees in

France and in some international subsidiaries. The system makes

it possible to monitor employee “mood” in real time, enabling

managers to provide appropriate, targeted and rapid responses.

Supermood therefore actively contributes to the continuous

improvement of working conditions, internal procedures,

organization, motivation and social cohesion.

Fnac Darty believes that fostering a better work-life balance

contributes to the well-being, fulﬁllment and commitment of its

employees.

In this sense, the QLW agreement, signed in March 2021,

proposes adjustments to better reconcile these two aspects for

certain speciﬁc situations, including:

In 2021, monthly webinars were organized to better support

managers in their use of this managerial tool, from sharing results

to taking action.

n for employees who are caregivers (assisting relatives with

disabilities or loss of independence): they can benefit from

a shared pool of solidarity days and a Group matching

contribution of up to ﬁve days. Moreover, their mobility clause

does not apply and they can organize themselves better with

an additional day of remote work;

(1) At the end of November 2021.

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increase compared to 2020, an exceptional year marked by

numerous lockdowns and periods of short-time working for the

Group’s employees. However, compared to 2019, this rate has

remained stable, demonstrating the strength and attractiveness

of the employer brand, in an economic and societal context that

is nonetheless favorable to turnover (economic recovery, careers

becoming increasingly less linear, etc.).

Results

In 2021, the response rate was between 34% and 48%, while in

December 2021, the Company’s average recommendation score⁽¹⁾

was 7.4 out of 10 (7.5 in 2020, 7 in 2019).

Turnover is one of the indicators monitored to measure the Group’s

commitment and ability to retain its talent. It has seen a signiﬁcant

Scope: Group

2019

2020

2021

Turnover

16.2%

12.5%

16.4%

In 2021, the Group strengthened its listening system with two

other complementary levers to promote employee well-being:

n group meetings to enable employees to express their views on

the organization, the environment and their working conditions

(at least once a year, within each team, starting in 2022).

n an external listening hotline with occupational psychologists

open 24 hours a day, 7 days a week;

2.1.2 / DEVELOP SKILLS AND EMPLOYABILITY

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. Since 2021, the Academy has been a

certiﬁed Qualiopi organization, a guarantee of quality that also

allows it to train externally.

2.1.2.1 / Training, an essential component

in the success of the plan

Everyday

The Group is investing and innovating in training to support its

employees as their jobs evolve and to enable the Company

to remain efficient and achieve the objectives set out in the

strategic plan Everyday. 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.

With the aim of accelerating employee skills development,

particularly in the priority areas of the plan Everyday, the

Company’s training offer is based on both face-to-face and

e-learning programs.

Results

Scope: Group excluding franchises

2019

2020

2021

KPI: share of payroll allocated to training

2.5%

2.8%

3.2%

KPI: number of training hours^(a)per employee trained

14.2 hrs

9.2 hrs

14.9 hrs

Proportion of employees receiving training in classroom over the year

compared to total number of employees^(b)

66.0%

82.9%

37.5%

75.9%

56.7%

93.7%

Proportion of employees receiving training in classroom and/or via

e-learning over the year compared to total number of employees^(b)

Average number of training hours per employee trained

via classroom programs

15.4 hrs

157,506

967

13.7 hrs

182,118

1,107

15.5 hrs

327,694

1,328

Number of e-learning courses taken and validated

Number of work-study participants

Number of APL (accreditation of prior learning) participants

(a) All formats combined: in classrooms, virtual classes or e-learning.

(b) Employees (open-ended and ﬁxed-term contracts) as of December 31, 2021.

(1) Score from 0 to 10, in response to the question “How likely would you be to recommend Fnac Darty as a good company to work for?” Overall score

obtained by adding each score weighted by the number of respondents giving that score, divided by the number of respondents.

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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. There are more than 8,300 Fnac Darty NAPS users,

and this ﬁgure continues to climb.

2.1.2.1.1 / Salespeople expertise: a priority

to support the strategic plan

Constantly improving our support and advice to customers, in

terms of their uses and needs, and helping them to make the right

choice, in an informed and independent manner, are long-standing

commitments of the Group.

Enabling this educated choice largely depends on the

acknowledged expertise of Fnac Darty’s salespeople. Developing

this expertise has thus been highlighted as a major component of

the new strategic plan.

Customer excellence: more than 300 participants

graduated in 2021

Through its variety of content, the Fnac Darty Training Academy

aims to make salespeople better trained, better equipped and also

better supplied with data.

In order to strengthen its strong links with customer culture, in

2019 the Group deployed a 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.

Salesperson expertise at the heart of a personalized

ﬁve-year program

Fnac Darty wanted to make sales expertise a point of differentiation

from the competition, as well as a driver of employee commitment

and therefore retention.

These customer relations modules have provided participants with

a detailed knowledge of new customer expectations, the use of

omnichannel drivers, the development of their customer relations

and sales skills and, for learners not coming directly from sales,

the opportunity to move into these roles.

This prioritization is reﬂected in a substantial investment plan:

€3 million in 2021, an additional €1 million in 2022 and a further

€1 million in 2023.

Upon completion of this program in March and April 2021,

317 participants validated their record and obtained a certiﬁcation

recognized by the French Commission of Professional Certiﬁcation

and by the professional branch.

This investment plan will enable the Academy to support the

deployment of its ambitious ﬁve-year training program, launched

in 2020 for all salespeople, and to expand its team of instructors.

The salesperson training course is based on:

2.1.2.1.2 / Stores, a means of differentiation

n an onboarding process that allows new salespeople to

familiarize themselves with the Company’s strategic objectives,

its CSR policy and its brand ecosystem, and to perfect their

sales techniques and presentation;

Responding to customer needs and enabling

an educated choice: sales chat on websites

As part of the transformation of its business model, Fnac Darty

seeks to embody the new standards of human and digital

omnichannel retail. To this end, the Group has invested in the

development of a tool on the commercial websites that links Fnac

and Darty in-store salespeople with web customers via chat or

video. This new service addresses several issues by:

n a personalized ﬁve-year program that allows each salesperson

to track their progress, but also to better understand the uses

that customers have in mind for their purchases as well as

the services they may need. The objective is to make them

sales experts as well as enthusiastic about the products

offered. Recent years have focused on strengthening product

sales expertise as well as developing versatility across the

entire ecosystem of products and services. The possibility of

becoming a “product ambassador” to share their knowledge

with their colleagues is also offered at the end of the course;

n improving the customer experience by providing an innovative

service and advice to help customers make an educated

choice;

n consolidating the omnichannel strategy and increasing store

revenue;

n various formats: e-learning, classroom training, videoconference

and coaching.

n allowing the salesperson to acquire new skills but also to

beneﬁt from additional income that increases the attractiveness

of the role.

For Fnac and Darty, this is not only an opportunity to build

employee loyalty by providing a long-term vision but also to provide

staff with the tools to improve their performance in the long run.

In short, this feature is an opportunity for the Group to strengthen

its omnichannel model, by combining the power of the customer

flow on its e-commerce websites with the advisory expertise

developed in-store.

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This initiative has been welcomed by the salespeople, who have

seen their role evolve and have enhanced their sales experience,

and by the customers, who appreciate being able to talk to a

human being who provides a precise response to their requests,

unlike robotic chat services.

Training managers in remote working

The health crisis has radically changed working and management

methods. It has also created new employee expectations, as

staff developed new work habits during the health crisis. Several

agreements on regular or exceptional remote work were signed in

this area in 2021 (see section 2.1.1.3.2).

There were more than 150,000 video/chat exchanges in 2021.

Thanks to the 1,500 salespeople trained in this new service, the

conversion rate of a web customer using the video service is two

to three times higher than that of a standard web customer. While

this video service is available for all consumer electronics, it will

soon be expanded to other product categories.

To support line managers in this new way of organizing work,

support for good remote working practices was rapidly rolled

out in 2020 and reinforced in 2021. Fnac Darty managers have

attended workshops dedicated to remote working and have

received training, to help maintain social connection and employee

commitment.

Quality of in-store customer experience

As a differentiator from the competition, Fnac Darty wants to put

a greater emphasis on its stores by strengthening the quality of

the customer experience so that customers want to come back

frequently. To achieve this, Fnac Darty intends to develop the role

of the “welcomer”, to greet and guide customers as they enter

the store.

2.1.2.1.4 / At Nature & Découvertes, a training

school at the service of the brand’s

culture

In line with its values as a responsible company that is eager to

learn, Nature & Découvertes allocates nearly 5% of its payroll to

training and relies on its in-house training school, La Source, to

support its employees in product knowledge, merchandising,

customer service and personal development.

2.1.2.1.3 / Train managers to support

the Group’s transformation

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.

Building a shared managerial culture

Developing leadership and managerial skills is key to the success

of the strategic plan. It is essential that each employee be

supported throughout the rapid transformation process in order

to better focus and coordinate the work of the teams on the plan’s

priority areas.

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.

In order to address this issue, Fnac Darty launched the Master DO-

IT program in March 2020, in collaboration with Kedge Business

School. This management training program for managers and

supervisors is designed for the long term (24 months for managers

and 18 months for supervisors). Its objective is to build a common

managerial culture, to reinforce the feeling of belonging to a

community of managers and to encourage the emergence of a

culture of collaboration and mutual support. Certiﬁcation at the end

of the course also helps to promote learner employability.

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.

n At the end of 2021, there were 341 managers enrolled

In 2021, in order to respond to the remote working methods linked

to the health situation, all of the training courses offered by La

Source were digital: nearly 2,100 e-training courses were delivered

to over 700 employees.

(compared with 398 in 2020), with 89% certiﬁed.

n There were 241 local managers enrolled at the close of 2021

(compared with 316 in 2020) with 84% certiﬁed.

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Speciﬁc training adapted to the circumstances on topics such

as “working remotely” or “resilience” also expanded the training

program, in addition to workshops (including collective intelligence

co-development workshops) to strengthen interpersonal skills at

the head ofﬁce and better prepare for manager/staff interactions

(90% of head ofﬁce employees have been trained).

Several measures have been planned to address skills shortages

and limit the obstacles to retraining:

n identiﬁcation of the employee’s support and training needs

based on an assessment of the skills acquired and those to be

acquired or developed in the target profession (quiz, interview,

skills assessment, role-playing);

n implementation of one or more “live my life” programs involving

a short immersion period lasting a few days, which enables an

employee to conﬁrm or disconﬁrm their interest in the target

position;

2.1.2.2 / Anticipate future needs

Following a Strategic Workforce Planning analysis carried out

in 2019 and 2020, the Group opened and initiated Group-level

collective negotiations on job and career management (Gestion

des Emplois et des Parcours Professionnels – GEPP) in 2021.

In January 2022, discussions led to the signing of the ﬁrst Group

agreement on this subject, which aims to support employees in

developing their skills and employability. The implementation of this

agreement should enable them to diversify and secure their career

paths, as well as open up new opportunities.

n follow-up by an experienced mentor in the new position;

n inclusion of a return clause in an equivalent position, in the

event that the employee is not satisﬁed with their retraining.

To ensure governance for this new system, the agreement provides

for the creation of a Mobility and Job Progression Committee,

made up of HR advisors and operational staff, which will meet

once a year. This committee will be responsible in particular for

working on job development prospects and for promoting internal

mobility and career guidance.

The Group hopes that this GEPP approach will give each employee

visibility on the development of positions within the Group and

the possibility of choosing a career path that is consistent with

the Company’s future needs, while taking into account their own

personal choices.

2.1.2.2.2 / Attract talent and develop skills

in professions that are in short

supply

2.1.2.2.1 / GEPP agreement: encouraging

retraining for employees

The diversiﬁcation of activities, the rise of e-commerce and the

development of repair services are all part of the plan Everyday.

To support this strategy, there are certain key roles, such as after-

sales technicians, delivery and installation technicians, kitchen

sales designers and web developers. However, these professions

have also been identified as short-staffed. Other measures,

complementary to the GEPP agreement, have been implemented

in order to attract and retain talent, with a view to opening up

applications to new proﬁles.

in vulnerable professions

Foreseeable developments linked to the Group’s strategic

guidelines, market trends and consumer expectations have a

signiﬁcant impact on jobs and skills. Fnac Darty is anticipating

the required adjustments and intends to provide the best possible

support to the employees concerned.

To this end, Fnac Darty has included new measures in the GEPP

agreement designed to facilitate the transition from so-called

vulnerable professions or those with declining stafﬁng levels to

expanding professions.

Review of compensation

In order to promote attractiveness and the retention of employees

working in certain highly competitive professions, such as after-

sales technicians and web developers, compensation increases

have been agreed.

Fnac Darty plans to create “mobility hubs” at Group level, based

on skill sets, in order to highlight potential bridges between two

different professions.

These will be used to:

From 2022, web developers will automatically receive a salary

increase after two years and ﬁve years of activity. These new pay

raise mechanisms enable Fnac Darty to offer medium and long-

term prospects to new arrivals, and thus reduce turnover in these

professions.

n identify professions that are similar to each other and require

transferable or similar skills;

n visualize potential bridges between multiple professions and

measure the gaps in skills between those acquired and those

to be acquired, depending on the profession in question.

A review of the salary grid for after-sales technicians and group

leaders was also carried out, with a substantial multi-year

investment plan that began in 2020, continued in 2021 and will

continue in 2022.

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n Technicians: 18 classes and 187 trainees.

n Kitchen designers: 12 classes and 145 trainees.

n Delivery: 2 classes and 55 trainees.

Development of customized training

and onboarding programs

For home service technicians

The development of Fnac Darty’s repair services, driven in

particular by the Darty Max repair subscription offer (see also

section 2.2.3.1.), is driving the need to recruit after-sales

technicians. As a result, in 2021, the number of home service

calls increased by 8% compared to 2020.

Diversify sources of recruitment

Readiness for individual employment (POEI)

to integrate unemployed persons

To support the recruitment and professional development of new

repair technicians, the Academy has developed a speciﬁc program

for internal employees and for new recruits: the Tech Academy.

In addition to the training provided by the Academy, Fnac Darty

also committed to the POEI program in 2021, which allows

unemployed people registered with Pôle Emploi to beneﬁt from

up to 400 hours of training.

In partnership with two apprentice training centers (CFA), the

Group opened 18 apprentice classes in 2021 (compared with 7

in 2020) in the cities of Lille, Paris (2), Lyon, Marseille, Bordeaux

and Rennes. A total of 182 people signed up (compared with 87

in 2020), including 20 employees (compared with 19 in 2020) from

various backgrounds (sales, delivery, computer workshop).

Three classes addressing different business lines were opened:

n POEI kitchen designers;

n POEI home service technicians;

n POEI delivery and installation staff.

In order to attract an increasing number of students to its classes,

the Tech Academy has chosen to approach young people directly

after their high school diploma or vocational baccalaureate, to offer

them a professional technician training program with an open-

ended contract offer. From 2022, Fnac Darty will subsidize the

driving license of young people who join the training program.

This system provides a pool of candidates and helps people

who are outside the job market to ﬁnd employment. Some of the

trainees are recruited on open-ended contracts upon completion

of the training.

n POEI kitchen designers: 2 classes and 9 unemployed people

enrolled.

For delivery and installation staff

In addition to the Tech Academy, the Delivery Academy has

been established to meet the Group’s needs in this profession

where staff are also categorized as being in short supply. To this

end, Fnac Darty started two work-study programs for delivery

apprentices (Paris and Toulouse), each with 55 students.

n POEI home service technicians: 1 class and 3 unemployed

people enrolled.

n POEI delivery and installation staff: 3 classes and

11 unemployed people enrolled.

Vanden Borre and “Les Petits Riens” in Belgium

For kitchen designers

In Belgium, a close collaboration was launched in 2021 between

the organization “Les Petits Riens” and Vanden Borre. The

association, which repairs and resells large domestic appliances

supplied in part by Vanden Borre, provides a year-long training

program for people returning to the labor market to become

repair technicians. At the end of this one-year apprenticeship,

the apprentice technicians will be able to apply for a permanent

contract with Vanden Borre as of 2022.

Under the Group’s diversification policy, the kitchen design-

installation business has experienced strong growth for several

years. To support this growth, the Kitchen Designers Academy

offers a 40-day course, alternating with in-store training periods.

This system creates an environment conducive to developing the

skills needed to perform this complex job.

n Technicians: 5 people in training.

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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 has

been a key challenge since 2020, due to the health crisis linked

to Covid-19.

Over and above the exceptional context of the past two years, the

Group continued to invest in the health and safety of its employees,

particularly those most exposed to the risk of workplace accidents,

starting with logistics employees. Fnac Darty also decided, under

the GEPP agreement, to recognize some of its roles as “high

physical impact”. This concerns in particular the roles of delivery

driver, technician and order picker. Even if these jobs do not meet

the legal deﬁnition of arduous work, the Group wants them to

beneﬁt from support measures, particularly for staff aged over 50.

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.

2021 Results

Scope: Group (excluding Nature & Découvertes)

2019

2020

2021

KPI: Frequency rate of workplace accidents with stoppage time

KPI: Severity rate of workplace accidents with stoppage time

27.5

1.5

30.1

1.7

31.5

1.9

n maintaining capacity controls for meeting rooms, lifts and the

2.1.3.1 / Health crisis: strong measures

to protect employees and maintain

operations

canteen at the head ofﬁce;

n speciﬁc in-store disinfection protocols after any report of a

positive Covid-19 case: disinfection or spraying;

Even if the impacts of the health crisis were not felt as strongly

as in 2020, 2021 was characterized by the implementation of

health measures that ensured optimal protection of employees

and customers while continuing to maintain business activity and

expected service levels.

n a more widespread use of remote working for all eligible

employees, going beyond government recommendations;

n the implementation of a managerial support system created in

2020 and deployed in 2021 with the aim of promoting remote

working and training employees in best practices;

The procedures aimed at ensuring health safety in Fnac and Darty

stores, as well as at the head ofﬁce, such as social distancing,

preventive measures and wearing masks, were maintained in

2021.

n the authorization of time off for Covid-19 vaccination for

employees and their children and the establishment of

a vaccination program in collaboration with the ACMS

(Association of Medical and Social Centers) in 2021;

Other measures have also been extended or introduced, such as:

n notices reminding people of preventive measures, social

distancing and the obligation to wear a mask at all the Group’s

sites;

n the extension of the external listening and psychological

support unit available seven days a week as well as the support

of a social worker;

n the provision of masks and sanitizer gel;

n mandatory training on preventive measures and social

distancing for all employees.

n regular in-store brieﬁngs to raise awareness among all teams

as well as the distribution of HR communications following the

issuing of new government measures;

All these health procedures were developed in full compliance

with the recommendations of the French government and in

consultation with labor unions.

n maintaining the “Covid ofﬁcers” appointed at each logistics site

and at the head ofﬁce, as well as very frequent and thorough

talks with the social partners in order to discuss any difﬁculties;

In short, Fnac Darty has continued to make the health and safety

of its employees and customers a priority. In addition, the Group

has not only complied with government recommendations, but

has also sought to offer its employees greater ﬂexibility, particularly

as regards remote working for those eligible or facilitating their

vaccination.

n spaces and mealtimes organized so as to limit the circulation

of the virus;

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n the gradual introduction of “prevention channels”, resulting

in the appointment of employee representatives for each

department. Their aim is to improve safety conditions by

carrying out audits as well as monitoring training and safety

posters. The deployment of “prevention channels” will

commence in 2022 in order to disseminate the new health and

safety measures more effectively;

2.1.3.2 / Risk prevention for the most

accident-prone roles

The Group initiated in 2020 and deployed in 2021 an action plan

to enhance safety training and monitoring of the completion of

regulatory training such as “gestures and postures” training, or

risk management training; deemed mandatory by Fnac Darty. This

action plan is addressed to all the Group’s employees, and more

particularly to operations management employees, speciﬁcally

delivery and installation staff, logistics staff and after-sales

technicians, whose activities are the most accident-prone.

n a renewal of the investments made in order to find new

innovations to reduce the physical loads borne by employees.

These investments also aim to reduce certain risks, such as the

installation of wheel locks to prevent the truck moving off too

soon, wrapping machines to limit manual pallet wrapping and

the adaptation of workstations to the tasks to be performed;

In 2021, a 24-hour risk management training course was given to

all managers in the Operations Department, in order to raise their

awareness of and responsibility for health, safety and security risks.

The training covered several major topics such as the coordination

of safety issues at the workplace, ﬁre prevention, procedures for

armed robbery/attack, road safety, as well as several modules

dedicated to the regulatory framework and social legislation. This

training will be extended to supervisors in 2022.

n enhanced communication with the introduction of accident

alerts and prevention packs common to all six sites.

Delivery/installation

Darty’s flagship service, the delivery and installation of large

domestic appliances, accounts for more than 1,800,000

customers supplied, between 700 and 800 delivery teams

and nearly 500 Darty vehicles. Aware of the risks and potential

accidents inherent in these activities for employees, but also for the

customers they work for, the Group continued to launch projects

in 2021 to guard against them:

In order to embed this knowledge in day-to-day practices and

instill a safety culture, specialist instructors will be sent out into the

ﬁeld in 2022 to work with teams on developing concrete processes

that “ritualize” risk prevention.

Logistics

n installation and monitoring of load reduction tools, such as

During handling activities, repeated movements, bearing heavy

loads and trolley vibrations are at the root of musculoskeletal

disorders (MSD), the leading cause of workplace accidents in the

logistics sector.

electric trolleys;

n organization of muscle training sessions to prevent injuries and

MSDs;

Fnac Darty once again invested in modernizing its warehouses in

2021, by putting workstation ergonomics and, more broadly, safety

at the heart of the projects launched, for example:

n monthly vehicle checks, including tire pressure;

n pilot projects for eco-driving tools, the number one priority for

2022.

n the launch of a study of physical measurements at the Plessis

and Massy sites for trolley vibrations and noise;

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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 Develop the product range

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 and climate regulations

(across the entire product life cycle)

n Depletion of natural resources and rising greenhouse gas

emissions, related to the life cycle of products

n Market growth for “responsible” products (reliable, repairable,

consuming less energy, recyclable, etc.)

n Access to new markets (second-hand, urban mobility)

n Groundbreaking innovations

n Employee commitment, involved in a meaningful

Company project

n Monetary valuation of unsold goods and waste

Levers put in place

by Fnac Darty

2021 Actions

KPI and indicators monitored

n Development of objective

and transparent customer

information

n Ongoing consumer advocacy work

by Labo Fnac

n After-Sales Service Barometer, Sustainability

Score and Sustainable Choice: faster

promotion of the most sustainable products

n KPI: sustainability score^(a)

n “Sustainable curation”

to support eco-design

and an educated choice

n Strengthening governance with the creation

of a Sustainability Committee to develop

the product range

n Progressive integration of sustainability

criteria in commercial purchases

and in supplier dialogue

n Share of products with an environmental

certiﬁcation in the Nature & Découvertes offer

n Share of Nature & Découvertes revenue

generated by products with a positive impact

n Share of revenue labeled Sustainable Choice

n An ever more responsible Nature

& Découvertes offer, thanks to the

Sustainable Innovation Division

n Innovations to make

repairs simpler and more

economically relevant

for customers

n Creation of an intelligent after-sales service

knowledge base dedicated to customer

relations and repairs

n Expansion of the Darty Max (and Vanden

Borre Life) repair subscription to new product

categories

n Number of persons dedicated to repairs

n KPI: number of products repaired

n Visits to the website of the after-sales service

community

n Development of the WeFix repair company

and the After-Sales Service Community

n A department dedicated

to the second life

of products

n Rapid development of the second-hand

product offer

n Acceleration of donations of unsold goods

n Number of second-hand products sold

n Number of products donated to associations

(a) Sustainability score: average of a reliability score and a reparability score, calculated on the basis of data collected by Fnac Darty’s After-Sales

Service Department over the last two years for each product listed, weighted by the volume of products sold by the Group in the year in question.

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Levers put in place

by Fnac Darty

2021 Actions

KPI and indicators monitored

n Packaging and waste

management optimization

initiatives

n Enhanced management of waste recovery

performance

n Continuation of partnerships with Envie

n KPI: waste recycling rate

n Volume of packaging consumed/revenue

n KPI: volumes of WEEE collected

n Raising awareness among n Active cooperation with public authorities

the general public

of sustainability issues

n Creation of a “green” offer from the Retailink

advertising network for advertisers

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.

surveyed by Fnac Darty consider the environmental and social

actions implemented “important” when choosing a brand.

For the Group, these developments are accompanied by:

n transition risks, directly linked to its business model and its

ability to adapt to new customer expectations, but also to ﬁnd

new growth drivers, while meeting increasing regulations on the

circular economy and climate;

As part of its annual “Responsible Consumption Barometer ⁽¹⁾”,

Fnac Darty surveyed more than one thousand French consumers

in the ﬁrst quarter of 2021: 33% of respondents said they were

very committed to more responsible consumption, 44% said they

pay more attention to their social and environmental impact when

buying a product, and 42% have even reduced their consumption

– of these, 65% gave environmental and ethical concerns as the

main reason.

n opportunities to develop new markets (second-hand, urban

mobility), to reduce its indirect costs and to gain market

share by proposing a product range that meets customers’

expectations.

Fnac Darty has fully integrated these issues into its strategy,

placing sustainability at the heart of its plan Everyday. This ambition

is based in particular on established historical assets: repair and

advisory services.

Although quality and price remain the main drivers for choosing

a brand or a product, the brand’s CSR initiatives are increasingly

taken into consideration by customers. Thus, 56% of consumers

(1) “Responsible Consumption and CSR Image Barometer”, Enov for Fnac Darty (February 2021).

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Promote sustainable consumption and an educated choice

2.2.1 / HELP CUSTOMERS MAKE AN EDUCATED CHOICE

As customers face an inﬁnite number of choices, for several years

2.2.1.2 / Promote the sustainability

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 Group’s brands.

of products and services, to enable

an educated choice

The manufacturing phase is the main source of greenhouse gas

(GHG) emissions in a product’s life cycle, as illustrated by the

analysis carried out by Fnac Darty in 2021 (see section 2.4.4.5.1).

As a retailer, the Fnac Darty is therefore 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

on a product’s performance, repairability and reliability helps

customers to choose more reliable and repairable products, and

encourages manufacturers to design more sustainable products.

GHG emissions from the entire life cycle of new products sold

by the Group in 2021 will reach approximately 3.2 million tons of

CO₂, which is nearly 80% of its total carbon footprint. Emissions

generated by the manufacture and use of domestic appliances

and consumer electronics represent the majority of this total; the

carbon intensity (i.e., average GHG emissions, related to a product)

of a large domestic appliance is around 340 kg CO₂eq, that of a

television 350 kg CO₂eq and that of a computer about 125 kg

CO₂eq.

2.2.1.1 / Helping people to make the best

choice is the historic mission

of the Labo Fnac

Taking action on the most carbon-intensive product categories

is therefore the Group’s top priority in order to align its GHG

emissions reduction path with a trajectory that limits global

warming to 1.5°C. Fnac Darty is focusing its customer information

efforts on these products, guiding customers toward the most

reliable and 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.

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 addressing these two

criteria and over the past three years, it has developed innovative

tools to make this data public and understandable to all, and to

highlight the most sustainable brands.

Test results are published monthly on fnac.com, since

December 2016 on labofnac.com and since October 2021 on

L’Éclaireur Fnac, the Group’s new website dedicated to the

worlds of culture, pop culture, tech and social issues. Labo Fnac

publishes information on high-tech products and laboratory tests

supplemented with editorial content, to help consumers make the

right choice.

The After-Sales Service barometer

In October 2021, Fnac Darty released the fourth “After-Sales

Service Barometer”, its annual study on the reliability and life span

of domestic appliances and multimedia equipment, by brand.

Conducted in partnership with Harris Interactive to guarantee the

reliability and objectivity of the results, this study has become an

essential information and benchmarking tool, and thus a valuable

decision-making aid for customers when making purchases.

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 devising a repairability index

initially launched on PCs and extended to smartphones in 2019.

This was a signiﬁcant source of inspiration for the government

index, which has been mandatory since January 1, 2021 (see also

section 2.2.1.2).

This fourth edition was expanded to 77 domestic appliance and

consumer electronics categories (63 in 2020) and was based on

analysis of more than 721,000 Darty after-sales service repairs

performed between August 2020 and July 2021, and on a survey

of approximately 41,000 Darty customers. For the ﬁrst time, it

includes data from repairs carried out under Darty Max, the

subscription-based repair service for all domestic appliances

launched by the Group in late 2019 (see also section 2.2.3).

In 2021, 849 tests were conducted on 447 products to compare

them based on performance criteria that are not always easy to

assess at the point of sale, a signiﬁcant increase compared with

2020.

Since July 2021, Labo Fnac has been publishing all the results of

its tests on its new dedicated comparison tool https://lab.fnac.com,

likewise available within the Fnac Shop tool in stores, to serve as a

sales aid, since October 2021. This tool is automatically fed by the

laboratory database and is freely available to all visitors.

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Main ﬁndings of this fourth barometer:

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.

n awareness of sustainability issues is growing within the industry.

The availability of spare parts for small domestic appliances

has improved signiﬁcantly: the availability of spare parts for

multifunction food processors has increased by +5 years, from

6 to 11 years on average, thanks in particular to Magimix, which

is now committed to providing spare parts for 30 years. The

leading technological product manufacturers have also taken

up the cause: For example, Samsung promises seven-year

availability for all its products spare parts and was one of the

ﬁrst companies to implement the reparability index;

n despite this, for the ﬁrst time, Fnac Darty has noted a drop

in the reliability score of certain products such as espresso

machines, with a drop of 24 points, or food processors,

with a drop of 22 points. This phenomenon, observable on

many brands, could be partly explained by an increase in

the frequency of use of these products in recent months. In

particular, they were used more by the French public in their

homes during the various lockdowns imposed due to the health

crisis.

Sustainability score

Following on from this work on assessing product reparability

and reliability, the Group has developed a method for measuring

the durability of domestic appliances and consumer electronics.

Weighted by volumes sold, these scores were used to calculate

an overall sustainability score, with a baseline of 100 established

in 2019.

In 2020, the data used to conduct this study – breakdown rates

and spare part availability – gave rise to the “sustainability score.”

To make the data easier to read, Fnac Darty has designed a new

dynamic infographic, available on the L’Éclaireur website (https://

leclaireur.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.

In order to use this approach as a tool for steering the Group’s

performance toward a more sustainable offer (see also

section 2.2.2), an objective has been included in the strategic plan

Everyday: achieve a sustainability score⁽¹⁾of 135 by 2025.

Results

2025 Everyday

Scope: Fnac Darty France

2019

2020

2021

objective

Sustainability score (consolidation)

100

105

111

135

With an increase from 100 to 111 (all categories combined) in

two years, this sustainability score shows that, overall, products

sold by Fnac Darty are increasingly sustainable: this is the result

of actions taken by brands to extend the availability of spare parts

and to enhance the design of their products, and also thanks to

highlighting the most reliable, repairable products in-store via the

Sustainable Choice label (see below).

(1) Sustainability score: average of a reliability score and a reparability score, calculated on the basis of data collected by Fnac Darty’s After-Sales Service

Department over the last two years for each product listed, weighted by the volume of products sold by the Group in the year in question.

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“Sustainable Choice”

Repairability index

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.

At a time when brands are being held accountable for their role in

the planned obsolescence of their products, Fnac Darty has taken

the opposing view on these practices by providing information on

product repairability since 2018, more than two years before the

AGEC Law was implemented.

To help customers choose sustainable products, in 2019 Fnac

Darty adopted a clear, objective label: “Sustainable Choice”. 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 been based entirely on the results of the sustainability score:

the Sustainable Choice products thus have the best sustainability

score in their category and price range.

The methodology developed by Labo Fnac in fact largely inspired

the new repairability index applied to manufacturers ⁽¹⁾since the

beginning of 2021. 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 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.

The selection is reviewed every three months so as to incorporate

new products. In November 2021, more than 150 products

(67 large appliances, 53 small appliances and 25 consumer

electronics products) were highlighted in stores and on the Darty

e-commerce site, under the Sustainable Choice label.

The majority of the Labo Fnac index criteria were selected:

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 still not selected as criteria by

the public authorities.

In November 2021, Sustainable Choice labeling was extended to

Fnac, which now also highlights a selection of more sustainable

products (77 products in November 2021).

Lastly, in order to make labeled products more accessible, Darty

has decided to allow its customers to beneﬁt from a 0% credit on

Sustainable Choice labeled products during certain promotional

campaigns.

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.

Results

Following the launch of the Sustainable Choice label, numerous

brands 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 repairability index contained within the AGEC law is now

drawn up by manufacturers, monitored by the French Directorate

of Competition, Consumer Affairs and Prevention of Fraud

(DGCCRF), and displayed by retailers. Alongside the consumer,

Labo Fnac aims to play a role in providing consumers with up-to-

date information by monitoring a number of indexes.

The interest shown by Darty’s customers in these reliability and

repairability criteria, and their conﬁdence in the label’s objectivity, is

shown by the increase in sales of products carrying the Sustainable

Choice label.

(1) Applicable since January 1, 2021 on smartphones, TVs, washing machines, laptops and electric lawnmowers.

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2.2.2 / DEVELOP THE PRODUCT RANGE TO OFFER

MORE SUSTAINABLE PRODUCTS

Continuing the numerous innovations launched by the Group to

better inform customers about product reliability and repairability,

Fnac Darty is upgrading its brand catalogs to include these criteria

in its range. At Fnac and Darty, but also at Nature & Découvertes,

this new stage in the transformation of the business model is

supported by a redesigned governance structure to implement the

continuous improvement approach related to the product offering.

Created in July 2020 and integrated in Nature & Découvertes’

Marketing Department, the Sustainable Innovation Division echoes

the Company’s continuous improvement approach in terms of its

product offer.

More sustainable materials, product repairability, improved

packaging, optimized transportation, and actions to improve the

circular nature of products are just some of the projects tackled

by this team, around three objectives:

Fnac and Darty: a Sustainability

Committee to monitor sustainability

scores for each category

n transition the product range toward a more sustainable

consumption model;

n limit the environmental impact of the products, from design to

In order to successfully implement the action plans related to

the Sustainability priority of the plan Everyday and to achieve

the strategic plan target of 135 by 2025, a dedicated committee

has been created, sponsored by two members of the Executive

Committee (the Commercial Director and the Director of

Transformation and Strategy). It meets once a month, and reports

to the Executive Committee with the same frequency, to monitor

the projects launched and to develop the sustainability of the

range and second life, as well as the associated KPIs, including

the sustainability score⁽¹⁾, both overall and by product category.

marketing;

n promote a circular economy.

More speciﬁcally, a list of 27 stringent criteria was drafted for all

products. They allow enhanced knowledge of the materials used,

and potential alternatives if these are better. The purchasing criteria

used are common to all product families. An analysis of the offering

in relation to these criteria is carried out at the end of each season

in order to adapt the subsequent collection and develop more

sustainable and environmentally friendly products.

In order to raise awareness of these strategic issues among all

the teams in the sales department, and to help catalogs transition

toward a more sustainable product range, the sustainability

department meets with product managers every month to work

with them to improve their sustainability score, through dialogue

with suppliers, for example on the crucial subject of spare parts

availability.

In 2021, more than 1,500 new products were reviewed and all

active listed products are now filtered via critical failure point

criteria. The objective is for all active listed products to meet 100%

of the critical failure point criteria by 2025.

This enhanced screening allows for in-depth listing on major topics

such as:

In order to strengthen commitment and embed a culture of

sustainability within the sales teams, the improvement of the

sustainability score is now an objective integrated in the variable

portion of employee compensation for those eligible for it.

n for minerals: only reference uncolored, non-reconstituted

stones, authenticated by gemology certiﬁcates, thus improving

their traceability;

n for seeds, plants and wood products: species and origin

Nature & Découvertes: a sustainable

innovation division for increasingly

responsible purchasing

monitoring to ensure that none are threatened or invasive;

n for textiles, candles and cosmetics: strengthen the continuous

improvement process for certified textiles, vegetable wax

candles (excluding palm oil), organic cosmetics and the

absence of disruptors;

Nature & Découvertes is acting to make its offer more responsible,

aware of the environmental impact related to the manufacture

of its products. For the company, which is B Corp certiﬁed and

enjoys a high level of trust (48% of French consumers consider

Nature & Découvertes to be a committed brand⁽²⁾), the stakes are

high: inconsistencies between customers’ perceptions and the

company’s practices could damage the reputation of the brand

and the Group.

(1) Sustainability score: average of a reliability score and a reparability score, calculated on the basis of data collected by Fnac Darty’s After-Sales Service

Department over the last two years for each product listed, weighted by the volume of products sold by the Group in the year in question.

(2) “Responsible Consumption and CSR Image Barometer”, Enov for Fnac Darty (February 2021).

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n for food products: certiﬁed organic;

n for wood: FSC certiﬁed;

reduction of store-based after-sales service:

–

creation of a “Repairability” working group made up of

three store managers to promote the repair of products

in-store,

n for products intended for children under three years of age:

no plastic.

–

awareness-raising of on-site teams,

In terms of the Nature & Découvertes product offer, particular

attention is paid to more sustainable alternatives. For example,

portable equipment that runs on solar energy, the availability of

spare parts to extend product life span, or recycled materials, such

as recycled PET fabric for the “On the Road” luggage collection

as well as for throws.

overhaul of after-sales service supplier management to

encourage the repair of certain consumer electronics

products and creation of a new take-back process to

facilitate product processing and follow-up,

–

optimization of spare part management for better

availability, visibility and completeness;

In 2021, the work of the Sustainable Innovation Division has made

it possible to address:

2) reducing the impact of product activity:

1) the sustainability of the product range:

strengthening of sustainable purchasing criteria – critical

failure point criteria, especially for wood and paper (Nature

& Découvertes FSC license),

LongTime label: Nature & Découvertes is the ﬁrst company

to obtain the LongTime label for the “Diffuser” category.

LongTime is an independent label that guarantees product

sustainability (reliable and repairable, moving away from

obsolescence). The labeling of this diffuser is subject to an

audit according to a precise 40-criteria benchmark (among

others: design, type of parts, reparability and after-sales

service conditions, conformity guarantees, upgradability).

The labeled essential oil diffuser, fully dismantlable and

repairable, will be sold starting in spring 2022. The objective

is to replicate this approach with other diffusers,

distribution of an educational infographic to all suppliers,

setting out the 27 critical failure points;

3) optimizing packaging:

the Sustainable Innovation Division implements an eco-

design approach to packaging with the aim of reducing

the environmental impact of packaging in the short and the

medium term (see also section 2.2.5.2). In addition, new

speciﬁcations have been distributed to all suppliers.

optimization of product life, with an initial focus on a plaid

throw designed with an alternative material (recycled PET

from plastic bottles undergoing endurance test/repetitive

washing > 30 cycles without altering its properties),

Results

Scope: Nature & Découvertes

2020

2021

Share of products with an environmental certiﬁcation^(a)

in the Nature & Découvertes offer

11%

76%

12%

70%

Share of Nature & Découvertes revenue generated by products

with a positive impact in revenue from products sold^(b)

(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.

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2.2.3 / ENCOURAGE REPAIRS

At a time when the general public, starting with consumers,

is questioning manufacturers and distributors about early

obsolescence and the environmental impact of products, Fnac

Darty is ﬁrmly committed to a more sustainable approach in its

strategic priorities for the years ahead. For Fnac Darty, extending

product life spans by favoring repair over replacement is its

strongest lever for reducing the environmental impact of its activity,

while helping to create jobs that cannot be offshored and offering

consumers more economical alternatives to buying new products.

Indeed, life cycle analysis of the products sold by Fnac Darty

and assessment of the associated GHG emissions show that the

manufacture of the products distributed by the Group’s brands

in 2021 represented approximately 2.24 million tons of CO₂

equivalent, i.e., 68% of the 3.28 million tons of CO₂eq attributable

to the full life cycle of these products. Extending the life span of

these products by repairing them thus allows substantial “emission

savings”.

To measure this positive impact, with the help of specialist

consultancy ﬁrm EcoAct, the Group conducted a study of products

repaired in 2020. This took a comparative approach, between a

reference scenario where the product is not repaired and leads to

the purchase of a new product, and a scenario where the product

is repaired and leads to emissions generated by the repair activity

(production of spare parts, travel of after-sales technicians, etc.).

To achieve this, the Group can leverage one of its core assets:

its after-sales service. As France’s leading after-sales service, for

more than 20 years, Fnac Darty has been offering repair services

included in the warranty or out of warranty, on all appliances

purchased at Fnac Darty or elsewhere. The Group’s after-sales

service is centralized and is delivered through five after-sales

service workshops (four of which are repair workshops and one a

subcontracting hub), one central spare parts warehouse and more

than 100 technical centers in France.

Fnac Darty and EcoAct’s study of products repaired in 2020,

the methodology and results of which were validated by an

independent third-party organization in January 2022 ⁽¹⁾, showed

that repair activities in France (by Darty’s after-sales service and

WeFix) avoided approximately 140,000 tons of CO₂eq. Although

this analysis, in the absence of an existing benchmark, includes

a high level of uncertainty related to the emission factors used

or the assumptions made, the sensitivity analyses conducted

have shown that the environmental benefit of domestic

appliance repair exceeds the rebound effects of the activity. The

study’s methodology and results are described in more detail in

section 2.4.4.5.

In remote customer relations centers, at after-sales service

counters in stores, at home, in workshops or in WeFix corners,

more than 3,000 employees are dedicated to this activity, which

is at the heart of the strategic challenges of the years ahead and

is a concrete response to the Group’s climate challenges (see also

section 2.4.2).

Objective part of the plan Everyday

n 2.5 million products repaired⁽²⁾in 2025

Scope: Group

2019

2020

2021

KPI: number of products repaired (thousands)

n At home

1,835

460

429

150

616

180

1,822

436

307

134

755

190

2,106

515

397

191

798

205

n In repair workshop

n In-store

n By remote customer relationship centers

n By WeFix

(1) Critical review performed according to ISO 14067:2018 “Greenhouse gases – Carbon footprint of products – Requirements and guidelines for

quantiﬁcation” and ISO 14071:2014 “Environmental management – Life cycle assessment – Critical review processes and reviewer competencies:

Additional requirements and guidelines to ISO 14044:2006”.

(2) Repaired in after-sales workshops, at home, in stores, through call centers, by WeFix.

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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.

Redesigned after-sales knowledge base

With the after-sales service becoming one of the Group’s strategic

priorities, one of the key projects for 2021 was the replacement

of the after-sales knowledge base. In partnership with the start-

up Mayday, Fnac Darty launched Saavy in September, the ﬁrst

intelligent knowledge base dedicated to customer relations and

after-sales service, built in consultation with all the teams in the

channel. This library centralizes and makes available to technicians

all the know-how of the after-sales service, in a standardized and

easily accessible way, to improve the understanding and resolution

of customer problems, covering knowledge of products, operating

techniques and procedures, in the form of tutorials and problem-

solving support.

In 2021, the Group decided to expand its offer to the entire home:

small domestic appliances, home cinema TV, sound, photography

and multimedia. Since June 2021, three distinct plans have been

offered to customers, covering around four million products, with

the aim of reaching two million Darty Max subscribers by 2025.

A major pillar of the new strategic plan Everyday, the development

of Darty Max should enable Fnac Darty to become a trusted

partner of consumers in their daily lives, helping them to make

sustainable purchases and to manage their daily household uses.

This indispensable tool, which can be integrated into existing IT

systems, is now used on a daily basis by the Group’s technicians

to further improve the performance of the after-sales service, in

particular for resolution of minor faults remotely and for diagnostics,

which helps to reduce the carbon footprint related to home calls

by technicians.

The Group thus offers customers the possibility of easily repairing

rather than replacing, with no limit on the number of devices,

faults or age, as long as spare parts are available. The service

includes remote assistance, diagnostics, labor and replacement of

defective parts for all devices purchased at Darty or elsewhere ⁽¹⁾.

Darty Max also includes maintenance advice, help with the use

of appliances and priority access for home service calls and

telephone assistance.

2.2.3.1 / Darty Max, making repairs

easier and improving product

sustainability

The Group continues to enhance the services offered to Darty

Max subscribers by providing, in addition to the repair of their

appliances, support for the maintenance of their appliances in the

form of an annual video consultation.

Objective

n Two million subscribers in 2025

With this all-inclusive solution, this new service helps extend the

life span of all electrical and electronic products by widening and

facilitating access to unlimited repair of domestic appliances.

One of the lessons learned from the After-Sales Service Barometer

is that the price of repairs (of labor and spare parts) is a major

2025 Everyday

Scope: France

2020

2021

objective

Number of Darty Max subscribers

approx. 200,000 approx. 500,000

2,000,000

In Belgium, a similar subscription-based

repair service

2.2.3.2 / WeFix, to extend smartphone

life span

In 2021, a similar service was launched by 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.

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 30,000 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.

(1) With a ﬂat fee for the ﬁrst repair.

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The arrival of WeFix within the Group helped to speed up the

banner’s development: in 2021, 22 new repair corners were

opened, bringing their total number in France and Belgium to

139. The opening of these new corners also created jobs: in total,

280 people were recruited and 222 people were trained as repair

technicians.

n 115,000 questions and 620,000 answers were placed

pertaining to a product or product family, which can be

consulted indeﬁnitely;

n assistance from 8 Darty experts, for the technical validation of

answers provided by the community.

Thanks to the After-Sales Service Community, visitors looking for

solutions can themselves identify the diagnosis for a breakdown.

Next, depending on their needs, they can purchase a spare part 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.

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, over 30 tons of electronic waste was

averted.

The XForce 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 2021, 200,000 XForce protective coverings

were installed and a new variant was created: XForce Antibacterial,

whose ﬁlm is treated to destroy 99% of the most common surface

bacteria⁽²⁾. This was voted product of the year 2021⁽³⁾.

2.2.3.4 / PC Clinic and Clinica Fnac,

offering repair services

for consumer electronics

in Portugal

Committed to extending the life span of consumer electronics

since 2010 and with the opening of the ﬁrst Clinica Fnac repair

workshop, Fnac Portugal is strengthening its repair services year-

on-year.

2.2.3.3 / The after-sales service community,

to encourage a DIY approach

With the acquisition, in 2019, of PC Clinic, Fnac Portugal is able

to offer its customers a reliable network of local services, with

dedicated corners in some 30 Fnac stores, nearly a dozen PC

Clinic Powered by Fnac stores, repair workshops and more than

160 after-sales technicians.

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.

This collaborative workspace allows internet users and Fnac Darty

technicians to share their experience and knowledge 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 always visible

and accessible to the greatest number of people, who can then

use them with complete conﬁdence.

Fnac Portugal’s objective is to expand its on-site repair services,

especially for smartphones.

More than 48,300 devices under warranty and out of warranty

were repaired by the PC Clinic and Clinica Fnac teams in 2021.

With the aim of further accelerating the process, Fnac Portugal

has strengthened and extended its partnerships with major brands

including Apple, HP, Samsung, Huawei, Lenovo and Asus.

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.

Synergies between the Group’s various brands have also led Fnac

Portugal and WeFix to join forces: since 2021, the Portuguese

subsidiary has been offering the XForce solution, a custom-made

self-repairing ﬁlm for the screens of consumer electronics, in a

dozen stores, which also helps to extend the life span of these

fragile products. The goal is to offer this service in all Fnac stores

in Portugal by the second quarter of 2022.

Site traffic increased by more than 30% in 2021; more than

10 million users used the sav.darty.com community to ﬁnd repair

solutions.

At the end of 2021,

n over 900 maintenance and repair tutorials were available, drawn

from the technical knowledge base constituted by the Group

over more than 20 years;

(1) Source: Ademe.

(2) Test performed according to ISO 22196:2011 by the independent laboratory SGS.

(3) Study and test conducted on XForce Antibacterial by Nielsen/treetz with a total of more than 15,000 consumers in France, end of 2020 –

poyfrance.com.

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2.2.4 / GIVE A SECOND LIFE TO PRODUCTS

A major commitment for the Group, the “second life” business is

part of the transition to a more circular economy, in which reuse

extends product life spans.

The objective pursued in 2021 was to develop an offering that

optimizes the Group’s internal product ﬂows without dumping or

stockpiling, while offering its customers an alternative to new with

the quality, trust and service standards that characterize its brands,

in terms of:

As a result of high customer expectations and the obligation

contained in the anti-waste law for a circular economy (AGEC),

the management of unsold and so-called “non-saleable” (obsolete,

outdated, etc.) products has become a priority development area

for the Group in recent years.

n visibility, with the redesign of displays on the Darty (2021) and

Fnac (2022) commercial websites, to specify second-hand

product condition;

In order to ﬁnd responsible solutions to customer returns and

unsold goods, widen access to technology at a lower cost, and

get more value out of these products, in 2018 the Group created a

dedicated “second life” department, which became a department

in its own right in 2020, integrated into the Group’s Commercial

Department.

n delivery-installation, with the same service offering as for new

products;

n associated repair services, with the integration of second-

hand products into the Darty Max maintenance and repair

subscription service.

With a unique positioning on the market, 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.

The second life business, which is growing rapidly, is developing

several recovery channels:

n resale of second-hand products;

n resale of nonfunctioning products to discounters;

n donations to associations.

Thus, the resale of second-hand products on websites involves

products in excellent condition and mainly:

n products from warehouses with damaged packaging;

n products tested by Labo Fnac;

In order to measure the positive impact of these second life

activities, the Group conducted a study in 2020 with the help of

specialist ﬁrm EcoAct. Based on the entire product life cycle, the

study used a comparative approach, between a reference scenario

in which the product is purchased new, and a scenario in which

the product is reconditioned or donated.

n products returned by customers within the cancelation period;

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.

The Fnac Darty and EcoAct study on products sold second-

hand, sent to discounters or donated to associations has

shown that second-hand activities in France avoided around

3,500 tons of CO₂equivalent in 2020. In the absence of an existing

benchmark to evaluate these avoided emissions, the study has

a high level of uncertainty related to the emission factors used

and the assumptions made, but the methodology and results

were validated by an independent third-party organization

in January 2022 ⁽¹⁾. A more detailed description of the study is

provided in section 2.4.4.5.

In 2021, volumes resold under the Fnac Seconde Vie and Darty

Occasion brands increased by approximately 50% compared to

2020.

Other products, in inferior condition, can be 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.

2.2.4.1 / A range of second-hand products

that meet the same quality

standards as new products

In 2021, as part of the new strategic plan, the Second Life

Department was integrated into the Commercial Department,

illustrating Fnac Darty’s desire to offer second-hand products

alongside its new products.

(1) Critical review performed according to ISO 14067:2018 “Greenhouse gases – Carbon footprint of products – Requirements and guidelines for

quantiﬁcation” and ISO 14071:2014 “Environmental management – Life cycle assessment – Critical review processes and reviewer competencies:

Additional requirements and guidelines to ISO 14044:2006”.

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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 17,000 tons of domestic appliances in

2021. More than 36% of the tonnage of electrical and electronic

waste collected by Fnac and Darty France were repaired and

reused in this way.

2.2.4.2 / Donations to give unsold products

a second life

When new products are deemed unsaleable, Fnac Darty gives

preference to donations to associations or social economy

companies. The second life service has signiﬁcantly developed

this channel since 2020. In 2021, nearly 600,000 products from

the catalog were donated to associations (+173% compared

with 2020) such as the Agence du Don en Nature, Cocliclown,

France terre d’asile, and long-standing partner associations such

as Emmaüs France, Bibliothèques sans Frontières, Envie and

Secours Populaire.

These partnerships and the volume of donations (financial or

in kind) made to associations are presented in more detail in

section 2.3.3.2 – Solidarity initiatives.

In 2021, an extensive project was launched for the donation of

unsold goods directly by and from stores, in partnership with

Comerso, one of the leading players in recovery of unsold goods,

which has developed a logistical and IT solution for managing

donations in kind. This project aims to optimize this management,

so as to avoid the centralized storage of unsold products in

warehouses (and thus limit transport) and to create a direct impact

on the areas in which the stores are located, via associations that

are often local. It also aims to optimize their recovery.

2.2.4.3 / A partnership to reduce food

waste at Nature & Découvertes

In order to limit food waste, Nature & Découvertes manages its

unsold products in partnership with Too Good To Go, a mobile app

dedicated to the sale of unsold items at low prices.

Since the beginning of this partnership in 2019, which involves

85 stores, more than 14,700 baskets have been saved,

representing 14 tons of food saved and more than 37 tons of

CO₂avoided.

A pilot phase was launched at the end of 2021, for deployment to

all Fnac, Darty and Nature & Découvertes stores in 2022.

Nature & Découvertes is also one of the companies that signed the

Consumption Date Pact, bringing together ten key commitments

to combat food waste.

In parallel, the Group has yet again run its established social

inclusion projects, 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, and the partnership with Envie.

2.2.5 / REDUCE PACKAGING, 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:

Environmental Code and the Order on the obligation to keep an

outgoing waste register, extension of the principle of extended

producer responsibility to new waste categories, etc.);

n packaging waste (cardboard boxes, plastic sheeting,

n to limit the costs associated with waste processing by reducing

the proportion of non-recyclable waste through better sorting

of materials (increase in waste processing costs linked to the

general tax on polluting activities, penalties for downgrading

skips in the event of poor sorting of materials);

polystyrene);

n waste electrical and electronic equipment, batteries and other

small consumables (cartridges, light bulbs, etc.).

For the Group, optimizing the management of this waste is

essential:

n to improve the Group’s performance in terms of waste recovery,

in order to limit the environmental impact associated with

waste.

n to ensure that sites comply with current and future statutory

requirements (the French law on Energy Transition for Green

Growth and the so-called “Cinq ﬂux” [Five ﬂows] decree, the

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to extract any dangerous substances and recycle appliances in

the form of secondary raw materials or backﬁll.

2.2.5.1 / Fnac Darty, the leading WEEE

collector in France

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.

Aware of the signiﬁcant impact of waste electrical and electronic

equipment (WEEE), the Group has historically been committed to

recovering its customers’ old appliances, going beyond its legal

obligations. Thus, for more than ten years, customers have been

able to return one or more appliances to 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

In France, the volume of equipment collected and handed over

to this eco-organization by Fnac Darty (including franchises)

amounted to 46,778 tons in 2021, making the Group the main

contributor of WEEE in the retail sector.

Scope: Fnac Darty France

Scope: Group

2020

2019

2020

2021

2019

2021

KPI: Volumes of WEEE collected

(in tons)

46,373

44,898

46,778

51,489

49,943

51,766

After a cyclical decline in 2020, related to store closures during

the lockdown, volumes collected in 2021 surged to exceed

the volumes collected in 2019. This performance contributes

to the continuous improvement in the recycling rate of this

environmentally hazardous and highly recoverable waste.

2.2.5.2 / 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 click&collect framework.

Other hazardous waste

Fnac Darty is putting in place two key strategies to limit packaging

and the waste it generates: optimization and recycling of

packaging.

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.

2.2.5.2.1 / Optimization of packaging

in logistics

As a result, in France more than 106,000 ink cartridges were

handed to Ateliers du Bocage, part of the Emmaüs network, which

uses recycling as a means of employment integration. Across

the Group, nearly 10 tons of ink cartridges were handed over to

recycling companies.

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.

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.

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.

In 2021, almost 30 tons of batteries and portable accumulators

were also collected at Fnac Darty’s various sites and sent to

recycling organizations.

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 involves a ﬁnancial

contribution for each battery of which the Group is the leading

marketer on the French market, and the implementation of a

collection system for these batteries at all Group sites (excluding

Fnac franchises). In 2021, 340 kg of industrial batteries were sent

to Corepile for recycling.

In addition, as part of its responsible purchasing policy, the Group

is using an increasing amount of recycled cardboard. Since the

end of 2021, all e-commerce packaging in France has been made

of recycled cardboard.

Several action plans are also underway to reduce empty space

inside packages, eliminate packaging for certain products or ﬂows,

replace plastic packaging and use reusable packages.

In Belgium, shrink wrap was replaced at the end of 2021 by a PCR

ﬁlm that is 25% thinner and contains over 60% recycled material.

This change should make it possible to save approximately

2.5 tons of plastic within Fnac Belgium and Vanden Borre.

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Results

Scope: Group

2019^(a)

2020^(a)

2021

Volumes of packaging (cardboard and plastic) consumed (tons)

4,268

0.6

5,758

0.8

5,613

0.7

Volumes of packaging (cardboard and plastic) consumed (tons/€ million)

(a) Excluding Nature & Découvertes.

Packaging purchases were down in 2021, due to the slowdown

in e-commerce activity compared to 2020 and despite the

inclusion of Nature & Découvertes in the volumes recognized.

As a percentage of revenue, volumes were down slightly, due

to efforts to eliminate certain plastics (see below) and to reduce

empty space inside packages.

products. So far, it concerns accessories; since 2021, no plastic

is used in the packaging of these accessories. Action plans are

also being developed to optimize packaging size and use 100%

recycled cardboard, vegetable oils and mono-material packaging.

2.2.5.2.2 / Collection and recycling

of packaging

Reduce the environmental impact of packaging

for own-brand products

Aware of the environmental impact of the waste generated by its

activities, but also of the indirect costs associated with transporting

and processing this waste, the Group strives to optimize its waste

management and anticipate regulatory changes.

At Nature & Découvertes, an eco-design approach has been

assigned to the Sustainable Innovation Division, to improve the

environmental footprint of the packaging used for the company’s

products. This approach encompasses:

Roll-out of a new organization for waste

management

n elimination of plastic as soon as possible, and, if this is not

possible for technical reasons, the use of rPET;

In 2019 and 2020, the Group carried out a major overhaul of

its waste management, 90% of which consists of recoverable

materials. 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.

n use of mono-material packaging, with priority given to paper

or cardboard;

n adjusting packaging to the size of the product to reduce empty

space;

n ending the use of mineral oils, in accordance with the

regulations applicable since January 1, 2022;

The implementation of monitoring software has enabled central

teams to have a real-time view of the volumes recovered, and

teams in the ﬁeld to monitor their performance and correct any

shortcomings, such as downgrades or empty runs.

n innovation to design reusable packaging.

At Fnac Darty, the eco-design approach has also been extended

to the buyers teams in charge of sourcing own-brand and licensed

Results

Scope: France^(a)(excluding Nature & Découvertes)

2021

Volumes of recoverable waste^(b)generated and entrusted to recycling providers (in tons)

Volumes of non-recoverable waste (in tons)

KPI: waste recovery rate^(c)

7,607

4,322

64%

(a) Excluding stores located in shopping malls or sites whose waste is collected by local authorities (for these sites, volume traceability cannot be

guaranteed).

(b) Cardboard, paper, plastic, polystyrene, wood, metal, glass; excluding waste brought in by customers and excluding hazardous waste.

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The assessment made in 2020 as part of the optimization project

carried out with the help of a specialized ﬁrm indicated a waste

recovery rate of 48% (for the scope covered by the project).

Compaction and sorting equipment have enabled this rate to

increase by more than 16 points in two years, to 64%.

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.

An exclusive Fnac Darty waste processing center

in the Paris Region

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).

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.

2.2.6 / 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.

The Group has also responded to requests in connection with the

discussion of the Climate Bill and answered various questionnaires

from parliamentarians on the potential impact of the proposed

measures.

Lastly, Fnac Darty took part in the various consultations organized

on the implementing decrees for the AGEC (circular economy) law.

The Group has also been involved in consultations organized under

the aegis of the Fevad with eco-organizations and the government

on the new obligations incumbent on online platforms under

Article 62 of the AGEC law (obligation to take back used products

subject to extended producer responsibility (EPR) at the point

of delivery; obligation of platforms to assume the environmental

obligations of sellers who do not comply, and in particular

payment of the eco-contribution for sellers who do not have a

unique identiﬁer under EPR). Fnac Darty is also participating in

the activities of the working group led by the Ministry of Ecological

Transition on the sustainability index.

2.2.6.1 / Cooperative works with public

authorities and associations

around sustainability issues

During 2021, Fnac Darty contributed to the parliamentary debates

on the bills concerning its activities.

The Group has therefore actively supported the proposed law

aimed at strengthening the bookstore economy and nurturing

fairness and conﬁdence among industry players. Fnac Darty took

part in the consultations preceding the drafting of this legislation

and provided the bodies responsible for drafting the impact study

with ﬁgures and studies. Fnac Darty attended several parliamentary

hearings, during which it explained its support for the legislation

and proposed changes to make it more secure and operable.

One such example is an amendment covering mixed baskets

and subscription programs. The law was published in the Journal

ofﬁciel gazette on December 30. Its application is subject to the

publication of a decree setting the pricing scale for home deliveries.

This legislation will be the subject of a consultation in which the

Group has already indicated it will participate.

In addition to legislative and regulatory requirements, the Group

has continued its voluntary commitments:

n Fnac Darty was one of the architects and ﬁrst signatories of

the “charter of commitments for reducing the environmental

impact of e-commerce”, which lays the groundwork for a

more sustainable development of the sector by means of

ten commitments organized around four themes: consumer

information, packaging, warehouses and deliveries, and

monitoring (see also section 2.4.4.4.2);

Fnac Darty has also contributed to discussions on the “Digital

Environmental Footprint” bill, with studies and proposals. The

Group has expressed its support in principle for this text but has

warned of the risks of making the vendor liable for obligations that

it does not have the means to obtain or verify (particularly with

regard to software updates).

n the Group is participating in the preliminary work to draw up

a charter for retailers to support the extension of product life;

n at the local level, Fnac Darty also participated in and contributed

to the “urban logistics” consultation organized by the City of

Paris;

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n the Group’s Chief Executive Ofﬁcer and numerous members

of the Executive Committee took part in the Assises du

Commerce held in December under the aegis of the Ministry

of the Economy and Finance. This event was an opportunity to

make concrete proposals for more sustainable and fairer trade

in the future.

In 2021, 17 advertising campaigns beneﬁted from this booster

system.

Nature & Découvertes raises awareness

about biodiversity protection and the virtues

of active learning in touch with nature

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.

2.2.6.2 / Raising awareness among

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, it revamped Darty’s famous “Contract of Conﬁdence” by

adding to the triptych “Price, Advice, Service” the commitment

to “Sustainability”. In 2021, 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 monthly editorial newsletter raises awareness on

environmental causes and societal issues that challenge our

lifestyles, encouraging us to adopt a more sustainable way of

living. In 2021 Nature & Découvertes addressed key issues such

as our relationship with living things, sustainable food, the forest,

and protection of the natural environment.

In 2021, for the fourth year running, the brand also organized

a Fair Friday (as opposed to Black Friday), aimed at turning the

spotlight on other “reductions”: those of biodiversity, particularly

the loss of wild habitats. An awareness campaign was held from

November 22 to 28 through our social networks and newsletter,

with particular visibility given to the documentary ﬁlm “Animal” by

Cyril Dion, which the Foundation co-ﬁnanced.

An eco-friendly offer for advertisers

In 2021, the creation of Retailink by Fnac Darty, the Group’s fully

integrated omnichannel advertising network, was an opportunity

to rethink its outdoor advertising solutions and develop a

media offering in line with its strategic objectives, in particular

Everyday’s sustainability focus. At a time when the stores of the

Group’s brands have become a hub for potential customers, the

advertising network wanted to take advantage of its large DOOH

(digital billboard) portfolio and its role as a key inﬂuencer to raise

customer awareness of sustainable development issues and to

highlight the brands that make the greatest efforts to manufacture

reliable and repairable products, or that are committed to concrete

sustainable development actions.

The director Cyril Dion, as well as the film’s two committed

teenage protagonists, communicated directly with the Nature &

Découvertes community through videos and a free digital event

“Mercredi Buissonnier” (Wednesday Away), open to all, which

more than 150 people attended.

The Nature & Découvertes Foundation doubled the amount

collected via charitable rounding during this Fair Friday week,

in order to ﬁnance the “Zone Sauvage” wilderness campaign,

launched by the “On Est Prêt” movement. This mobilization

campaign, centered around the sixth mass extinction with a focus

on endangered animals in mainland France, collected donations

for the protection of wild animals in France.

This aim has led to the creation of a new offer for brands,

called “Goodlink” and based on a booster system. Fnac Darty

encourages brands to communicate about the sustainability

characteristics of their product (reparability index, “Sustainable

Choice” product) or on an element of their CSR policy. For every

DOOH campaign purchased that meets these criteria, Retailink

offers a 50% boost in visibility. Through this offer, Retailink’s teams

wish to embed the commitment to an educated choice among

advertisers.

“Les Mercredis Buissonniers” is a new digital format launched

in March 2021, to raise awareness among the general public

on societal issues, provide a platform to specialists and share

solutions with the public. Six “Mercredis Buissonniers” events took

place during the year, focusing on the themes of sustainable food,

outdoor schooling, and the protection of the natural environment.

Finally, the program of children’s birthday parties and nature

outings for all ages continued, imbued with Nature & Découvertes’

desire to make all its audiences aware of the importance of

conserving natural ecosystems.

For campaigns focusing on a brand’s CSR commitment,

advertisements eligible for this offer must promote concrete actions

among the seven pillars of the ISO 26000 standard (governance,

human rights, fair practices, communities and local development,

labor relations and conditions, environment, consumer issues). The

CSR component of the campaign is submitted to the Group’s

Ethics Committee for prior approval in accordance with these

criteria.

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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

n Recovery of unsold non-food items while maximizing the Group’s

societal impact

Levers activated

2021 Actions

n Nearly 40 store openings net of closures

Indicators monitored

n Opening of franchises in

small and medium-sized

cities

n Number of stores opened

n Promotion of cultural

diversity

n Creation of a new recommendations website, n Number of cultural events

L’Éclaireur Fnac

n Support for artistic creation n Continuation of cultural events in physical

and digital formats

n Development of solidarity

projects

n Boost collection of

n Local projects ﬁnanced by the

Nature & Découvertes Foundation

n Rerun solidarity projects

n Amount of donations funded by Fnac and Darty

n Amount of donations collected from customers

n Number of books collected for Bibliothèques

sans Frontière

donations from customers n Rollout of charitable rounding

n Systematic donation

of unsold goods

at Fnac checkouts

n Acceleration and creation of new

partnerships for the recovery of unsold goods

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.

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Contribute to the economic, social and cultural development of regions

2.3.1 / FNAC, A COMMITTED PARTNER IN PROMOTING ACCESS

TO CULTURE FOR ALL AND CULTURAL DIVERSITY

Working toward widening access and diversiﬁcation of culture

for as many people as possible throughout France has been

at the core of Fnac’s DNA for over 40 years. Supported by

the entire Group, this pledge can be fulﬁlled on a daily basis in

Fnac stores thanks to a committed team working in the Group’s

Communications, Cultural Action and Public Affairs Department.

experiences broadcast on its cultural portal, La Claque. The Fnac

Livres book fair moved to a new location for this event; Le Shack

is the former printing works of the Calmann-Lévy publishing house

in the heart of Paris.

After a year without an event, Fnac Live Paris also reinvented

itself for 2021 taking a new hybrid format, with a strong emphasis

on discovery. Combining physical events and digital concerts,

the tenth edition of Fnac Live was organized with a new format

and innovative features. A dozen artists, including international

stars such as Ed Sheeran, performed at the event held live at the

Théâtre du Châtelet and online at Leclaireur.fnac.com.

A major pillar of Fnac Darty’s CSR strategy, Fnac’s cultural

initiatives are carried out both locally and nationally through the

strength of its store network, bringing them closer to the general

public and contributing to the social and cultural development of

the regions. At present, it is pursuing three objectives:

n guarantee access to culture for everyone, wherever they are in

With these new innovative formats that include a digital

component, Fnac Live and the Fnac Livre book fair have taken

on a new dimension, allowing people from all walks of life to log in

and attend events remotely.

France, through free events;

n promote cultural diversity, under the instruction of its expert,

committed teams;

Building on the success of “story signing”, a new in-store signing

format introduced in 2020, Fnac continued to run this concept

in 2021, alongside traditional signing sessions. Under this new

arrangement, authors and artists invited to the store sign their

books and albums incognito (without an audience), before the

products are displayed in the store for their fans. This initiative,

which continues to be a huge success, has allowed authors to

safely connect with their audiences.

n support the vitality of artistic creation and promote the up-and-

coming cultural scene.

2.3.1.1 / In 2021: reafﬁrmed support

for culture and artists with hybrid

and digital events

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 2021, a year marked by the

ongoing health crisis, Fnac continued to spread culture by offering

an increasing number of in-person events. Almost 5,700 events

were organized at Fnac stores around the world!

Finally, Fnac has supported the resumption of partner festivals by

organizing related events at the same time, such as the Gérardmer

Festival, the Frames Festival in Avignon, the Beebop Festival and

the Lyon BD Festival.

2.3.1.2 / L’Éclaireur Fnac: a leading

recommendations website

Fnac has also maintained its commitment to artistic creation and

supporting the arts by accelerating the digitization of its cultural

activities. A total of nearly 400 events were broadcast online in

2021. Throughout the year, Fnac organized digital livestream

events with artists in the news, or around unique concepts such

as the “Committed Artists” format.

and an invaluable asset supporting

the Group’s raison d’être

In the fall of 2021, the Group launched L’Éclaireur Fnac, a new

recommendations website that dissects cultural and technological

news and the related societal issues, to guide internet users

toward a more educated choice. With the aim of embodying the

best of Fnac’s cultural expertise, it brings together all the content

produced daily by the Group’s expert editorial teams: Claque Fnac,

Labo Fnac, Conseils Fnac, supplemented by the editorial work of

a team of experienced journalists. L’Éclaireur Fnac will also host all

of its major cultural events (such as the Fnac Live digital concerts

and the livestream events), in order to offer a live or catch-up digital

experience as a continuation of its in-store events.

Fnac’s cultural program was highlighted at this year’s Fnac Livres

book fair. Organized to coincide with the start of the new literary

season and the awarding of the Prix du Roman Fnac (Fnac literary

award), with the aim of offering the general public an event that is

free and open to all, dedicated to books and those involved in the

industry, the 2021 edition of the Fnac Livres book fair was notable

for its unique format. In order to overcome health restrictions, it

has reinvented itself with a brand-new concept combining small-

scale public events with renowned artists and innovative digital

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Contribute to the economic, social and cultural development of regions

Launched in October 2021, the site already attracts more than

500,000 unique visitors per month.

Lastly, the BD Fnac France Inter comics/graphic novels prize

awarded at the beginning of 2022 to the cartoonist Xavier Coste

for his adaptation of George Orwell’s masterpiece 1984 (published

by Sarbacane), has become a major literary award, and is a

reference for all lovers of the “ninth art”.

Designed as a tool to help internet users discover and understand

the cultural and technological world of today and tomorrow,

L’Éclaireur Fnac is intended to support Fnac Darty’s raison d’être:

commit to an educated choice and a sustainable consumption.

2.3.1.4 / Expert, committed, and

knowledgeable Fnac teams

to promote cultural diversity

and innovation

2.3.1.3 / Fnac literary awards: a powerful

inﬂuence within the publishing

sector and an attractive

proposition for the general public

Exemplified in particular by its booksellers and record sellers,

the expertise and passion of Fnac’s teams are regularly praised

by its customers. In 2021, a new way of showcasing their

recommendations came to the fore: in addition to the famous

in-store favorites, numerous editorial tips and several e-book

selections were also addressed to Fnac’s various customer

groups.

Alongside authors and publishers, Fnac, France’s leading

bookseller, continued its literary awards in 2021. These have

become a benchmark for professionals and the general public

alike.

The Prix du Roman Fnac, a Fnac literary award held in mid-

September, went to Jean Baptiste Del Amo for his novel Le Fils

de l’Homme (published by Gallimard), based on a selection by 400

booksellers and brand subscribers.

A leader in new consumer trends and a ﬁrst-hand witness to new

reading practices, Fnac launched a new e-book subscription in

November 2021: Kobo Plus by Fnac. This subscription gives

readers access to a catalog of more than 500,000 titles, including

50,000 in French.

The Goncourt des Lycéens literary prize for senior high school

students, which has become one of the highlights of the literary

year, once again lived up to its promise. As part of its desire to

guarantee access to culture for all, Fnac Darty is committed to

nurturing a taste for reading among young people, developing their

critical faculties and enabling them to meet and exchange ideas

with talented authors. This unique event, which brought together

14 competing authors, 50 high schools and 2,000 students,

saw the award to go to Clara Dupont-Monod’s book, S’adapter

(published by Stock).

Enriched by the expertise of Fnac and Rakuten Kobo, the

Kobo Plus by Fnac e-book subscription also offers readers

the opportunity to take advantage of expert advice from Fnac

booksellers and other cultural ﬁgures (including authors), to guide

their reading choices.

2.3.2 / INCREASE POSITIVE REGIONAL IMPACTS THROUGH

JOB CREATION AND SOLIDARITY

The Group opens new stores every year, thanks to its franchise

2.3.2.1 / Contribute to local economic

activity and create permanent jobs

that cannot be offshored

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.

Key ﬁgures:

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.

n 40 stores opened in 2021 (net of closures);

n 957 stores at the end of 2021;

Through the development of its repair services, Fnac Darty also

contributes to the creation of jobs that cannot be offshored

and supports professional integration in all the regions where it

operates.

n Launch of large-scale recruitment campaigns: 200 technicians

(500 by 2025), 150 delivery personnel and 150 kitchen

designers.

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Contribute to the economic, social and cultural development of regions

By strengthening its repair services, in particular the Darty Max

repair subscription service, Fnac Darty is anticipating future needs

for qualiﬁed technicians.

In addition, historically the Group has played its part to help the

reintegration of the long-term unemployed:

n partner of the Envie (Entreprise Nouvelle Vers l’Insertion par

l’Économie – New Enterprise for Economic Reintegration)

network: since 1984, the Group hands over one third of the

large domestic appliances taken back from Darty customers

to the solidarity network. Envie sorts, cleans, repairs and

reconditions them, and resells them as second-hand products

in its network of stores, thus helping in the reintegration of

dozens of people each year;

In 2020, Darty announced a major recruitment campaign to

integrate and train a set number of individuals for permanent

positions throughout France by 2025, often without qualiﬁcation

requirements.

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 18 new apprentice classes in 2020

(in addition to the 7 opened in 2020), for a total of 182 people,

including 20 employees who were retraining.

n a partner of Ateliers du Bocage (ADB), Fnac Darty also donates

its used ink cartridges every year to this socially responsible

enterprise, a member of Emmaüs. For over 20 years, ADB

has been ﬁghting against social injustice and discrimination

and today employs over 150 people. In 2021, more than

106,000 cartridges were collected and recycled (some of which

were reused), contributing to more than 2,500 hours worked in

reentry placements.

In Belgium, to support the new equivalent service, Vanden Borre

Life, the Fnac Darty subsidiary plans to recruit 50 technicians

throughout the country to strengthen its team, which already

includes 80 repair specialists.

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 €44 million in local taxes, which directly beneﬁt French local

authorities, enabling them to ﬁnance their activities (see also 2.5.6

“Being a responsible taxpayer”).

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).

2.3.2.2 / Socially inclusive projects

Scope: Group excluding franchises

2019

2020

2021

Total raised by socially inclusive initiatives across Fnac Darty (€ incl. tax)

3,855,951

4,519,991

10,986,951

Fnac Darty donations

Scope: Group excluding franchises

(€ incl. tax)

2019

2020

2021

Donations to associations (Télémaque, Sport dans la Ville, etc.)

Sponsorship (Sciences Po, Académie Goncourt, etc.)

Donations in kind (Braderie de Dijon, Secours Populaire, Emmaüs, Envie, etc.)

Nature & Découvertes foundations

89,000

130,000

161,611

190,000

170,000

195,000

2,310,177

728,643

2,890,671

426,863

9,211,292

601,902

TOTAL

3,257,820

3,669,145

10,178,194

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Contribute to the economic, social and cultural development of regions

Customer donations

Scope: Group excluding franchises

(€ incl. tax)

2019

2020

2021

Customer solidarity:

n Un Rien C’est Tout charitable rounding

n Common Cents charitable rounding

n Nature & Découvertes charitable rounding

n Bibliothèques sans Frontières book collection

TOTAL

171,637

94,023

296,372

43,522

272,778

113,963

174,108

247,908

808,757

195,815

136,656

598,131

150,916

360,036

850,846

Driven by its social and cultural responsibility, Fnac Darty has

launched initiatives aimed at creating links with associations

and supports numerous local projects. This willingness to act is

intrinsic to the values of Fnac Darty. It also rightly matches the

expectations of customers who want to buy from a dynamic brand

that is committed to these social issues. These projects take the

form of ﬁnancial or product donations, made directly to the Group’s

partner associations or, indirectly, through customer donations via

charitable rounding mechanisms at the time of purchase.

The challenges for the Group are threefold:

n meet the obligations contained in the anti-waste act for a

circular economy (AGEC);

n reduce the environmental impact of the waste generated by

its activity;

n commit to a social initiative by redistributing these unsold

products to associations that can use them.

Tests were carried out in the Fnac stores in Nantes and Le Mans.

This scheme is scheduled to be rolled out in 2022 at all integrated

sites, Fnac, Darty and Nature & Découvertes.

2.3.2.2.1 / Fnac Darty: ﬁnancial sponsor

and donor of recoverable products

Lastly, the decrease in 2021 for Bibliothèques sans Frontières

collection is attributable to the exceptional results of 2020, when

the collection lasted for three weeks instead of one and also

beneﬁted from the “yard sales” held by donors during the various

lockdowns. Compared to 2019, canceling out the effects related

to the health crisis, 2021 was a particularly successful year.

Financial donations to associations, sponsorship

and donations in kind – Fnac Darty France

Fnac Darty is a longtime supporter of several associations, such as

Télémaque and Sport dans la Ville. The Group promotes initiatives

for young people in difﬁculty, people reentering the workplace and

women who are victims of violence. On the other hand, it also

wishes to support the dissemination of culture. Fnac Darty is also

a patron of universities and literary circles such as ESSEC (School

Lab), Sciences Po and the Académie Goncourt.

Donations to associations –

the Nature & Découvertes Foundation

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, since 2005 it has been a member of the

IUCN (International Union for Conservation of Nature).

As part of its “second life” policy (see section 2.2.4), the Group

has signiﬁcantly increased the number of donations in kind (+173%

in volume by 2021). These are intended for associations such as

the Agence du Don en Nature, Cocliclown, France terre d’asile,

and long-standing partner associations such as Emmaüs France,

Bibliothèques sans Frontières, Envie and Secours Populaire. This

strong increase is the result of the efforts made by the Second Life

Department, which has allowed to raise awareness but above all

to coordinate the actions of the warehouses and the sales teams.

This support has made it possible to better identify damaged

products in warehouses and thus to considerably accelerate

donation volumes.

The Foundation supports project leaders in a variety of ways.

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.

Furthermore, in order to further increase the volume of products

offered to associations, a test was launched in 2021 with Comerso.

Through its digital platform, Comerso facilitates the recovery of

recyclable products directly from stores with the aim of donating

them to local partner associations.

In 27 years, the Foundation has ﬁnanced 2,931 projects for a total

of €14.2 million, including 128 projects in 2021.

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Contribute to the economic, social and cultural development of regions

In spite of the numerous Nature & Découvertes store closures

in 2021, the sum collected via charitable rounding was over

€170,000, reﬂecting the strong commitment of the teams to their

associations.

2.3.2.2.2 / Stores and websites: help facilitate

donations in favor of associations

Customer solidarity – Fnac Darty France

Moreover, the Foundation’s “Helping Hand” committees exceeded

the €3 million mark for local projects in 2021.

Since 2017, Fnac Darty 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.

Lastly, five partnerships have been developed through the

Foundation’s global action:

All donations collected via these channels helped to raise more

than €380,000 in 2021. 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 €110,000 was collected in favor of ﬁve

associations (compared with €43,000 in 2020). With Un Rien C’est

Tout, almost €270,000 went to ﬁnance socially inclusive projects.

n “Génération Nature”, Fondation Nicolas Hulot;

n “Ensemble pour la biodiversité”;

n “On Est Prêt” association for the “Wilderness” campaign;

n Francis Hallé association;

n University of the Earth partnership; nine projects related to “1%

for the Planet”: Mer-terre, “Végétariens de France” association,

Aux arbres citoyens, Biloba, Des enfants et des arbres,

Earthship sisters, EKO, Wild & Legal, Wings of the Ocean.

In 2021, Fnac Darty also decided to boost the impact of these

checkout donations by signing a new partnership with microDon

(a charitable rounding solution already in place at Nature &

Découvertes). The aim of this partnership is to automate the

suggestion of donations on Fnac store checkout terminals;

previously, donations were only made voluntarily at the time of

purchase. Pilot tests were conducted in several stores on payment

terminals at the end of 2021. Full rollout at directly owned Fnac

stores owned is scheduled for February 2022.

2.3.2.2.3 / Long-standing partnerships

A partner of Bibliothèques sans Frontières, Fnac organized its

ninth 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. Some 283,000 books were collected

during the year. In nine years, nearly 1,750,000 books have been

donated to Bibliothèques sans Frontières, supporting programs

for access to education and culture.

The beneﬁciaries in 2022 will be the association Un Rien C’est Tout

and the United Nations World Food Program.

Customer solidarity – Nature & Découvertes –

“Helping Hand” committees

A long-standing partner of Secours Populaire, for the thirteenth

year running, Fnac took part in the “Braderie solidaire” sidewalk

sale in Dijon. Combining solidarity with cultural aims, it mobilizes

numerous local talents and involves volunteers from Fnac,

Secours Populaire and the Zénith de Dijon performance venue.

In September, almost 5,000 visitors took advantage of a wide

selection of new entertainment products – books, CDs, DVDs,

toys, video games – at knock-down prices. More than 100 pallets

ﬁlled with products were sold, resulting in a collection of €137,865

(compared with €100,972 in 2020). These funds will allow Secours

Populaire to offer vacation days to disadvantaged families as part

of its vacation program, “Campagne Vacances”.

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.

A hundred or so “Helping Hand” projects are supported each

year via four seasonal committees. The selected projects are

characterized by their strong local presence close to the store

and consist of grass-roots initiatives that often involve committed

people based locally.

Darty has been a partner of Envie since 1984 and has continued

to donate large domestic appliances to the workplace integration

company. More than 36% of the electrical and electronic

equipment collected by the Group was repaired and resold through

Envie’s solidarity networks (see also section 2.2.4.2).

The Nature & Découvertes initiative is unique because, over the

following year, it offers customers a selection of the best local

projects chosen by teams of employees themselves via charitable

rounding at the checkout. As the team is familiar with the project,

they know how to explain it to their customers, who are happy

to make a gesture of solidarity when they make a purchase; on

average, they donate 15 euro cents per cash register round-up.

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A partner of Ateliers du Bocage (ADB), Fnac Darty also donates

its used ink cartridges every year to this socially responsible

enterprise, a member of Emmaüs. Through this partnership,

100,000 ink cartridges have been collected, recycled, and reused

in some cases, providing 2,500 hours of work for employees in

workplace integration programs (see also section 2.2.5.1).

A three-month pilot phase was launched in 2021, involving

2,000 head ofﬁce employees and 1,000 in-store employees. Their

enthusiasm during this pilot phase motivated the Group to extend

the scheme by making the platform available to all Fnac Darty

France employees in January 2022.

This collaborative tool promotes employee commitment, enabling

employees to not only participate in activities that have a big

impact on society but also suggest associations to help. The

launch of this platform also allowed Fnac Darty to honor and

strengthen certain long-term partnerships, such as those forged

with Télémaque and Sport dans la Ville.

For the fourth consecutive year, Fnac Darty supported Secours

Populaire’s “Green Santas” initiative to ensure that no one was left

out at Christmas. Once again, customers of several Fnac stores in

the Paris region were encouraged to donate new presents, such

as books, toys, and other gifts, to go in the sacks of the Green

Santas. The donations were distributed to all family members, but

particularly vulnerable teenagers and young adults.

2.3.2.2.5 / Support for French SMEs and work

integration social enterprises

2.3.2.2.4 / Wenabi: a platform for signing up

to solidarity

When purchasing face masks as part of its policy to protect

employees during the health crisis, Fnac Darty seized the

opportunity to support both the French textile sector and sheltered

workshops. The Group notably partnered with Résilience, which

provided it with masks complying with AFNOR standards. The

Résilience grouping brings together SMEs in the textile sector

and work integration social enterprises, contributing to reshoring

the French textile industry. In 2020 and 2021, a total of 685,000

recyclable masks were ordered.

In 2021, Fnac Darty wanted to promote the charitable work of its

employees and facilitate volunteering by partnering with Wenabi.

Wenabi is a platform designed to unite those who want to make

a difference and associations that need volunteers. The platform

offers various types of one-off volunteering, such as mentoring

work to help young people in difﬁculty, outreach activities to help

the homeless, or activities to beneﬁt the environment.

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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 regulations (energy, circular

economy, 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

2021 Actions

n A Climate Committee that meets quarterly

KPI

n Dedicated governance to

incorporate climate issues n A Group strategy that places sustainability

at all levels of the Company

n KPI: CO₂emissions generated by sites

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

n CO₂emissions generated by e-commerce ﬂows

per package

n CO₂emissions generated by after-sales service

travel per service call

issues at the heart of the business model

n Integration of climate-

related risks in the new

strategic plan

n Mapping physical and transition risks,

and climate-related opportunities

n Development of science-based objectives,

including for scope 3, for submission to

the Science Based Targets initiative (SBTi)

n Genuine actions

to reduce our emissions

and measured results

n Measurement of CO₂emissions by sector

and monitoring of transportation and energy

roadmaps

n Investments in renewable energy and energy

efﬁciency

n CO₂emissions generated by products for repair

traveling to after-sales service workshops per

repaired product

n Measured results for actions taken to reduce

transportation impacts

n CO₂emissions from transportation and energy

from sites by revenue

n Measurement of GHG

emissions generated by

more indirect emission

sources to support all

Group departments

n Extension of the carbon emissions data

to include several scope 3 items, including

new products sold

n Measurement of emissions saved through

repairs and second life activities

n Launch of a “green IT” approach

In its sustainable development policy, reafﬁrmed in the strategic

priorities of its plan Everyday, Fnac Darty is committed to reducing

the environmental impact of its activities, particularly greenhouse

gas emissions, whether these are generated directly by its

activities, or indirectly by the products distributed in its brand

outlets, or by the transport taken by its employees and customers.

To respond to these issues, Fnac Darty signiﬁcantly strengthened

its governance and climate risk management system and set a

target for reducing CO₂emissions aligned with the Paris Climate

Agreement. The development of a low-carbon pathway enabled

the creation of an integrated framework to review all of the Group’s

activities.

Fnac Darty is taking a dual materiality approach and is organizing

and acting to reduce not only the impact of its activities on the

climate but also the impact of climate change on its business.

This integrated management of climate issues was commended

by the CDP (formerly the Carbon Disclosure Project): in 2021, on

the basis of the 2020 data, the Group was awarded an A- rating,

thereby signiﬁcantly improving its score compared to 2020 (C).

With a rating now above the average for European companies (B)

and the average for the specialized retail market (B-), Fnac Darty

has joined the “Leadership” category for the ﬁrst time.

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Reduce impacts on the climate

In this section, Fnac Darty provides a summary of the various

levels of integration of climate issues in the Group’s strategy and

governance in accordance with the recommendations of the Task

Force on Climate-Related Financial Disclosures (TCFD).

This section also meets the disclosure obligations set out in the

European taxonomy for sustainable activities, the “EU Taxonomy,”

in accordance with EU Regulation 2020/852 of June 18, 2020,

on the establishment of a framework to facilitate sustainable

investment within the European Union.

2.4.1 / DEDICATED GOVERNANCE TO INCORPORATE THE ISSUE AT ALL LEVELS

OF THE COMPANY

Fnac Darty has structured its governance in order to strategically

address climate issues.

n The Chief Executive Officer, who embodies the Group’s

CSR commitments, is responsible for making decisions

on investment projects designed to address major risks or

opportunities related to the climate. In 2021, the Chief Executive

Ofﬁcer was the ﬁnal decision-maker for the “Corporate Power

Purchase Agreement” project (direct purchase of renewable

electricity – see section 2.4.4.3) and signatory to two Light

Power Purchase Agreements, which allows the Company to

signiﬁcantly decarbonize its energy consumption mix.

These issues are analyzed and managed by several bodies

(see also CSR governance in the introduction) and by multiple

Company stakeholders.

Role and responsibilities of the Board

of Directors

n As sponsors of the Group’s climate strategy, the General

Secretary in charge of CSR and Governance, and the Director

of Services and Operations regularly review the climate-related

performance of the operational sectors, introduce new projects,

and ensure that the Company strikes the right balance between

its ambitions and available resources. In 2021, within the

framework of the Climate Committee (see below), the General

Secretary in charge of CSR and Governance, and the Director

of Services and Operations reviewed and agreed on the need

to develop a decarbonization strategy for the Group’s transport,

particularly through the purchase of electric vehicles to equip

the After-Sales Service ﬂeet.

n The CSR Committee examines the CSR strategy and

the Group’s low-carbon pathway twice a year; it makes

recommendations to the Board and reports any aspect that

it deems salient for informing the Company’s global strategy.

n During its review of the Group’s mapping of risks, the Board

of Directors’ Audit Committee notably examines the identiﬁed

risk associated with poor integration of climate issues in the

strategy and makes recommendations.

n The Strategy Committee validates the business model’s

priorities and ensures that they are consistent with stakeholders’

expectations, particularly with regard to the integration of

climate risks.

Role and responsibilities of the Climate

Committee

Role and responsibilities of the Group’s

management

Climate issues are analyzed and managed by the Climate

Committee, headed by the CSR Director. The Executive

Committee is represented at this level by the Director of Services

and Operations, and the General Secretary in charge of CSR and

Governance.

n As often as it deems necessary, the Executive Committee

reviews the strategic climate-related policies and priorities

using an approach that incorporates these issues into the

implementation of the strategic plan Everyday. As a result of

their role in monitoring the rollout of the plan Everyday, the

Executive Committee regularly discusses climate-related issues.

In 2021, several major projects were reviewed by the Executive

Committee, such as the rollout of customer information on the

environmental impact of the various delivery methods (see

section 2.2.1) and the extension of the repair subscription

model to include new product categories (see section 2.2.3.1).

The members of the Executive Committee also met in 2021 to

participate in a Fresque du Climat workshop to build awareness

of the main mechanisms of climate change, demonstrating

the Group’s commitment to integrating climate issues into its

strategic priorities.

Created in 2019, it meets quarterly to monitor trends in the CO₂

emissions generated by the Group’s activities, to draft action plans,

and to monitor roadmaps of the various operational sectors, as

well as to work on extending the low-carbon strategy to include

other indirect emissions items.

In 2019, the members of the Committee (Management

Committee of the Services and Operations Department –

National Transportation, After-Sales Service, Logistics and Flows,

Services Policy) were trained on climate issues and carbon

footprint measurement. Since then, they have continued to add

to this training as part of an approach designed to enhance skills

development, participating regularly in conferences as well as ad

hoc working meetings with other players in the sector, and actively

monitoring the latest developments in these topics.

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n The Director of Public Affairs actively monitors climate-related

regulatory developments and collaborates with the CSR

Department to maintain a dialogue with public authorities on

various related issues.

Role and responsibilities of business line

and subsidiary representatives

In order to roll out the Group’s low-carbon strategy, managers were

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 for creating performance

indicators that allow each department to manage their low-carbon

roadmap and incorporate reduction objectives into economic and

operational performance projects.

n The Internal Audit Department identifies and evaluates the

management of certain climate-related risks through internal

control committees or during regular exchanges with the

Group’s various departments and subsidiaries.

n The ﬁnancial communication teams ensure that the information

published by the Group is consistent with investors’ growing

expectations regarding the integration of climate issues in the

strategy, and respond to ESG analysts and non-ﬁnancial rating

agencies in a transparent manner.

Role and responsibilities of CSR

management

n The Group’s Strategy and Transformation Department is

responsible for the deployment and success of the strategic

plan Everyday. Accordingly, it tracks certain key performance

indicators that are common to Fnac Darty’s climate strategy

(see section 1.5 “Group strategy and objectives”).

Within the General Secretariat, the CSR Department coordinates

the reporting of CO₂emissions, the analysis of the risks and

opportunities associated with climate change and the monitoring of

roadmaps, communicates with internal and external stakeholders,

and actively participates in searching for solutions to reduce the

impact of the Group’s activities on the climate as well as the impact

of global warming on the Group’s activities.

n As part of its responsible purchasing policy, the Indirect

Purchasing Department actively participates in decarbonizing

certain Group activities in response to speciﬁc risks, particularly

those associated with transportation and energy purchases.

Role and responsibilities of support

departments

The Climate Committee regularly calls on the expertise of other

departments to identify, assess, and respond to climate-related

risks and opportunities.

2.4.2 / CLIMATE ISSUES INCORPORATED INTO THE COMPANY’S

STRATEGIC PROJECT

Within the framework of its climate strategy, Fnac Darty identiﬁes,

2.4.2.1 / Identiﬁed climate risks

assesses, and responds to physical and transition risks, as well

as opportunities associated with climate change. Shared at all

levels of the Company and supported by two Comex sponsors,

this strategy has largely contributed to the integration of these

issues in the strategic priorities of the plan Everyday. By placing

sustainability at the heart of the priority areas over the next few

years, the Group acknowledges that climate change will be one

of the main inﬂuential factors for the Company and, consequently,

its future activities.

and opportunities

In 2020 and 2021, the Group organized a more thorough analysis

of its exposure to these various risks, using a multidisciplinary

approach. The table below details the major risks and opportunities

that were identiﬁed and assessed⁽¹⁾.

(1) Fnac Darty considers a risk to have a material ﬁnancial and/or strategic impact if its occurrence would result in a loss greater than or equal to 1%

of its revenue, or constitute signiﬁcant damage to the Group’s reputation or development (attractiveness, talent retention, etc.).

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Most of the risks detailed in the table are transition risks. Physical risks are identiﬁed, but these will be analyzed in 2022.

For each risk, the time horizon is speciﬁed using the following methodology:

n short term (ST): 1–3 years;

n medium term (MT): 3–5 years;

n long term (LT): 5–10 years.

Potential

impact

Risk factors

Description

Horizon Strategic response

Transition risks

Regulatory risks

Because of its activities

Trafﬁc restrictions and other +++

regulations related to the

renewal of the Company

ﬂeet: strengthening of the

“low emission zone” system;

mobility law (quotas for fully

electric or rechargeable

hybrid vehicles).

As the Group is highly dependent on

the road transportation sector to transport

products between warehouses, stores, and

its customers, it has anticipated these future

restrictions and obligations:

n contracts drawn up/signed with low

emission transportation suppliers

(biogas, biofuels);

n supplier dialogue to encourage service

providers to decarbonize their ﬂeets;

n invitations to tender for the acquisition

of electric utility vehicles.

(transportation of goods, store

operations, product retail) and

its status as a listed company,

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 CO₂

emissions, in particular carbon

neutrality by 2050.

See also section 1.5.

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The integration of climate risks and opportunities in the strategy

is described in detail in section 1.1.3 “Strategic challenges,

sources of opportunity, aligned with the sustainable development

objectives.”

2.4.2.2 / Resilience of the organization’s

strategy in relation to various

scenarios

The specialized retail market is not considered a high-stakes

sector; consequently, the Group did not use forward-looking

climate scenario analysis tools during the development of its

new strategic plan. However, strategic monitoring and numerous

prospective studies, particularly relating to changes in consumer

behavior, did inform the analyses conducted; these helped shape

the Group’s strategy, transforming transition risks into business

opportunities.

Furthermore, to assess its risks and opportunities associated with

climate change, Fnac Darty uses the IPCC RCP scenarios and

the transition scenarios developed by the French Environment and

Energy Management Agency (Agence de l’environnement et de la

maîtrise de l’énergie – Ademe) to analyze the associated impacts.

For this analysis, the underlying assumptions are increasing carbon

regulations and taxation, an increase in the cost of raw materials

and energy, and a slow but sustained change in consumer

behavior.

2.4.3 / STRENGTHENED MANAGEMENT OF CLIMATE RISKS

AND OPPORTUNITIES

In its management of climate-related risks, Fnac Darty takes account of the impacts of climate change for its organization, and the impacts

of its activities on climate change.

This approach, from the dual materiality standpoint, operates at several levels in the Company.

Risk management

Remedial action

Risks

The risks of serious damage to the environment, including several risks related to the

Section 2.2

associated with worsening of climate change, are monitored as part of the Vigilance Plan and the Climate

the impact of

the Group’s

activities on

climate change

“Promote sustainable

consumption and

an educated choice”

(advise, offer, repair,

reuse, recycle)

Section 2.4.4

“Reduction

Committee’s monitoring of the low-carbon pathway. The most signiﬁcant risks identiﬁed

are:

n the impacts very closely linked to Fnac Darty’s business model: the retailing of new

products (particularly electrical and electronic products) generates CO₂emissions

through the manufacturing process. This risk is regularly (every quarter) assessed

by the Climate Committee and is based on:

objectives, indicators

and performance”

annual monitoring of CO₂emissions generated by the products sold,

annual monitoring of CO₂“avoided” through repairs and the sale of second-hand

products;

n the impacts associated with the transportation of goods (from warehouses to customers

and from warehouses to stores) and the energy consumption of sites, which are

identiﬁed in the Vigilance Plan’s risk mapping and which are assessed quarterly by the

Climate Committee and daily by the managers of the Group’s various transportation

operations. The assessment of these impacts is monitored quarterly by business KPIs

(CO₂eq emissions generated per pallet, CO₂eq emissions generated per package,

CO₂eq emissions generated per delivery, CO₂eq emissions generated per after-sales

service call, CO₂eq emissions generated per square meter).

Risks

Climate-related risks are taken into account by the Internal Audit Department and are

Section 6.1 “Risks

related to changes in

the economic model”

Section 2.4.1

associated with identiﬁed in the Group’s risk mapping. They are reviewed and revised at the same time

the impact of as the Group’s risks. This mapping is presented and approved by the Board of Directors’

climate change Audit Committee once a year.

on the Group

Since 2021, climate-related risks have been updated annually, which is carried out under

the aegis of the Climate Committee in collaboration with all of the departments concerned. governance to

“Dedicated

incorporate the issue

at all levels of the

Company”

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2.4.4 / REDUCTION OBJECTIVES, INDICATORS AND PERFORMANCE

based on a 1.5°C pathway. This objective is now integrated in the

strategic plan and covers the scope of transportation and energy:

2.4.4.1 / Science-based objectives

In 2019, Fnac Darty worked to create a low-carbon pathway that

complies with the global pathway deﬁned by the Paris Climate

Agreement.

n a 50% reduction in CO₂eq emissions by 2030 (vs 2019,

Group scope) in relation to:

transportation (warehouse–store transport, last-mile

delivery, dispatch of packages, after-sales service workshop

ﬂows, business travel – scope 1 and scope 3);

In 2021, this pathway was reviewed in accordance with the

recommendations of the Science Based Targets initiative (SBTi)

and across the Group’s entire carbon footprint. The SBTi,

developed by the CDP, the United Nations Global Compact, WRI,

and WWF, aims to promote the adoption by companies of carbon

strategies based on scientiﬁc knowledge, i.e., strategies aimed at a

decarbonization level that meets the goals of the Paris Agreement,

holding the increase in the global average temperature to well

below 2°C above pre-industrial levels (and pursuing efforts to limit

global warming to 1.5°C).

sites energy (scope 1, scope 2, and scope 3).

This chapter presents the performance related to this target, as

well as the CO₂emissions calculated for the other categories

of the carbon emissions data. In 2023, Fnac Darty will present

the monitoring of the deﬁned targets within the framework of its

submission to the SBTi.

The targets set for Fnac Darty, which will be submitted for approval

by the SBTi in 2022, are:

The following additional objectives, set out in the strategic plan

Everyday and monitored monthly by the Executive Committee,

make it possible to measure in concrete terms the Group’s

performance in the climate transition:

n a 50% reduction in CO₂emissions by 2030 compared to 2019

for scopes 1 and 2 (Group scope);

(1)

n Achieve a sustainability score

of 135 by 2025 (see

n a commitment requiring suppliers representing 72% of the

Group’s scope 3 CO₂emissions to have deﬁned science-based

reduction targets.

section 2.2.1.2);

n Achieve a target of 2.5 million repaired products by 2025 (see

section 2.2.3).

In order to manage as effectively as possible the impact of the

Group’s most direct activities on the climate, Fnac Darty decided to

retain, at an operational level, the target set in 2020, which is also

Fnac Darty’s ambitions for the sustainability of its products

illustrate the Group’s commitment to acting on the most signiﬁcant

emissions categories contributing to its total carbon emissions: the

manufacture of new products distributed by its brands and the use

of these products.

2.4.4.2 / Greenhouse gas emissions data

Breakdown of the Group’s CO eq emissions in 2021

Emissions scope

2019

2020

2021

Scope 1 – Direct emissions in kt CO₂eq

19.4

8.4

18.6

2.1

20.6

1.7

Scope 2 – Indirect emissions in kt CO₂eq

Scope 3 – Other emissions in kt CO₂eq

4,381.1

not available

4,274.2

(1) Sustainability score: average of a reliability score and a reparability score, calculated on the basis of data collected by Fnac Darty’s After-Sales Service

Department over the last two years for each product listed, weighted by the volume of products sold by the Group in the year in question.

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Detailed overview of emissions in tons of CO equivalent in 2021

Group scope (retroactively incorporating Nature & Découvertes into the 2019 data in order to accurately reﬂect the total carbon footprint

for the base year). The ﬁgures in bold are the emission items used to assess the target of a 50% reduction in CO₂eq emissions by 2030

in relation to transportation and site energy (compared to 2019).

2019 emissions^(a)

2020 emissions

2021 emissions

Emissions scope^(a)

(in kt CO₂eq)

Scope 1

Direct emissions^(b)

19.4

8.4

18.6

2.1

20.6

1.7

Scope 2

Indirect emissions^(c)(market-based ^(d)

Scope 3

)

Products and services purchased

Fixed assets

2,323.0

51.7

16.4

38.6

124.4

1.1

2,356.7

42.6

2,354.9

44.6

17.6

36.3

117.4

0.7

Fuel- and energy-related emissions

Upstream transportation of goods

Waste generated

14.4

34.8

not available

0.7

Business travel

Work commutes

33.2

0.6

not available

0.6

30.6

0.6

Upstream leased assets

Downstream transportation of goods and retail

Use of products sold

6.1

10.1

9.3

1,166.6

27.8

0.4

975.0

26.4

998.6

29.3

0.4

End of life of products sold

Franchises

0.2

Customer travel

591.1

638.0

634.0

4,296.5

TOTAL EMISSIONS

4,408.9 NOT AVAILABLE

(a) Downstream leased assets, the processing of products sold, and investments have not been calculated as they are deemed to be non-material

or not applicable to the Group. For more information on the reported scopes, see the methodological note in section 2.7.

(b) Consumption of primary energy source: natural gas, heating oil, fuel, leakage of refrigerants, etc.

(d) Location-based emissions are available at the end of this chapter in the summary of performance indicators in section 2.6.

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Monitoring of the reduction objective approved by the Group as part of its low-carbon strategy

2019

emissions^(b)2020 emissions 2021 emissions

Emissions items^(a)

(in t CO₂eq)

2021 vs 2020

2021 vs 2019

Transportation

Energy

58,587

21,704

80,291

19,369

8,409

57,806

13,145

70,951

18,597

2,147

50,207

9.5

61,159

14,329

75,488

20,617

1,705

53,166

9.4

5.8%

9.0%

4.4%

(34.0)%

(6.0)%

6.4%

TOTAL

6.4%

Of which scope 1

Of which scope 2

Of which scope 3

T CO₂EQ/€ MILLION

10.9%

(20.6)%

5.9%

(79.7)%

1.2%

52,514

10.9

(0.8)%

(13.5)%

(a) In 2021, the Group improved the reliability of its methods for calculating emissions related to business travel (fuel consumption of company vehicles)

and fugitive emissions. This approach led to the recalculation of emissions in this category for 2019 and 2020, and to the integration of these

in the scope of the target in order to report all scope 1 emissions.

(b) Emissions generated by Nature & Découvertes were retroactively included in order to accurately reﬂect the complete carbon footprint for the base

year.

For the items included in the reduction objective (transportation

and site energy), the carbon footprint is lower in 2021 compared

with 2019, the reference year. It is up compared to 2020 due to

the global health crisis, which forced the Group to close its stores

for several months in 2020.

the Climate Committee, the actions taken in 2021 and the relevant

performance, as well as high-priority areas for 2022–2023.

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.

The drop in emissions is signiﬁcant in relation to revenue, which

is 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 section 2.4.4.4 below.

2.4.4.3 / Energy consumption of sites

and energy purchases

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 almost 20% of the total

emissions recognized within the scope of the emissions reduction

objective.

The following paragraphs aim to accurately describe the mitigation

policies implemented to limit the environmental impact of the

various items that are measured and managed by the members of

Change

vs 2020

Change

vs 2019

Group (current scope)

2019^(a)

2020

2021

Energy consumed (in MWh)

225,896

206,398

217,021

(4)%

Energy consumption of sites by surface area

(in kWh/m²)

138

125

133

(3)%

(5)%

Fugitive emissions (refrigerant gas) (in t CO₂eq)

3,232

3,246

3,224

KPI: CO₂emissions generated by energy

consumption^(b)of sites (excluding fugitive

emissions) per square meter

(in kg CO₂eq/m²(market-based ^(c)))

11.3

5.9

6.7

14%

(41)%

CO₂emissions generated by sites

(with fugitive emissions) per square meter

(in kg CO₂eq/m²(market-based ^(c)))

13.2

8.0

8.8

10%

(33)%

(34)%

CO₂emissions generated by the sites

(in CO₂eq (market-based ^(c)))

21,704

13,145

14,329

(a) Including Nature & Découvertes.

(b) Electricity, gas, heat and cooling networks, and oil.

(c) Location-based emissions are available at the end of this chapter, in the summary of performance indicators in section 2.6. For more information on

the reported scopes, see the methodological note in section 2.7.

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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.

As part of its responsible purchasing policy, the Group is

increasingly sourcing energy from renewable sources for its

electricity and gas.

Actions and Performance 2021

n Direct purchase of renewable electricity: +25% compared

with 2020

Share of renewable energy in electricity purchases

2019

2020

2021

Change vs 2020

TOTAL

24%

36%

14%

45%

25%

71%

Fnac and Darty France

Fnac Belgium and Vanden Borre

Fnac Spain

95%

100%

60%

97%

100%

95%

97%

100%

87%

100%

Fnac Portugal

Fnac Switzerland

Nature & Découvertes

100%

To reduce the carbon footprint related to their energy consumption,

Fnac and Darty France have chosen to use traceable guarantee

of origin certiﬁcates, via a direct electricity purchase agreement

with a renewable energy producer (Power Purchase Agreements).

company for green spaces, local fencing specialist, etc.), as well

as for the beekeeping activity to be set up. With this new project

and Valeco’s development in the region, a new maintenance base

is set to be deployed in the surrounding area.

After signing two contracts to purchase the power produced by

existing plants (see below), in 2021 the Group negotiated, and at

the beginning of 2022 signed, a Corporate Purchase Agreement

relating to the energy produced by a future solar farm in central

France, which will be built and operated by Valeco. With 20 MW

of installed capacity, this future solar power plant, which will start

operating in 2023, will cover around 16% of the annual energy

consumption of Fnac Darty sites.

The electricity generated by the solar power plant will be injected

into the Solvay Energy Services balance perimeter before being

redistributed to Fnac Darty’s consumption sites.

Furthermore, after having signed a Power Purchase Agreement

in 2019 for the 2020 and 2021 production of a six-turbine wind

farm in the Occitanie region, the contract was renewed for 2022

and 2023. In 2021, the electricity produced by this wind farm has

accounted for more than 12% of the annual consumption of Fnac

and Darty sites in France.

In developing this project, Fnac Darty and Valeco have been

particularly attentive to the protection of biodiversity. Covering

an area of 20 hectares, the future solar farm will be developed

on former agricultural land that the municipality has transformed

to accommodate an industrial project. Valeco has chosen to

preserve the former agricultural activity of the site by speciﬁcally

implementing a beekeeping activity, which will focus on the

Black Bee of Sologne, as well as a pasture for sheep. To achieve

this, hedges will be created and the existing hedge will be

strengthened both to contribute to the landscaping of the project

and to strengthen ecosystem continuity. Local species that attract

avifauna and pollinators will be selected (ﬁeld maple, common

dogwood, privet, etc.).

Since January 2021, through another Power Purchase Agreement,

Fnac Darty France has also purchased the production of a

hydraulic dam in the Île-de-France region, accounting for more

than 13% of the annual consumption of French sites.

Elsewhere in the Group, subsidiaries continue to almost exclusively

source electricity from renewable sources.

Energy efﬁciency actions

In 2021, the Group began a new phase in improving its monitoring

tools, intended for its energy equipment located in the Fnac stores.

The former technical building management facilities of 72 stores

are being renovated, which will enable more in-depth monitoring

of the heating, air conditioning, and ventilation systems as well as

lighting ﬁxtures. This operation should result in consumption being

reduced by approximately 5% for the same conﬁguration.

Valeco will promote the development of local employment for the

entire project, for example, by working with local communities

and businesses. The Company also undertakes to prioritize hiring

local professionals to maintain the site’s vegetation (farmer for

the grazing, workplace integration association or maintenance

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Following the regulatory energy audits conducted in 2020 and

2021, the resulting recommendations are being processed using

a digital tool that will be used to draw up a Group-wide action,

structured to meet the objectives of the first deadline of the

Tertiary Decree in 2030. This tool will make it possible to deﬁne a

theoretical trajectory to reduce energy consumption and to monitor

the smooth running of the work program year-on-year.

However, these ﬂows have a signiﬁcant impact on air quality and

global warming and are in fact subject to an increasing number

of regulations. In France, for example, the rapid development of

“low emission zones” and therefore trafﬁc restrictions for the most

polluting vehicles (with a ban on diesel vehicles from 2024, and on

combustion engine vehicles by 2030), or the possible introduction

of taxes on heavy goods vehicles in some regions, are likely to

increase indirect costs in the short and the medium term.

Faced with an unprecedented increase in energy costs and the

regulatory constraints of the Tertiary Decree, which will come

into effect at the end of 2022 with the start of data transmission

on the Operat platform, the Group has adapted its governance.

This has resulted in the appointment of an Energy Manager, with

the aim of eventually creating a team dedicated to managing the

Group’s energy performance over time and involving all the Group’s

departments in the systemic consideration of the energy issue.

In the medium term, these costs could also increase as a result

of the forthcoming reform of the European carbon market,

which could be extended to the maritime sector and which

may be followed, from 2026, by a new carbon market for road

transportation.

In order to respond to these risks and limit the impact of such road

transportation on air quality, noise pollution, and global warming,

the Group is working, under the aegis of the Climate Committee,

on strategies to decarbonize its ﬂeet and optimize its ﬂows in

cooperation with its transportation providers.

In 2021, the health crisis continued to place constraints on store

operations, notably by requiring indoor air to be over-ventilated

in order to maintain a CO₂level below the threshold of 400 ppm.

Running fan motors faster, increased ventilation operating times

and, depending on the season, increased heating or cooling

of new air flows resulted in the Group’s energy consumption

increasing by around 5%. Furthermore, with all stores being closed

for two months in 2020, it was expected that overall consumption

would rise despite the actions taken to control energy.

2.4.4.4.1 / Goods transportation between

warehouses and stores

Store transportation relates to re-supply ﬂows between the Group’s

warehouses and its integrated and franchise stores. In this ﬂow,

Fnac Darty focuses its efforts on four levers:

2.4.4.4 / Goods transportation and business

n optimizing transportation plans and the warehouse network to

transportation

limit the distances traveled;

Logistics at Fnac Darty, a key skill for the Group, draws

considerable strength from the complementary nature of its

brands. Every day, thousands of products move between

warehouses, stores, delivery platforms, sorting centers, repair

shops, and customers’ homes.

n maximizing and optimizing truck loading;

n prioritizing transportation providers committed to environmental

sustainability and operating or investing in less carbon-intensive

ﬂeets;

n developing multimodal transportation.

Actions and Performance 2021

Scope: Group^(a)

2019^(b)

2020

2021

Change vs 2019

CO₂eq emissions (in t CO₂eq)

26,621

23,160

24,048

(10)%

Fnac France and Darty France

21,365

18,201

18,317

(14)%

KPI: CO₂emissions per pallet transported

(in kg CO₂eq/pallet)

France (Fnac, Darty, Nature & Découvertes)

16.7^(b)

0.97^(a)

13.9

0.97

(11)%

(1)%

KPI: CO₂emissions per kilometer traveled

(in kg CO₂eq/km)

Other countries (Belgium, Switzerland, Portugal, Spain)

0.98

(a) Franchises included (because they are restocked by the Group).

(b) Excluding Nature & Découvertes in 2019.

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In 2021, the French transportation department committed to

the Fret 21 initiative, led by the Ademe (French Environment and

Energy Management Agency) and the AUTF (French Shippers’

Council), which encourages companies acting as carriers’

clients to better integrate the impact of transportation into their

sustainable development strategy.

n Nature & Découvertes ﬂows: 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.

2.4.4.4.2 / Shipment of packages to customers’

homes or pickup points

As part of Fret 21, Fnac Darty has made a commitment to reduce

its CO₂emissions as regards transportation by 10% in three years.

In order to achieve its objective, Fnac Darty intends to use various

levers such as:

E-commerce delivery covers parcels delivered by couriers – more

than 17 million parcels shipped in 2021, of which over 10 million

originate from France. Because of its omnichannel model, the

Group offers a wide range of delivery services: packages can

be delivered to customers’ homes, to a Group store, or to other

collection points. They are delivered from the warehouses, or

directly from the stores.

n converting means of transport to cleaner models (biogas,

biofuel, etc.);

n transparency of information about the CO₂emissions generated

by the various delivery methods for web orders;

The Group’s omnichannel model reduces the impact of

e-commerce activity, since many products ordered online are

collected by customers in store via “click&mag” (parcels delivered

from the warehouse to the store) or “click&collect” (parcels from

in-store stock, without delivery).

n optimizing the ﬁlling of delivery bins at its logistics sites;

n increasing the number of transport service providers with an

environmental approach recognized by the charter or the

“Objectif CO₂” label.

Since 2020, Fnac Darty has calculated CO₂emissions generated

from parcels based on the CO₂reports of its service providers.

By cross-checking these balance sheets with the volumes of

packages transported by each of these carriers, the Group has

found that transporting packages for collection in-store produces

an average of 70% less CO₂than transporting packages for home

delivery (excluding the customer’s travel). In fact, the distances

traveled by the trucks are smaller and the packages are pooled

in greater numbers, which reduces the environmental impact of

a package.

At the same time, in 2020 and 2021, Fnac Darty France conducted

a comprehensive review of its transport plans (in 2020 for France

and in 2021 for the Île-de-France region).

n Île-de-France ﬂows: the Group has seized the opportunity to

reduce its GHG emissions while responding to future trafﬁc

restrictions in the Greater Paris metropolitan low emission zone

by contracting with service providers who operate bio-CNG

vehicles, with the aim of achieving 100% of distribution – 45

vehicles in low season. In addition to a reduction in greenhouse

gas emissions, the level of ﬁne particulate emissions will also

fall signiﬁcantly.

Furthermore, for packages delivered to customers’ home

addresses or to “pickup points” by courier companies, the Group

favors service providers whose GHG emissions are offset or who

invest in the decarbonization of their ﬂeet⁽¹⁾.

n France ﬂows: the new transport plan has led the Group to enter

into contracts with carriers that are engaged in environmental

initiatives, and to initiate discussions with these suppliers to

encourage them to convert part of their ﬂeet into vehicles with

lower emissions (particularly using biofuels). 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.

(1) Fnac Darty recognizes CO₂emissions from parcels delivered by its service providers who are offsetting their emissions.

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Actions and performance 2021

Scope: Group

2019

2020

2021

Change vs 2019

Number of parcels shipped (in millions)

11.9^(b)

19.1

17.5

46%

CO₂emissions generated by the shipment of packages

(in t CO₂eq) ^(a)

6,097

0.49^(b)

10,083

0.53

9,258^(a)

0.53

52%

KPI: CO₂emissions per package (in kg CO₂eq/package)

(a) Of which over 5,000 t CO₂eq offset by transport providers.

(b) Excluding Nature & Découvertes.

Scope: Fnac and Darty France^(a)

2019^(b)

2020

2021

Change vs 2019

Share of packages delivered in-store

32%

0.53

24%

0.53

0.20

27%

0.54

(15)%

KPI: CO₂emissions per package (in kg CO₂eq/package)

CO₂emissions per package delivered to a collection point

(in kg CO₂eq/package)

not available

0.20

0.66

CO₂emissions per home-delivered package

(in kg CO₂eq/package)

0.63

(a) 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 in section 2.7.

(b) Excluding Nature & Découvertes.

Emissions associated with package shipping are up on 2019,

which can be explained by the sharp acceleration in e-commerce

activity over the past two years, resulting from changes in

consumer purchasing behavior since the beginning of the

Covid-19 crisis.

As part of the Group’s objectives set within the Fret 21 initiative,

the e-commerce team also intends to strengthen its dialogue

with suppliers in order to encourage carriers to accelerate the

decarbonization of their ﬂeets and optimize loading and transport

plans in a co-construction approach.

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 for this

ﬂow.

Signature of the commitment charter to reduce

the environmental impact of e-commerce

The rapid growth of e-commerce highlighted the importance of

eco-responsible development of e-commerce logistics activities.

In this context, the French Government has entrusted France

Logistique and France Stratégie with a consultation mission aimed

at publishing voluntary commitments by logistics real estate players

on the one hand, and by online retail players on the other. In 2021,

Fnac Darty actively participated in drafting a commitment charter,

alongside other players in e-commerce, under the leadership of the

Federation of e-commerce and distance selling (Fevad).

In France, the carbon intensity of this ﬂow is still affected by an

unfavorable mix of delivery services. In fact, the share of packages

delivered in-store (lower “emissions” than for packages delivered

to customers’ homes) has not yet returned to 2019 levels, which

affects the CO₂emissions balance.

Service providers taking action to help reach carbon neutrality

in France were prioritized: in 2021, emissions from 67% of

parcels shipped in France were offset by these service providers

(Colissimo, Chronopost, DPD, Top Chrono), i.e. more than

5,000 tons of CO₂.

The commitment charter to reduce the environmental impact of

e-commerce commits signatories, including Fnac Darty, to:

n raise awareness and inform the “consumer-player”;

n reduce packaging volumes and encourage reuse;

n rely on logistics that are environmentally friendly;

n report on the implementation of commitments.

In 2021, under the initiative of the Climate Committee, the Group

rolled out a major project to encourage customers to consider the

impact of their e-commerce activities (delivery methods, travel,

etc.): Fnac Darty now informs its online customers of the CO₂

emissions associated with each delivery service offered, and

encourages them to calculate the impact of their travel (in the case

of collection in-store) – see also “Informed delivery project” below,

in the overview of commitment No. 1 of the charter to reduce the

environmental impact of e-commerce.

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Reporting on the implementation of commitments:

1) Inform the consumer of the environmental “Informed delivery” project:

impact of the delivery

In 2021, Fnac Darty developed a new service in the specialized retail sector: the Fnac

and Darty websites published the GHG emissions associated with the delivery of a 1 kg

package depending on the delivery service selected.

Tested in the fourth quarter of 2021, “informed delivery” information was made available

to all web customers in February 2022.

As part of its ongoing progress, the Group intends to reﬁne and supplement this

information by gradually incorporating other quantiﬁed impacts such as GHG emissions

generated by packaging, information systems, and warehousing. To this end, the

Group, alongside other players in the sector, is participating in a study led by the

Ademe and the French General Commission for Sustainable Development (CGDD),

which measures the environmental footprint of e-commerce distribution setups. Fnac

Darty is a member of the Advisory Committee and has agreed to share its internal data

in order to carry out the impact measurements.

Well aware that customers’ travel can have a signiﬁcant impact on the total carbon

footprint of a delivery (in the case of packages delivered to a collection point), Fnac

Darty has chosen to collaborate with Datagir, a public service supported by the Ademe

and the incubator of the French Interdepartmental Directorate of Digital, by making their

eco-calculator available to web customers https://monimpacttransport.fr/.

Lastly, throughout the online pathway, the Group provides advice aimed at raising

awareness among its customers. Thus, in the context of a delivery to a collection

point, Fnac Darty encourages its customers to pool their trips or to use environmentally

friendly modes of transport.

2) Promoting good ordering habits

In 2021, Fnac Darty redesigned customer information about the recovery of products

subject to EPR, particularly WEEE, to improve its readability and understanding. In its

communications to customers, Fnac Darty regularly reminds them of the importance

of recycling and re-using items, and particularly of repair work.

3) Encouraging good habits by reminding

consumers of recycling and reuse guidelines

See section 2.2.1 “Help customers make an educated choice”,

and section 2.2.4 “Give a second life to products”.

4) From September 1, 2022, providing

consumers with the opportunity to identify

the products in the catalog with the best

environmental performance

5) Taking measures to reduce packaging

volumes

See section 2.2.5 “Reduce packaging, ensure waste collection and recycling”.

Not concerned to date.

6) Only using delivery packaging whose

primary materials are recycled, recyclable,

or reusable

7) Ensuring that warehousing activities

carried out in new buildings have

an environmental performance

that is systematically certiﬁed

8) Promoting the development

of decarbonized delivery methods

In 2021, the French department of transportation committed to the Fret 21 initiative,

supported by the Ademe (French Environment and Energy Management Agency)

and the AUTF (Association of Freight Transportation Users) – see section 2.4.4.4.

Fnac Darty has also 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.

9) Systematically grouping together

The Group’s delivery policy already meets this commitment.

shipments of products ordered at the same

time by the same consumer when the

goods can be received and stored, unless

speciﬁcally requested by the consumer

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install them and collect their old appliances under the “2 for 1”

WEEE recovery service (see also section 2.2.5.1). For the portion

operated by the Group’s teams, the ﬂeet consists of approximately

450 fully owned vehicles.

2.4.4.4.5 / Delivery of large appliances

to customers’ homes

Fnac Darty has the biggest network of local logistics centers in

France, comprising around 90 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

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.

Actions and Performance 2021

Change

vs 2020

Change

vs 2019

Scope: Group

2019

2020

2021

Number of deliveries (in thousands)

France

2,019

1,749

14,416

7.1

2,270

1,960

14,701

6.5

2,218

1,930

17,126

7.7

10%

(1.5)%

16%

(2)%

10.9

21%

8.4

CO₂emissions (in t CO₂eq)

KPI: CO₂emissions per delivery (in kg CO₂eq)

19%

In 2021, the Delivery and Last-Mile Network department was

involved in two areas: reducing fuel consumption and optimizing

processes to reduce delivery failures.

Reducing delivery failures

The Group continued to roll out its new range of delivery services

in 2021, which aims to reduce 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 delivery constraints (sending

one person to an address that needs equipment to be carried, for

example).

Fleet replacement and optimization

In order to decarbonize its ﬂeet and meet future restrictions on the

use of diesel vehicles in low emission zones, Fnac Darty France

acquired 20 m³trucks that run on CNG: 35 trucks were delivered

in 2020, to achieve full deployment in January 2021. For the time

being, and for reasons of availability of CNG supply sources, these

trucks are being deployed in Paris, Toulouse, Strasbourg and Lyon.

To reduce delivery failures associated with customers not being

at home during delivery, the Group rolled out a “2 hours’ notice”

system in 2020, which notifies customers of a more precise

delivery window than previously.

Tests are carried out on electric vehicles which, for the time being,

due to constraints related to vehicle range, do not meet the

requirements of this activity. The purchase of new CNG trucks is

also being considered.

In 2021, a project to optimize the installation quality of large,

built-in domestic appliances was launched, via “built-in cells”

responsible for better classifying deliveries to ensure that the

household appliances ordered are in line with the installations in

customers’ homes.

In 2021, a project to monitor truck tire pressure was launched

in France, with three objectives: to reduce GHG emissions, to

optimize costs, and to increase the safety of delivery personnel.

After an audit revealed that approximately 82% of the vehicles

had abnormal tire pressure, and after a pilot phase, the project

was extended to the entire ﬂeet. It involves a monthly pressure

check and regular tire inﬂation, performed directly on-site, with the

objective of saving approximately 55,000 liters of fuel, 105 tons of

CO₂equivalent, and 241 kg of PM10 (estimates carried out based

on data from the partner Puump, for 450 vehicles).

The introduction of trucks that run on CNG (including some bio-

CNG) and the actions undertaken to reduce delivery failures

have helped to contain emissions. By reducing the return rate

in this way, the Group avoided 5,400 deliveries, representing

approximately 38 tons of CO₂equivalent.

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less than 3.5 tons to gradually renew their ﬂeet with vehicles that

emit less than 60 g/km of CO₂– and the development of trafﬁc

restrictions in “low emission zones”.

2.4.4.4.4 / Home after-sales repairs

In France, hundreds of Fnac Darty technicians carry out around

2,000 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.

For several years, the Group has been developing remote

assistance solutions to limit the number of service calls. In fact,

according to analyses by Darty’s after-sales service, in almost

half of all cases the breakdowns reported by customers are not

really breakdowns, and maintenance or usage advice is enough

to solve the problem. Proven breakdowns are increasingly easy to

troubleshoot remotely, thanks to new technologies. However, when

necessary, the Fnac Darty teams will visit.

While this activity helps to avoid GHG emissions by extending the

life span of products (see also section 2.2.3), it too has an impact

on the climate linked to the vehicle ﬂeet for after-sales technicians

and the shipping of spare parts. It is also directly affected by

several regulatory risks: in France, the mobility policy law – which

obliges companies managing a ﬂeet of more than 100 vehicles of

2020 actions and performance

Scope: Group

(Darty France and Vanden Borre)

Change

vs 2020

Change

vs 2019

2019

2020

2021

Number of service calls (in thousands)

752

741

801

France

706

680

738

8.5%

15%

CO₂emissions generated by service calls

(including dispatch of spare parts) (in t CO₂eq)

4,881

4,716

5,715

21%

17%

CO₂emissions generated by the After-Sales

Service’s ﬂeet of vehicles for home service calls

(in t CO₂eq)

4,364

6.48

5.8

4,051

6.37

5.5

4,206

7.14

5.3

12%

(4)%

10.2%

(9)%

KPI: CO₂emissions per service call

(in kg CO₂eq/service call)

CO₂emissions per service call, excluding

spare parts (in kg CO₂eq/service call)

The emissions generated by this activity are up 17% on 2019, due

to a signiﬁcant increase in activity related to the deployment of the

Darty Max service. More than 27% of the work carried out in 2021

was performed for subscribers to the Darty Max repair service,

some of whom would not have chosen to have their equipment

repaired had they not subscribed to the service.

Furthermore, excluding spare parts, GHG emissions are down

compared to 2019, particularly in intensity when compared with

the number of service calls performed.

In France, the Group has therefore deployed planning units

responsible for better classifying breakdowns so that repairs can

be conducted in a single visit or even repaired by supporting

the customer remotely. Based on the “right ﬁrst time” repair rate

recorded in 2021, this reduced the number of service calls by over

43,000, i.e., approximately 275 tons of CO₂equivalent⁽¹⁾.

The increase is also explained by the impact of the shipment of

spare parts, particularly oversized parts, which are more numerous

due to the increasing size of some appliances (particularly

American refrigerators and large televisions). It is also due to

the integration of many young technicians fresh out of the Tech

Academy (see also section 2.1.2.2.2), whose routes are less dense

than those of more experienced technicians.

These planning units are also responsible for drawing up more

effective routes in order to reduce the distances traveled by

technicians, thus contributing to reducing GHG emissions.

In 2021, as part of its ﬂeet replacement, the After-Sales Service

Department also committed to prioritizing vehicles that release

fewer greenhouse gases and other pollutants. A call for tenders

was launched for the purchase of approximately 50 electric

vehicles (approximately 5% of the After-Sales Service Department’s

ﬂeet), which will be deployed in the second half of 2022.

However, the impacts have been contained and, compared to

the number of service calls performed, the emissions increased

less dramatically, mainly as a result of the actions taken to avoid

unnecessary service calls.

(1) Estimated on the basis of 6.43 kg CO₂eq per service call, the carbon intensity of a service call in France in 2020.

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However, the GHG emissions generated by this activity should be

compared with those emissions “avoided” through repairs. The

study carried out in 2021 on products repaired in 2020 showed

that approximately 139,000 tons of CO₂equivalent were avoided

by extending the products’ life spans through repairs (see also

section 2.4.4.5.2).

2.4.4.4.5 / Flow of products to after-sales

service workshops

When defective products cannot be repaired remotely, at home or

at in-store service counters, they are sent to one of the Group’s

repair centers. This is especially the case for small domestic

appliances and consumer electronics, which are shipped or

transported from stores when customers bring them to the

counter.

Actions and Performance 2021

Change

vs 2020

Change

vs 2019

Scope: Group^(a)

2019

2020

2021

Number of products sent to the after-sales

service workshops (in thousands)

863

693

744

611

715

655

(3.8)%

7.2%

(17)%

(5.4)%

France

CO₂emissions (in t CO₂eq)

2,305

1,851

1,533

(17.2)%

(33.5)%

KPI: CO₂emissions per product sent

to the after-sales service workshops

(in kg CO₂eq/product)

2.7

2.5

2.1

(16)%

(22)%

(a) Excluding Switzerland and Spain, not affected as after-sales operations are managed directly by the brands.

In 2021, the Group continued its efforts to improve the handling

of minor breakdowns directly at store after-sales service counters

in order to avoid unnecessary shipping: accordingly, based on the

dispatch rate, more than 12,700 products were not dispatched

to repair workshops, contributing to a saving of 40 tons of CO₂

equivalent (based on the average emissions of a product sent for

repair in France).

2.4.4.5 / Extension of the carbon emissions data to other scope 3 categories

2.4.4.5.1 / The carbon footprint of new products sold, throughout their life cycle

As part of its process of continuous improvement, the Group is

aiming to extend its measures to include signiﬁcant scope 3 items,

starting with the sources of the emissions related to the products

sold.

In 2021, with the help of specialist ﬁrms, Fnac Darty and Nature &

Découvertes conducted a quantiﬁed analysis of GHG emissions

related to the life cycle of new products sold by its brands:

n their manufacturing;

n their transport (upstream);

n their use;

The Group is fully aware of the weight of these emissions items

(more than 95% of its total carbon footprint) and of its responsibility

to reduce the impact on the climate associated with its activity as

a retailer. Limiting this impact requires signiﬁcant changes to the

business model and supplier relationships, and the prerequisite

for this action is the measurement and analysis of these impacts.

n their end of life.

Actions and Performance 2021

Scope: Group^(a)

2019

2020

2021

CO₂emissions (in kt CO₂eq)

Of which manufacturing

3,425.3

2,221.2

9.7

3,368.0

2,356.7

9.8

3,281.4

2,242.8

10.7

Of which upstream transportation

Of which use

1,166.6

27.8

975.0

26.4

998.6

29.3

Of which product end of life

Carbon intensity by revenue (in t CO₂eq/€ million)

464

450

409

(a) For more details on the methodology and in particular the assumptions, please refer to the methodological note.

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2.4.4.5.2 / Repairing, repackaging, and selling used products: emissions-saving activities

Some of the products sold by Fnac and Darty are particularly

carbon-intensive: this is the case for domestic appliances and

consumer electronics, the manufacturing and use phases of which

produce substantial emissions because of the materials used and

the energy they consume when used.

In order to measure the positive impact of repairing and selling

second-hand products, the Group has conducted a study with

EcoAct, an expert in climate studies, on repaired products,

repackaged and resold products, and on products that were sold

to discounters or donated in 2020. For each repair and reuse

service, the study followed a comparative approach, between a

reference scenario (purchase of a new product or buyback of a

product following a breakdown) and a scenario where the product

is repaired, repackaged, or donated. The full life cycle of products

was used and the assumptions were based on internal Group

data, data in literature, and sectoral averages.

For these products in particular, the Group has been developing

its business model for several years to make it more circular and

thus reduce these impacts, notably by extending products’ life

spans. This commitment has been reafﬁrmed by the Company’s

management and Directors, who have approved the strategic plan

Everyday, in which two of the three priority areas are aimed at the

sustainability of the Group’s business model, and in particular the

sustainability of distributed products.

This study is part of a process of continuous improvement. To

date, the Ademe has not developed an ofﬁcial methodology or

standard life cycle analysis (Product Category Rule) to measure

these avoided emissions. A methodology that takes into account

applicable standards and recommendations has therefore

been developed for this analysis, which includes a high level of

uncertainty related to the emission factors used or the assumptions

made. The methodology and results of this study were validated by

an external and independent certiﬁcation body in January 2022⁽¹⁾.

All the policies described in section 2.2 of this chapter, from repairs

to advice, the sale of second-hand products, and the marketing

of more sustainable products thus make a concrete contribution

to reducing the associated GHG emissions.

Results (estimates)

Number of products

selected

Emissions avoided

Business activity

(in t CO₂eq)

Repair of consumer electronics and domestic appliances by Darty after-sales service

Smartphone repairs by WeFix

approx. 1,000,000

approx. 210,000

approx. 320,000

136,000

4,550

Second life (second-hand, donations, and sale to brokers)

3,500

Based on the nearly 1.5 million products selected for analysis,

and in a scenario where the second life of the repaired product is

equal to half of the ﬁrst life of the product, it is estimated that Fnac

Darty’s repair services and second life activities helped to avoid

more than 144,000 tons of CO₂equivalent in 2020.

Sensitivity analyses have also shown that, even in the pessimistic

scenario where the second life of the product would be shorter

than the lifetime used for the study’s hypotheses, the environmental

beneﬁts of repairing electrical and electronic appliances far exceed

the rebound effects of the activity (production of spare parts, travel

by after-sales technicians, etc.).

This “greenhouse gas saving” represents approximately 4% of

the carbon footprint of the products sold by Fnac Darty in 2020,

i.e., the emissions of 13,600 French people over one year⁽²⁾.

Although estimated, this analysis conﬁrms the Group’s strategy

and illustrates the concrete impact of its commitments to extend

the life span of its products.

(1) Critical review performed according to ISO 14067:2018 “Greenhouse gases – Carbon footprint of products – Requirements and guidance for

quantiﬁcation” and ISO 14071:2014 “Environmental management – Life cycle assessment – Critical review process and reviewer competencies:

Additional requirements and guidelines to ISO 14044:2006”.

(2) Source Ademe.

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2.4.4.5.3 / Other scope 3 items deemed signiﬁcant

Purchases of goods and services (indirect purchases)

Scope: Group^(a)

2019

2020

2021

CO₂emissions (in t CO₂eq)

101,792

92,367

112,153

(a) Country data extrapolated from actual data from France in 2019. Data for 2020 and 2021 extrapolated on the basis of the amount of purchases and

calculations for 2019.

In 2021, the Indirect Purchasing Department launched a

responsible purchasing policy, which notably includes the addition

of environmental criteria to its calls for tender and purchasing

decisions.

In January 2022, this responsible purchasing approach was

rewarded when the Group was awarded the Responsible

Supplier Relations and Purchasing (RFAR) label by the Business

Ombudsman (French Ministry of Economy and Finance) and the

French National Purchasing Council. The label will be valid for a

period of three years (see also section 2.5.4).

The Group’s buyers have undertaken numerous initiatives to

promote companies committed to environmental initiatives,

to incorporate environmental issues into discussions with

suppliers, and to support the Group’s operational departments

in implementing projects to reduce their environmental impact.

Customer travel

With more than 950 stores at the end of 2021, customer travel

accounts for a significant share of the Group’s indirect GHG

emissions, as is the case for all retailers.

Estimate of associated GHG emissions, calculated based on actual footfall data

Scope: Group

2019

591,108

2020

2021

CO₂emissions (in t CO₂eq)

637,961

634,024

In order to reduce this emissions item, Fnac Darty has begun to raise awareness among its customers by means of “informed delivery”

information being deployed at its Fnac and Darty merchant sites (see section 2.4.4.4.2).

Digital

In order to measure this growing source of emissions and take appropriate action, Fnac Darty launched a “green IT” approach in

January 2021. The approach was structured around a project manager and representatives/contributors within the E-Commerce and

Digital Department, in conjunction with the Group’s CSR Department.

This approach is based in particular on publications by the Ademe, Cigref, the Shift Project, and the INR (French Institute for Responsible

Digital).

Scope: Fnac and Darty France

2021

CO₂emissions (in t CO₂eq)

Non-current assets

IT services

7,088

2,836

4,253

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In 2021, the ﬁrst measurements of the GHG assessment of digital

services were carried out in France, and a familiarization campaign

for IT teams was launched.

In 2022, the priority areas are:

n familiarization for Group employees;

n deﬁning action plans and objectives;

n reﬁning the measurements;

Measurement work

The data collection was carried out by the Green IT repositories

and covers the following areas of digital activity:

n extending the scope of the measures, particularly internationally,

and to France Billet and WeFix;

n on-premises and cloud providers;

n SaaS partners;

n implementing a carbon indicator for IT projects.

n IT equipment;

Work commutes

With over 25,000 employees across Europe and significant

geographical coverage, Fnac Darty is aware of the carbon footprint

of work commutes.

n network.

The 2021 measures relate to data from Fnac Darty France and

Nature & Découvertes, but does not yet include WeFix, or the

speciﬁc IT services of France Billet and the subsidiaries abroad.

The Group conducted an initial estimate of the emissions

associated with this scope 3 source in 2020, by carrying out

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.

Raising team awareness

Familiarization for IT teams, and for the Group’s employees more

broadly, is an ongoing process.

Since 2021, IT teams have been working on this subject by:

n communicating Green IT best practices to raise awareness of

the impact of digital use and reduce the carbon footprint;

n establishing and developing a Green IT Community to share

The survey was repeated to calculate the impact of travel in 2021,

with results that remain estimates because they are based on

reports; indeed, the many changes in work organization associated

with the Covid-19 health crisis have made it difﬁcult to actually

measure the days worked on-site.

ideas and discuss CSR issues;

n creating a collaborative Fresque du Numérique workshop.

Scope: Group^(a)

2019

2020

2021

CO₂emissions (in t CO₂eq)

33,183

not available

30,638

(a) Data from European subsidiaries extrapolated from CO₂equivalent emissions per employee in France.

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.

Waste generated

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 click&collect framework.

However, within the framework of its recovery obligations (1 for 1 or 1 for 0), the Group also collects electrical and electronic waste, batteries

and accumulators, light bulbs and neon bulbs, and ink printers from homes or in-store. The processing of this waste is also included in

this calculation.

Scope: Group

2019

2020

2021

CO₂emissions (in t CO₂eq)

124,393

not available

117,388

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The policies, action plans, and results relating to packaging

waste and product waste can be found in section 2.2.5 “Reduce

packaging, ensure waste collection, and recycling”.

(regulatory or voluntary) and qualifying, the deﬁnitions of which

are presented below. These qualiﬁcation levels reﬂect the Group’s

commitment to transparently communicate the rules applicable in

2021 and the rules potentially applicable from 2023, on the basis

of the regulatory timetable as deﬁned to date.

2.4.4.6 / Application of the EU Taxonomy

to the Group’s activities

Deﬁnitions

Regulatory eligible: An economic activity is eligible if it is included

in Appendixes I and II of the Delegated Act of June 4, 2021 of the

Taxonomy Regulation, as contributing to the following two climate

objectives (ﬁscal year 2021):

The EU Taxonomy for Sustainable Activities or “EU Taxonomy”

establishes a list of economic activities that are considered

environmentally sustainable on the basis of ambitious and

transparent technical criteria. The implementation of this

framework, intended to clarify which economic activities contribute

to the European objective of carbon neutrality – the Green

Deal – highlights the magnitude of the economic and industrial

transformations to be accomplished, as well as the ambition

of the European authorities in terms of sustainable ﬁnance and

transparency. Based on its environmental, social and societal

commitments, Fnac Darty fully supports the European Commission

in its analysis of activities and deﬁnition of technical review criteria

aimed at directing investments by public and private stakeholders

toward projects that contribute to the transition to a sustainable,

low-carbon economy⁽¹⁾.

1) climate change mitigation;

2) climate change adaptation.

Qualifying: An economic activity has been deﬁned as qualifying for

the European Taxonomy if, according to the Group, it contributes

to the environmental objectives described in Articles 10–15 of

Regulation (EU) 2020/852 of June 18, 2020.

Here, the Group takes into account the list of activities proposed

in the draft sheet in the Technical Report of the Platform for

Sustainable Finance in August 2021, ahead of the delegated

acts to be published in 2022, in connection with the following

objectives:

The first environmental objectives of the Taxonomy relating to

climate change mitigation and adaptation prioritized business

sectors that contribute signiﬁcantly to greenhouse gas emissions

at European Union level. With a business model based primarily

on the distribution of household appliances, electronics and

cultural products, Fnac Darty’s activities were not considered

by the Taxonomy to contribute signiﬁcantly to these objectives.

However, the Group is demonstrating an increase in its climate

commitments, as described, among other things, in sections 2.2

and 2.4 of this report. The Group also closely monitors the

publication of the delegated acts for the other four environmental

objectives, which should better reflect the contribution of the

Group’s activities to a more sustainable world.

3) the sustainable use and protection of aquatic and marine

resources;

4) the transition to a circular economy;

5) pollution prevention and control;

6) the protection and restoration of biodiversity and ecosystems.

Voluntary eligible: The Group has voluntarily deﬁned that an

economic activity is considered voluntarily eligible if, without being

eligible or admissible in the strict sense of the term, it supplies an

eligible market as deﬁned in Appendices I and II⁽³⁾of the Delegated

Act of June 4, 2021 of the Taxonomy Regulation (see detailed

information below).

1/ Qualiﬁcation levels selected by the Group

In accordance with Regulation (EU) 2020/852 of June 18, 2020

on the establishment of a framework to facilitate sustainable

investment within the European Union ⁽²⁾, Fnac Darty is required

to disclose, for the 2021 ﬁnancial year, the share of its revenue,

investments, and eligible operating expenses resulting from

products and/or services associated with economic activities

considered sustainable within the meaning of the classiﬁcation and

criteria deﬁned in the Taxonomy for the ﬁrst two climate objectives

of mitigation and adaptation.

Ineligible: An economic activity is considered ineligible if it is not

deﬁned in the European Taxonomy framework, i.e., those Group

activities whose correspondence or contribution to the objectives

of the Taxonomy could not be identified on the basis of the

regulatory information published for the 2021 ﬁnancial year. This

category includes voluntary eligibility, in strict application of the

regulations as analyzed to date.

Finally, the concept of alignment provided for by the regulations as

of the next ﬁscal year will be addressed by the Group in the Annual

Report for the 2022 ﬁnancial year.

Accordingly, given the changing nature of the European regulatory

framework and the information available to date, the Group has

defined several levels of qualification for its activities, eligible

(1) https://ec.europa.eu/info/business-economy-euro/banking-and-ﬁnance/sustainable-ﬁnance/eu-taxonomy-sustainable-activities_f r .

(2) https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32020R0852&from=F.

(3) https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=PI_COM:C(2021)2800.

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Category

Reference regulation

Deﬁnition

Eligible for the mitigation Commission Delegated Regulation of June 4, 2021 The activities considered eligible are those that

and adaptation

objectives

supplementing Regulation (EU) 2020/852 of the

European Parliament and of the Council

meet the deﬁnitions set out in the Delegated

Regulation on the climate objectives of mitigation

and adaptation.

Qualifying for other

objectives of the

Taxonomy

Regulation (EU) 2020/852 of June 18, 2020,

preliminary report from the European Platform on

Sustainable Finance published on August 3, 2021

and future delegated acts on objectives 3 to 6

The activities considered qualifying are those which

Fnac Darty has identiﬁed as contributing directly or

voluntarily to one or more of the last four objectives

of Taxonomy as described in Articles 12–15 of the

European Regulation of June 18, 2020.

Revenue

2/ Methodology developed and ratios

linked to the Taxonomy

Due to its position as a retailer, no eligible revenue was identiﬁed

for the ﬁrst year for the climate change mitigation and adaptation

objectives; the activities defined for these objectives did not

cover the Group’s business activities. Due to the lack of eligible

revenue, investments and operating expenses related to activities

contributing to the revenue could not be considered as eligible.

Hence, in a conservative approach to the application of the

Taxonomy, any action implemented to reduce the carbon footprint

of the Group’s products, and therefore relating to the Group’s core

business activities, has not been valued in the Capex and Opex

indicators.

A detailed analysis of the Group’s activities was conducted in

conjunction with a review of the existing processes and reporting

systems, enabling the financial aggregates required by the

Taxonomy to be outlined. The methodological elements used by

the Group to conduct its analysis – assumptions, estimates, and

limitations – are described in this report.

The ﬁnancial information presented below corresponds to the

deﬁnitions speciﬁed in Article 8 of Delegated Regulation 2021/2178

of the European Commission of July 6, 2021 and its appendices

supplementing Regulation (EU) 2020/852 specifying how KPI

are calculated as well as the information to be published ⁽¹⁾. They

were analyzed and monitored jointly by the CSR Department, the

Financial Control Department, the Indirect Purchasing Department,

and the associated business teams.

However, through the sale of products, the Group is able to value

on a voluntary basis (voluntary eligibility) the revenue that these

sales activities would represent if they were integrated with the

Group’s production. In this voluntary eligibility approach, the Group

has identiﬁed two activities that contribute to the climate change

mitigation objective (objective 1⁽²⁾):

Based on a detailed analysis of all its business lines, the Group has

not identiﬁed any eligible revenue on a regulatory basis. The capital

expenditure indicator (Capex) will mainly concern the buildings

owned and leased by the Group. The operating expenses indicator

(Opex) was also identiﬁed as not material in relation to total Group

Opex.

(1) https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32021R2178&from=EN.

(2) https://ec.europa.eu/ﬁnance/docs/level-2-measures/taxonomy-regulation-delegated-act-2021-2800-annex-2_en.pdf.

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Activity type

6.4. Operation of

Numerator element

Method

Assumptions/limitations

Revenue associated Data provided by

Accessories and spare parts from this product

family excluded from the numerator.

The classiﬁcation of urban mobility products may

vary from one Group subsidiary to another.

personal mobility devices, with urban mobility

cycle logistics

the management

control teams and

consolidated by

activities (electric

bicycles and

scooters, gyropods, the ﬁnancial control

etc.).

team.

3.5. Manufacture

of energy efﬁciency

equipment for buildings

Revenue associated Identiﬁable data

with sales of

within the ﬁnancial

domestic appliances reporting process,

As all household appliances are potentially

eligible, the Group has decided to only include

domestic appliances and exclude televisions

from this numerator element.

All revenue for these product families is taken

into account in the numerator, without distinction

(refrigerators,

dishwashers,

washing machines,

tumble dryers, air

conditioners, etc.).

produced at each

reporting period

by the operational

management control of energy efﬁciency criterion (which must be

teams and validated done in the second part of the alignment analysis

by the Group’s

ﬁnancial control

team.

of the eligible revenue).

Based on a denominator composed of the Group’s total

consolidated revenue, these two activities defined as

voluntarily eligible by the Group represent 10.9% of revenue

for 2021.

the Group analyzes some of its activities as contributing to the

transition to a circular economy, specifically in the categories

“Provision of repair and maintenance services and of directly

related activities” and “Resale and/or remanufacture of used

electrical and electronic equipment”, based on the activities listed

in the preliminary report of the European Platform on Sustainable

Finance for objectives 3 to 6⁽¹⁾.

At the same time, taking into account the regulatory information

available to date and the strength of its commitments, particularly

in terms of product sustainability (see section 2.2 of the DPEF),

Activity type

14.2. Provision of

Numerator element

Method

Assumptions/limitations

Revenue related to

after-sales service,

Darty Max, Vanden

Borre Life, WeFix,

REPAR (mobility

Data identiﬁable

within the Group’s

ﬁnancial reporting.

Service revenue

separate from

The sale of spare parts is considered to be a

service related to the repair business, promoting

product sustainability to consumers, hence its

inclusion in the numerator of the eligibility ratio.

repair and maintenance

services and of directly

related activities

category) and the

sale of spare parts.

Products revenue.

2.8. Resale and/or

remanufacture of used

electrical and electronic

equipment

Revenue related

to second life and

product sales

business activities of Clinic and of WeFix

WeFix and PC Clinic. removed from

after-sales service

Product revenue

(refurbished

products) of PC

As far as second life revenue is concerned,

only Fnac Seconde Vie and Darty Occasion

sales on the web channel have been isolated

to date. Sales of second life products in-store

are therefore excluded from the eligibility ratio

numerator this year.

business activity in

order to avoid double

counting.

Second life revenue

identiﬁed jointly by

the Financial Control

and Second Life

departments.

Based on a denominator composed of the Group’s total

consolidated revenue, these two activities, which the Group

has assessed as qualifying, account for 1.2% of the Group’s

qualifying revenue for 2021, as deﬁned by the Taxonomy.

(1) https://ec.europa.eu/info/publications/210803-sustainable-ﬁnance-platform-technical-screening-criteria-taxonomy-report_en.

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In addition, the Group has developed internally the sustainability

score ⁽¹⁾(see section 2.2.1 in the DPEF), whereby one of the

scenarios makes it possible to report, on a voluntary, qualitative

“retailer” basis, on business activity relating to the production

of sustainable consumer electronics. The use of this score

highlights the revenue generated by the sale of products with a

high sustainability score. The Group’s assessment is that sales of

products with sustainability scores that are higher than the average

sustainability scores over the year (average of 111 in 2021) fall

within the “Manufacture of durable electrical and electronic

equipment” category. As this score has until now only been

performed on the Darty scope, this business activity is excluded

from the calculation of the eligibility ratio, but the Group intends

to increase this revenue category in the future by extending the

calculation of this score to other scopes within the Group.

n 1.2% are considered to qualify;

n 10.9% are considered voluntarily eligible.

The Group will monitor regulatory developments and any

clariﬁcations issued by regulators and oversight bodies, and will

revise the assessment, particularly with regard to certain business

activities that benefit the environment and which could, if the

developments permit, justify the possibility of including them in

the framework in the future.

Industrial investments (Capex)

The Capex eligibility assessment focused on so-called individual

measures, mainly concerning investments related to property

activities: acquisition and ownership of buildings (including long-

term leases under IFRS 16), renovation of existing buildings and ad

hoc works related to the energy efﬁciency of buildings. Investments

related to waste recovery have not been incorporated into the

eligibility KPI numerator as they are not material.

Accordingly, eligible (mandatory or voluntary) and qualifying

activites for the six objectives of the European Green Taxonomy

represent 12.1% of Fnac Darty’s 2021 revenue:

n 0.0% are identiﬁed as eligible;

Activity type

Numerator element

Method

Assumptions/limitations

6.6. Freight transportation Capex linked to the

Inclusion of IFRS 16 All vehicles that meet the above-mentioned

services by road

long-term rental of

N1, N2 or N3 class

vehicles that meet

Euro VI standards.

rental expenses

for commercial

delivery and service

technician N1

criteria are taken into account in the numerator

without discrimination. Although most

of them will probably be excluded by alignment

criteria, the Group intends to convert a growing

proportion of its ﬂeet into vehicles with lower

emissions (speciﬁcally biofuels).

vehicles that meet

Euro VI standards

(ﬁnanced as

long-term rentals,

primarily, and rentals

with an option

to purchase).

7. Construction

and real estate

Capex linked to the

long-term rental of

buildings and their

renovation in line

with activities 7.1

to 7.7 of the

delegated acts

covering objectives

1 and 2 of the

Inclusion of total

commitments under aspect of the eligibility numerator without

IFRS 16. Data

from the Group’s

Property department an environmental label, with a view to aligning

and Administrative

and Financial

All store rental contracts are included in this

discrimination. The Group intends to conduct

an exercise to identify “green” leases with

with the objectives of the Taxonomy.

department.

Taxonomy.

5.5. Collection and

transport of non-

hazardous waste in

source segregated

fractions

Capex linked to the

separate collection

and transportation

of sorted or mixed

non-hazardous

Identiﬁcation

of investments

Negligible investments in comparison with the

weight of property business, not taken into

in waste compaction account in the eligibility ratio numerator this year.

equipment with the

Indirect Purchasing

Department and

waste to be

processed for reuse the associated

or recycling.

operational team.

(1) Sustainability score: average of a reliability score and a reparability score, calculated on the basis of data collected by Fnac Darty’s After-Sales Service

Department over the last two years for each product listed, weighted by the volume of products sold by the Group in the year in question.

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Based on a denominator composed of the Group’s total operating

investments and total IFRS 16 rentals, the investments outlined

above and identiﬁed as eligible account for 58.0% of the

Group’s 2021 Capex within the meaning of the Taxonomy.

Operating expenses (Opex)

The Opex analysis resulted in the amount analyzed being assessed

as not signiﬁcant in view of the Group’s materiality thresholds,

as the “Taxonomy Opex denominator” to “Group Total Opex”

ratio was less than 5%, which, combined with the fact that the

Group’s activities are not yet eligible, results in the Group using

the exemption provided to calculate the Taxonomy Opex KPI in

greater detail.

Summary of the mandatory results of the Group’s taxonomy ratios for 2021

Eligible revenue KPI

Capex eligible KPI

Eligibility

Zero revenue

for objectives 1 and 2

Capex (mainly linked

to leased buildings)

KPI numerator – total eligibility under objectives 1 and 2

KPI denominator in the sense of the Taxonomy

KPI: taxonomy eligibility (%)

€0 million

€8,042.6 million

€216.5 million

€373.1 million

58.0%

Despite the data reported by Fnac Darty under the Taxonomy, the

Group has for many years demonstrated a strong commitment

to combating climate change, with science-based objectives to

reduce its greenhouse gas emissions, and numerous measures

aimed at reducing the environmental impact associated with the

life cycle of products distributed by its brands:

n optimizing the transportation of goods and decarbonizing the

associated ﬂeets (see section 2.4.4);

n using renewable energies, via contracts with producers of

electricity from wind, hydro-electric and solar sources (see

section 2.4.4).

These long-standing commitments have enabled the Group to

obtain the following non-ﬁnancial ratings:

n developing customer information for an educated choice,

particularly through the ongoing work of Labo Fnac, the After-

Sales Service Barometer, sustainability score and Sustainable

Choice, which aim to highlight the most sustainable products

(see section 2.2.1);

n CDP: A- (vs C in 2020);

n Moody’s ESG Solutions (Vigeo Eiris): 54/100 (up +6 points from

2020, including +14 points on the environmental component).

n developing repair services and promoting DIY repairs,

including the reinforcement of remote assistance services (see

section 2.2.2);

These measures and the associated strategies are described in

sections 2.2 and 2.4 of this report.

n reuse, with increasing sales of second-hand products and

The Group will review its methodology and its eligibility assessment

as the Taxonomy is implemented and as the listed activities and

the criteria for technical examination change.

donations of unsold products (see section 2.2.3);

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Acting ethically throughout our value chain

2.5 / Acting ethically throughout our value chain

n Ethics and governance system

n Guarantee the protection of personal data

n Prevent the risks of corruption

n Implement a responsible indirect purchasing policy

n Implement a vigilance plan

n Ensure ﬁscal responsibility

Risks

Opportunities

n Lack of integrity of third parties with which we work

n Serious violations of human rights, health and safety,

and the environment

n Non-compliance with the Group/Penalties

n Reputation

n Sustainable commercial development

n Involvement in improving the working conditions at suppliers

n Strengthening collaboration with suppliers

n Reputation improvement

Levers activated

2021 Actions

KPI and associated indicators

n A solid ethical approach

that is strengthened

each year

n Rollout of the ethics monitoring platform

n Redesign of the ethics e-learning course

(7 modules)

n Number of ethics alerts received and processed

n KPI: percentage of factory audits whose

score is deemed to be compliant or average

(Fnac Darty)

n Appointment of ethics ofﬁcers

n Proportion of purchases of Nature & Découvertes’

own-brand products from suppliers who have

signed the Responsible Purchasing Charter

n Reinforcing the protection

of personal data

n Improving access to information

on the processing of personal data

n Strengthening cybersecurity

n Anti-corruption procedures n Creating the Charter for the Prevention

and controls

of Conﬂicts of Interest

n Training 650 people on conﬂicts of interest

and completion of conﬂict of interest

disclosures by key employees

n Implementation

of a vigilance plan

n Extending the scope to include WeFix

n Increasing the number of unannounced

audits

n Strengthening the procedures for evaluating

and monitoring Marketplace vendors

n Training all operations managers in risk

prevention

n Documenting a responsible n Drafting a responsible purchasing policy

purchasing policy

for indirect purchasing

n Training all indirect buyers in responsible

purchasing

n RFAR label awarded in January 2022

n Implementation of a

responsible tax policy

n Helping Group subsidiaries to implement

the new rules of the E-Commerce Directive

n Commitment to the tax partnership with

the Major Corporations Division of the French

Directorate-General of Public Finances

As a responsible player, Fnac Darty is committed to acting with

integrity. Respect, fairness and transparency are at the heart of

the Group’s day-to-day activity. Its success and reputation depend

both on the way in which employees perform their roles and on the

performance of the omnichannel model and the services offered.

The Group places particular importance on sustaining its values

in its relationships with employees, suppliers, customers, partners

and shareholders. Fnac Darty’s values and ethical principles

contribute to the sense of pride felt by the Group’s employees.

These commitments are set out in the ethical framework.

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Acting ethically throughout our value chain

2.5.1 / ETHICS AND GOVERNANCE SYSTEM

In order to live up to the great example the Group has set in

the ﬁeld of ethics, Fnac Darty is continually improving its ethical

system. The Ethics Committee analyses the system’s quality,

compliance and ﬁtness for purpose in the light of changes to the

business environment.

Group Internal Audit department, local departments, the Group

departments concerned and the Group’s cross-departmental

control functions (legal, CSR, data protection, taxation, IT, etc.).

Remediation plans are documented and monitored in response

to any risks identiﬁed.

The Ethics Committee, chaired by the General Secretary, is

composed of eight permanent members who have been selected

for their expertise in labor law, corporate law, the environment,

codes of conduct and ethics.

The Group’s Internal Audit Department conducts annual interviews

with each member of the Executive Committee to map the major

risks at Group level. This review is reviewed by the Group’s Chief

Executive Ofﬁcer and approved by the Executive Committee before

being presented to the Audit Committee that reports to the Board

of Directors.

The Ethics Committee approves, evaluates and improves the

ethical approach in place. 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 Group’s Chief

Executive Ofﬁcer attends the Ethics Committee, which presents

the summary of its work for the year.

In order to improve risk management, a crisis management policy

and manual were created during 2021. These will be supported

by the implementation of tailored training courses that will take

place during 2022.

2.5.1.2 / Outsourced ethical alert

The Group’s Internal Audit and Compliance Department monitors

the processes and procedures of the ethics system Group-wide.

mechanism

To strengthen the existing alert system, in 2020, Fnac Darty

developed an outsourced platform for monitoring ethics and

compliance, which was launched at the beginning of 2021.

2.5.1.1 / Ethical framework

Fnac Darty’s ethical framework comprises all the ethics documents

within it:

This platform complements the usual channels of communication

(managerial, HR representatives, employee representatives) and

covers 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 Fnac Darty’s charters, policies and

internal regulations.

n Business Code of Conduct https://www.fnacdarty.com/wp-

content/uploads/2021/11/en-code-de-conduite-des-affaires-

2021-liens-ma-j-optimise.pdf;

n Gifts and Beneﬁts Charter;

This mechanism has been rolled out to all subsidiaries in France

and in the countries, and translated into French, English, Spanish,

Portuguese, Dutch and Mandarin Chinese, and has been the

subject of an internal communication plan.

n Charter for the Prevention of Conﬂicts of Interest;

n ethics alert line.

This framework is updated regularly to reﬂect the improvements

made. The entire ethical framework is available on a dedicated web

page, which has been communicated to employees in France.

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 the Group 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:

www.fnacdarty.com.

The ethical framework is disseminated locally in all Group countries

and subsidiaries by local ethics ofﬁcers who report to the Group

Ethics Ofﬁcer.

The Internal Audit and Compliance department has a risk-based

approach to achieve its objective of risk control and process

improvement. Compliance issues are systematically incorporated

into the action it takes.

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:

The Group risk mapping is updated annually. It summarizes the

consolidated risk mapping for all countries, subsidiaries and major

departments. The main risks incurred through their respective

activities are identified by the management responsible for

those activities. These mappings are presented and reviewed by

internal control committees, the members of which include: the

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;

n an alert regarding health, hygiene and safety, discrimination or

harassment at the place of work;

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n a report regarding environmental protection;

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.

n an alert regarding health, hygiene and safety, human rights or

environmental protection concerning a partner or supplier.

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.

During 2021, 28 alerts were received. All alerts received were

processed and reviewed. The majority of cases were not relevant

(18).

n Two cases related to corruption in conﬂict of interest matters

concerning the awarding of contracts. Both cases had not

been declared by the parties concerned during the annual

conﬂict of interest disclosures. In both cases, the individuals

were subject to measures and sanctions.

These reports are sent immediately and exclusively to the

authorized members, 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 One case related to fraud and was subject to measures and

sanctions.

n analyze the admissibility (if necessary they may call on an Ethics

Committee) and acknowledge receipt of the warning (within

10 working days);

The seven other principal relevant cases during 2021 related to

CSR, data protection and human resources. They were all subject

to remediation plans that have been closed.

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;

Corruption/conﬂicts of interest

Fraud

n ensure the compliance of investigations and directly manage

Not relevant

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

Data protection/CSR/HR

to ensure case conﬁdentiality.

Throughout 2021, the Group communicated broadly to its

employees about the launch of this new system and established

a permanent and accessible internal communication campaign.

The annual summary of the activity of the alert and compliance

line was prepared and circulated at the Ethics, Audit and CSR

Committees.

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2.5.2 / GUARANTEEING THE PROTECTION OF CUSTOMERS’

AND EMPLOYEES’ PERSONAL DATA

n The GDPR IT Monitoring Committee, attended by the IT

2.5.2.1 / Protect the personal data

Directors, monitors IT action plans (every two months).

of employees and customers

n The Country DPO Committee brings together country DPOs to

With millions of visitors to its stores and 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.

Customers expect their data to be used transparently and

proportionately, in keeping with the Group’s commitment to an

educated choice.

share practices and provide coordination (every six months).

Audits

The DPO team, in association with Internal Audit and Internal

Control, conducts audits, checks or self-assessment campaigns

for GDPR ofﬁcers in order to ensure regular monitoring of GDPR

issues.

Fnac Darty strives to ensure it uses the data collected by the

Group’s brands with absolute transparency, and that this use is

also legitimate, proportionate and secure. To gain the trust of our

customers, which is essential for Fnac Darty, strong protection of

customer data as well as that of employees is required. For several

years, the Group has been working hard to proactively protect

personal data, in accordance with the provisions of the Regulation

of April 27, 2016 (GDPR) and the French Data Protection Act.

Documentation of compliance

and “Privacy by Design” procedures

Fnac Darty maintains processing records and documents its

compliance by completing processing and impact analysis (AIPD)

data sheets and disseminating personal data protection policies.

Governance

A Privacy by Design procedure has been put in place to ensure

that issues of personal data protection are properly taken into

account from the outset when projects are designed and tools

selected. It includes an analysis of the processing of personal data

and audit questionnaires to assess the guarantees offered by third-

party solutions, particularly SaaS (online software). Fnac Darty has

a tool for mapping and managing the integration of new SaaS tools

that have seen strong growth in recent years.

To ensure a high level of personal data protection, Fnac Darty

has established a dedicated organizational structure and internal

procedures that guarantee the protection of the data throughout

the processing cycle.

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. GDPR ofﬁcers, responsible for circulating data

protection-related issues and news, have also been appointed in

each of the major departments. All business lines are thus covered

by and represented at a GDPR Committee.

Training and awareness

Fnac Darty ensures its employees are trained in data protection

issues. Mandatory e-learning on the protection of personal data

can be accessed from the e-learning platform. In 2021, the

focus was on the business lines, with dedicated training on the

protection of privacy delivered to the after-sales service business

line (repair technicians, delivery and installation personnel).

Dedicated committees and workshops organized by the DPO team

meet regularly to ensure compliance with GDPR and to monitor

the action plans it generates. Issues regarding the protection of

personal data are also regularly reported to members of the Fnac

Darty Executive Committee for their information or management if

necessary. Meetings of the Comex review data protection activity

and projects once or twice per year.

Personal rights

Managing requests from people wishing to exercise their rights

(rights of access, rectification, objection, right to portability,

withdrawal of consent) is a major concern for Fnac Darty, and

the customer services and DPO teams are actively mobilized to

respond to them. Various contact channels via DPO e-mail, online

contact forms (Darty) or a conversational platform (Fnac through

Iadvize) ensure that customers’ personal data requests are dealt

with promptly.

n The GDPR Steering Committee, attended by the DPO and

GDPR ofﬁcers, monitors the business line action plans (every

three months).

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Personal data breaches

2.5.2.2 / Cybersecurity: essential protection

for personal data

A system for tracking anomalies and incidents can be used to

anticipate data breaches. Regular employee awareness and close

cooperation between the DPO and CISO teams also ensure that IT

incidents are properly managed and enable the Group to prepare

for any personal data breaches that must be notiﬁed to the French

Data Protection Authority (Commission Nationale de l’Informatique

et des Libertés or “CNIL”) within a timescale of 72 hours.

Many critical activities such as sales, retail, financial services

and the protection of customers’ and employees’ personal data

depend on the reliability and effectiveness of numerous information

systems. Cyberattacks on companies’ information systems,

websites and employees are increasingly sophisticated and

frequent, representing a signiﬁcant risk for the Group.

Speciﬁc policies have been put in place to prevent and manage

cybersecurity incidents, in order to ensure the Group’s information

systems and any third-party data are protected. This activity is

governed by a structure that includes an information security

policy, as well as meetings of several committees, one of which is

speciﬁcally tasked with setting up the GDPR compliance program.

Program and action plans

In 2021, the issue of personal data protection was again at

the heart of the Covid-19 crisis, requiring particular care in the

processing of employee data.

The actions in the GDPR 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 continued to mobilize the teams. Fnac Darty focused

speciﬁcally on adapting to ever-changing security challenges and

enforcing limited retention periods in information systems.

As part of its continuous improvement approach, Fnac Darty

strengthens its speciﬁc policies for the prevention, detection and

management of cybersecurity incidents on an ongoing basis,

and in 2021, this took place through the implementation of the

following projects:

n improving the protection of messaging services;

n improving identity management;

Fnac Darty also works to give its customers better control over the

use of their personal data. For this reason, in 2022, the Group has

continued a major project around a “preference center”, which will

offer customers improved transparency and better management of

their personal data – in addition to the cookies manager.

n strengthening the protection of the Group’s commercial

websites;

Particular attention is paid to informing customers, particularly in-

store, with improved access to information about the processing

of personal data (with signage and a QR code providing direct

access to Fnac Darty’s data protection policy).

n strengthening the obsolescence and replacement management

plan.

In 2021, Fnac Darty obtained PCI-DSS certification, which

illustrates the robustness of commercial systems and data theft

prevention systems.

Customers’ perceptions of trust and transparency in the use Fnac

Darty makes of their personal data has resulted in a customer

study and a barometer has been set up so that certain personal

data indicators can be monitored regularly.

The rollout of these new procedures has been boosted by

signiﬁcant investment; the cyber security budget has tripled since

2019.

n Number of attacks: 6.8 billion malicious requests blocked.

n Proportion of blocked e-mails: 30%.

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2.5.3 / COMBATING CORRUPTION

The Group is constantly vigilant and keen to take action under any

circumstances to comply with its ethical commitments. The ethical

framework documents this commitment in detail in all locations in

which the Group operates.

n forbids political, trade union, cultural or charitable funding for

the purposes of obtaining any direct or indirect beneﬁts;

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;

The Business Code of Conduct, also called the “Ethics Charter”,

is a collection of the basic principles that should govern each

person’s behavior in their professional life, both individually and

collectively. These principles are reafﬁrmed through respecting

people, respecting Company property, respecting trade

regulations, and through the Group’s commitments to social and

environmental responsibility.

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 prohibits the remittance of any facilitating payments, regardless

The Gifts and Beneﬁts Charter outlines the Group’s internal

rules for accepting gifts and hospitality. Its purpose is to offer

instructions to help employees deal more conﬁdently with gifts or

hospitality they receive.

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;

The Prevention of Conﬂicts of Interest Charter, launched in

2021, aims to raise awareness of conﬂicts of interest. Its intention

is to help employees avoid them and understand how to conduct

themselves when faced with them. For Leadership members and

employees potentially at risk, this is combined with an annual

conflict of interest disclosure. Using this process, nearly 650

people received conﬂict of interest training in 2021. All reported

conﬂict of interest situations are reviewed by the Internal Audit

department and, if necessary, measures are taken to avoid them.

This approach has a dual objective of education and protection.

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;

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;

The ethics alert line (see section 2.5.1) enables staff to report

with complete conﬁdence and conﬁdentiality any behavior that

contravenes the ethical framework and any serious situation or

event identiﬁed within the Company or within the Group’s partners/

suppliers on our ethics alert and compliance website at: https://

report.whistleb.com/en/portal/fnacdartyGroupe.

n sets out the various procedures to be followed in cases where

there is reasonable doubt regarding unethical acts or activities.

Involvement of the entire Group

in preventing corruption

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.

Lastly, the ethical framework is appended to the contracts and

agreements that formalize the Group’s commercial relations with

its partners.

In accordance with the Sapin II law, the Group has gradually

developed an anti-corruption system that is at the heart of all

governance activities and that is circulated to all employees:

n the Chief Executive Ofﬁcer of Fnac Darty, who reports to his

Executive Committee on oversight actions and obligations;

Key principles from the Business Code

of Conduct related to preventing corruption

n the Group General Secretary, through leadership of the Ethics

Committee, the dissemination of internal communications

relating to commitments in the ﬁght against corruption, and

the development of dedicated training;

In order to prevent corruption and other behavior that undermines

business integrity, the Group:

n the Group Director of Internal Audit, through managing the

n is committed to a zero-tolerance approach to corruption and

inﬂuence peddling within the Group and in its relationships with

third parties;

implementation of anti-corruption measures Group-wide;

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n the Country Management Committees, which ensure the

The training will have to be taken by certain target audiences,

according to the topics. The Gifts and Hospitality, Whistleblowing

and Code of Conduct modules will be taken by all Group

managers. The Assessment of Third Parties, Risk Mapping and

Managers modules will be taken by senior management. The

Conﬂict of Interest module will be intended for those identiﬁed as

being potentially at risk.

successful roll-out of the anti-corruption system;

n members of the Leadership Group ensure they themselves

and their employees uphold these principles. They all take a

mandatory e-learning training course;

n employees are encouraged to report any situations they

consider sensitive to their managers, the Human Resources

Department or their ethics ofﬁcers, in line with the principles

set out above.

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.

A continuously improving roadmap

for a robust corruption prevention plan

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.

Furthermore, the self-assessment questionnaire specific to

corruption risk is based on the AFA questionnaire. Since 2020,

where appropriate or possible, audit assignments have included

tests on compliance with the requirements of the Sapin II law.

The Group is committed to maintaining strict oversight of its level

1 third parties through a permanent monitoring system set up in

2020 in partnership with the Audit Department.

Raising employees’ awareness of the risk of corruption: a new

e-learning training package was ﬁnalized in 2021, the rollout of

which is scheduled for January 2022. The package consists of

seven stand-alone training modules on the following topics: Gifts

and Hospitality, Whistleblowing, Code of Conduct, Assessment of

Third Parties, Risk Mapping, Managers, Conﬂicts of Interest. The

entire package has been translated into all the Group’s languages.

Internal control committees provide an overview of compliance

with the Sapin II law.

Irregularities identiﬁed

Following a review conducted by the French Anti-Corruption

Agency in 2021, these training modules have been selected as they

comply with the Sapin II law. To ensure that all Group employees

are better able to identify with the situations encountered in the

quiz, it has been adapted to reﬂect the Group’s business model

and its visual style guide. For each training module, a practical

fact sheet about the particular topic can be downloaded and each

module refers to the ethical alert line. The Code of Conduct, Gifts

and Hospitality and Conﬂicts of Interest modules each enable the

trainee to download the associated internal documentation.

In 2021, Fnac Darty was faced with irregularities carried out by

certain individuals in a limited number of stores operated by one

of its subsidiaries, Darty Île-de-France. As a result of internal

control reviews that made it possible to detect some illegal

transactions, the Group reported this suspicious conduct to the

Public Prosecutor for Paris in January 2021 and ﬁled a complaint.

In addition to the work conducted by the internal teams, the Group

tasked external audit firm PwC with accurately assessing the

extent of these illegal transactions, the operating methods used

and ensuring that such acts can never be repeated.

In addition, a video by Michel Sapin, founder of the Sapin II law,

introducing the e-learning module is broadcast on the Everyday

France ethics intranet, as are all the videos from the training

package, covering the seven topics mentioned above.

The Group strongly condemns these practices, which, although

not significant at Group level, are nevertheless illegal and

completely unacceptable, from the point of view of the practices

and ethics of the Group and its employees.

When the training campaign is launched in January 2022,

communications will be sent out from senior management,

including the Group Chief Executive Ofﬁcer. From then on, these

seven modules will be monitored.

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2.5.4 / IMPLEMENTING A RESPONSIBLE INDIRECT PURCHASING POLICY

Aware of the various social and environmental impacts of its

indirect purchasing, the Group is committed to a global and

sustainable approach to performance, for the Company and for

the stakeholders within its ecosystem, from the dual materiality

standpoint.

Following an audit of practices and framework documents by

a specialized ﬁrm, this fundamental work resulted in the Group

mapping the risks speciﬁc to indirect purchasing, identifying the

action plans to be implemented and deﬁning lists of CSR criteria

relevant to the mapping, for inclusion in future calls for tender.

Tasked with selecting the most appropriate suppliers of goods

and services to meet the Group’s operating needs, contribute

to its operational performance, and support the strategic plan

Everyday, the Indirect Purchasing Department aims to boost

the Company’s educated purchasing choices, particularly by

seeking to understand the environmental and social impacts of its

purchasing practices.

The initial action plans aimed to improve payment deadlines and

update the general terms and conditions of purchase, in order

to promote long-term, balanced relationships, as well as to

implement business reviews focusing on suppliers’ CSR policies

and practices.

Working with the teams in a co-construction approach, all

buyers in the Indirect Purchasing Department (IPD) were trained

in responsible purchasing. Since 2020, CSR criteria have also

been incorporated into the annual objectives that affect the

variable compensation of all IPD positions (management, division

managers, buyers, etc.).

To this end, the Indirect Purchasing Department has made

commitments that are speciﬁc to its activities. These are designed

to embody its responsible purchasing approach:

n being a responsible purchaser regarding our suppliers, and

working to continuously improve purchasing practices, by

developing long-term, balanced relationships with suppliers;

In January 2022, the RFAR Label Award Committee, composed

of the Business Ombudsman (French Ministry of Economy and

Finance) and the French National Purchasing Council, unanimously

decided to award the RFAR label to the Group for indirect

purchasing. This label is valid for three years.

n helping to achieve the objectives set out in the Group’s CSR

roadmap in terms of climate, sustainability/recyclability/

eco-design of products, incorporating Corporate Social

Responsibility into purchasing processes, and by aligning

ourselves with the Group’s CSR policy;

Fnac Darty thus joins the ranks of 65 companies recognized by

the public authorities for the long-term, balanced relationships they

maintain with their suppliers on a daily basis.

n encouraging the Group’s partners to develop a CSR approach,

by promoting and monitoring the procedures and initiatives of

Fnac Darty suppliers.

Outlook for 2022

These aims and commitments were set out in a responsible

indirect purchasing policy, the drafting of which involved all buyers

and support departments, such as the CSR Department. To

set itself an ambitious goal, the Group relied on the benchmark

provided by the “Responsible Supplier Relations and Purchasing”

label, backed by ISO 20400:2017 – Sustainable Procurement –

Guidance.

The Group intends to continue the operational deployment

of its responsible purchasing policy, particularly by launching

action plans targeted at the riskiest purchases or implementing

and monitoring indicators focusing on the social aspects of the

performance of outsourced labor services (cleaning, security,

gardening, etc.).

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2.5.5 / VIGILANCE PLAN

The French law of March 27, 2017 on the duty of care of parent

companies and initiating companies reinforces the requirements

for responsibility throughout the entire value chain of companies’

business activities. With its business activities changing, Fnac

Darty took this law as an opportunity to strengthen and further

develop its risk analyses and action plans. The report on the

effective implementation of the plan and the results has been made

available to the public since 2018, in line with and complementary

to its Non-ﬁnancial Performance Declaration.

2.5.5.1 / Overview of the Vigilance Plan

Governance and structure

OVERSIGHT PLAN

Ongoing

monitoring

Business activities

Risks for stakeholders

Direct

and

indirect

purchasing

Logistics

and

after-sales

Human risks:

human rights,

fundamental

freedoms, health

and safety of all

our stakeholders

Environmental risks:

global warming,

depletion of

resources, loss

of biodiversity,

pollution

Asia

Sourcing

Market-

place

Franchises Operations

NGO reports

and sector

benchmarks

Group’s value chain

Communication

with internal

and external

stakeholders

Evaluation and prioritization

Severity, magnitude, reversibility,

Employees

of our suppliers,

subcontractors

and franchisees

probability of worsening

Employees

Customers

Environment

Mitigation

Warning

mechanisms

Stakeholders

Monitoring actions and the effectiveness

of prevention and mitigation measures

Governance

• Review of risks and mitigation by the Internal Control Committees

• Review of the Oversight Plan by the Ethics Committee

• Presentation of the oversight plan to the Board of Directors (CSR Committee and Audit Committee)

and to the trade union organizations

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When conducting its business activities, Fnac Darty relies on

strong ethical principles and standards and specifically refers

to the Universal Declaration of Human Rights, the International

Covenant on Civil and Political Rights and the core conventions

of the International Labour Organization. The Group is also signed

up to the United Nations Global Compact, the principles of which

it shares and promotes.

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 its reversibility, on

the working conditions and health/safety of employees, service

providers and/or consumers;

In the conduct of their business, subsidiaries and partners are

required to comply with applicable local legislation and the

common minimum standards contained in the Business Code of

Conduct.

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;

Scope

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.

As at December 31, 2021, the geographical scope of the Group’s

Vigilance Plan covers France and the countries of the Group’s

subsidiaries: Fnac Spain, Fnac Switzerland, Fnac Portugal, Fnac

Belgium, Vanden Borre, Nature & Découvertes and WeFix.

The scope of activities includes internal operations and level 1

suppliers/subcontractors.

In 2021, the risks of serious infringements ⁽¹⁾of human rights and

fundamental freedoms, the health and safety of persons, and

the environment are linked to the following activities: sourcing of

own-brand products from Asia, purchases of goods and services,

Marketplace activity and logistics, after-sales service and delivery

activities. Following the various mapping reviews conducted in

2021, 35 risks were identiﬁed and assessed.

The risks covered by the Plan relate to serious infringements of

human rights and fundamental freedoms, the health and safety

of persons, and the environment, which may be caused by the

Group or by third parties with whom it has long-term relationships.

The Group’s other non-ﬁnancial risks are assessed and monitored

as part of the CSR policy, and these are described in this Non-

ﬁnancial Performance Declaration.

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).

2.5.5.2 / Risk mapping, assessment

procedures and assessment

system

Fnac Darty wanted to involve trade union representatives in this

assessment system and mitigation development. In 2020, an ad

hoc working group was established (one staff representative per

subsidiary), which meets twice a year to discuss the contents of

the Plan, in particular policies and actions for prevention.

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).

2.5.5.3 / Warning mechanism

In 2021, an outsourced platform for monitoring ethics and

compliance was rolled out to all subsidiaries in France and 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 the Group 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 the spirit of continuous improvement, the mapping is subject

to regular review by the CSR and Internal Audit departments,

in collaboration with the departments mentioned above.

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.) are taken into account as part of these reviews.

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”.

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 raise the alarm – in a conﬁdential and secure manner. Please

see section 2.5.1.2 for further details on the mechanism and the

alerts received in 2021.

The risks identified are then assessed according to the

methodology used by the Internal Audit Department in its risk

(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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2.5.5.4 / Prevention and mitigation measures

The table below shows the breakdown of the main risks identiﬁed as part of the mapping work. The associated colors correspond to the

level of net risk (net risk = (impact × probability)/risk control).

Sourcing of

own-brand

products Operations

and

(after-

sales

products

under

service,

Operation

Indirect

Commercial

license

logistics) Franchises Marketplaces HR of stores purchasing purchasing

Human rights and fundamental freedoms

Human rights (forced labor,

child labor)

Fundamental freedoms (freedom

of association, pay, working

hours, discrimination, etc.)

Health & Safety

Employee health and safety

Customer health and safety

Health and safety of the

employees of the Group’s

subcontractors or suppliers

Environment

Pollution

Depletion of resources

Climate change

Low risk

Medium risk

High risk

Very high risk

n 11 own brands, 7 brands under license, approximately

A/ Area of risk: sourcing from Asia

1,400 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.

n 128 suppliers, 195 active plants;

n 94 plants audited in 2021, including 36 unannounced audits;

n 103 audit criteria (76 relating to production quality and

Key figures relating to “own-brand product sourcing” in 2021

(scope of Fnac Darty, excluding Nature & Découvertes):

27 relating to Corporate Social Responsibility).

n €146 million of purchases sourced from Asia and Europe,

representing 2% of total purchases;

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Risks identiﬁed

The production of electrical and electronic equipment, and the countries where the plants that manufacture them are located (China),

generate risks, which are summarized below.

Resources

implemented

Risks

Preventive measures

Actions and performance 2021

n Fundamental freedoms and human

rights (freedom of association,

working time, compensation, forced

labor, child labor, discrimination)

n Health and safety of employees

within the plants, e.g., in the event

of non-compliance of facilities

and personal protective equipment

n Health and safety of customers,

particularly in the event of quality

issues or non-compliance with

European standards (REACH, RoHS)

n Environment, e.g., in the event of poor

environmental practices in the plants

n A team of

90 people,

including 60

in China

n 13 internal

auditors

n Framework document (Group n Continuation of the audit

Vendor Manual, translated

into Mandarin Chinese)

n Audit grid comprising

103 criteria, 27 of which are

related to Corporate Social

Responsibility

campaign: 48% of active plants

audited

n Increase in unannounced audits:

36 unannounced audits (out of

a target of 25)

n 91.5% of audits deemed

compliant (before corrective

action plan)

n Full audit conducted prior to

entering into any contract,

then audit conducted at least n Inclusion of an audit criterion on

every two years

n Announced and

unannounced audits

n Audits by internal auditors

the provision of an ethical alert

mechanism for workers

n 39% of auditors were

themselves subject to

an unannounced audit

Changes in risks in 2021

Framework document

Two factors led the Group to reassess these risks upward: the

Covid-19 pandemic and the shortage of semiconductors. In this

high-pressure environment, suppliers may ignore certain risk

prevention measures in order to contain costs and meet deadlines.

Fnac Darty therefore increased its vigilance when auditing plants.

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.

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.

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.

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.

Compliance with these standards is monitored through audits.

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n ethics;

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 have two

components:

n the environment.

A preliminary audit is carried out for all these elements prior to

entering into any contract with a new plant. 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.

n quality assurance and control;

n Corporate Social Responsibility.

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.

This second component brings together several aspects of control:

n human rights and employment law;

n health and safety;

Procedures associated with audit results:

Audit result

Associated procedure

Control

> 85% = full compliance

None

Audit every two years

70% to 85% = average compliance

60% to 70% = non-compliance

Requirement to take corrective action

Follow-up audit

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

< 60% = serious non-compliance

Cessation of production and termination

of supplier relationship

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.

Every year, social and environmental audits are conducted by an

external service provider based in Hong Kong. The two entities

share the same audit vision, focused on supporting suppliers.

The Fnac Darty teams help the suppliers to prepare corrective

action plans.

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 610 active suppliers in 2021, 250 were signatories

to the charter at the end of 2021, covering more than 64% of

purchases of Nature & Découvertes own-brand products.

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 continuous

improvement. Likewise, the Company favors relationships with

small businesses in order to encourage local craftsmanship

wherever possible.

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In order to guarantee the same audit standards in the plants

located in Europe (extended to Turkey), the independent third

parties in charge of audits must use the same audit grid as that

used for plants in China.

Actions/measures taken in 2020 and 2021

In order to improve auditors’ and suppliers’ understanding of

the audit grid, the critical failure criteria were strengthened: non-

compliance on one of these criteria now automatically results

in the non-compliance of the entire audit, without any manual

intervention by the auditor.

As part of the mapping of risks associated with non-commercial

purchasing, shipping has been identiﬁed as an “at risk” sector.

This will result in the Indirect Purchasing Department working with

teams based in Asia to strengthen the weighting of the criteria

associated with the CSR performance of candidate service

providers in calls for tender. Likewise, indirect buyers plan to initiate

discussions with current service providers regarding their CSR

performance and their action plans relating to the duty of care.

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.

Results

Scope: Fnac Darty suppliers (excluding Nature & Découvertes) in Asia

2020

2021

KPI: Proportion of plants whose audit result is deemed to be average or compliant^(a)

91.7%^(b)

91.5%

(a) Before corrective action.

(b) Corrected historical data: in order to better reﬂect the performance of the audit process, the Group has chosen to exclude from the calculation

of this KPI the result of follow-up audits to check any corrective actions required after non-compliant initial audits.

Scope: Nature & Découvertes

2020

2021

Proportion of purchases produced by Nature & Découvertes suppliers that have signed

the Responsible Purchasing Charter

64.3%

64.1%

Between 2020 and 2021, the rationalization of the number

of Nature & Découvertes suppliers continued. However, this

rationalization had a greater impact on the breakdown of revenue

by supplier, which is why the indicator remains stable between

2020 and 2021.

B/ Area of risk: purchasing products

and services

Fnac Darty’s purchasing falls into two categories: commercial

purchasing (intended to be resold by its brands) and indirect

purchasing (intended to enable the Group to carry out its business

activities). These risks are managed in different ways.

Outlook for 2022

With regard to commercial purchasing, the supplier relationship is

managed directly by the Commercial Department and governed

by the Business Code of Conduct.

The Group has begun to think about how to extend its audit and

prevention measures to certain level 2 suppliers and beyond.

Some of the minerals used in the manufacture of own-label

products have been identiﬁed as social and environmental risks,

and as part of the process of continuous improvement, the action

plans arising from this framework will primarily apply to suppliers

that use these minerals (which may come from conﬂict zones) and

will aim to ensure that purchasing them complies with responsible

procurement practices, and does not contribute to conﬂict or other

associated illegal activities.

With regard to indirect purchasing, which governs business

relationships with around 3,000 suppliers, there are numerous

risks, concerning both the purchase of services (transportation,

remote customer relations, temporary staff, security, works), as

well as goods (consumables). The information below relates to

this type of purchasing.

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Resources

implemented

Risks

Preventive measures

Actions and performance 2021

Indirect purchasing:

n A team of 12

buyers in France,

all trained in

responsible

purchasing and

sustainable

n Framework documents,

shared with suppliers

and subcontractors:

n Business Code

of Conduct

n Audit of the practices, framework

documents and selection criteria of

the Indirect Purchasing Department

n Mapping of purchasing risks

n Documentation of the responsible

purchasing policy

n Identiﬁcation of action plans to be

implemented

n Development of a list of CSR criteria

in connection with the mapping, to

be included in future calls for tender

n Training buyers in responsible

purchasing

n Fundamental freedoms and human

rights (including non-compliance with

working hours, payment of overtime,

discrimination, etc.)

n Health and safety of subcontractors’

employees, e.g., lack of training

n Health and safety of customers,

e.g., lack of gas and electricity

certiﬁcation of delivery and installation

staff employed by subcontractors

n Environment, e.g., poor environmental

practices in the management

n Responsible

development

issues

purchasing policy

n Increasing inclusion

of CSR criteria in calls

for tender

of construction waste or waste

chemicals used for cleaning

n Introduction of CSR business

reviews with strategic suppliers

n Distribution of the link to the ethical

alert line, through the Business Code

of Conduct and the Supplier Charter

Actions/measures taken in 2021

Outlook for 2022

In 2021, the mapping of purchasing risks helped to reﬁne the

assessment of these risks. It shows that, once the level of risk

control has been taken into account, the net risk is concentrated

on transportation purchases (by sea and road), purchases of

furniture and packaging, works, maintenance and cleaning

services, as well as call centers.

The Group intends to continue the operational deployment

of its responsible purchasing policy, particularly by launching

action plans targeted at the riskiest purchases or implementing

and monitoring indicators focusing on the social aspects of the

performance of outsourced labor services (cleaning, security,

gardening, etc.).

As part of its new responsible purchasing policy, the Group is

working hard to control the environmental and social impacts

associated with its purchasing activities, by incorporating these

risks into its practices from the tender phase (inclusion of CSR

criteria) and into monitoring of its commercial relationships

(dedicated business reviews).

C/ Area of risk: Marketplace

Launched in 2009 for Fnac and 2015 for Darty, the Marketplace

aims to guarantee better product availability and to expand the

catalog. Therefore, new product categories have been added to

the Group’s classic catalog: games & toys, then sport, gardening,

DIY and, most recently, home furnishings, which includes furniture

and bedding.

For further details, see also section 2.5.4 “Implementing a

responsible indirect purchasing policy”.

2021 key ﬁgures:

2021 Results

n more than 4,000 sellers on the Fnac Darty Marketplace;

n more than 17 million active product items available.

Having reviewed the application submitted at the end of 2021,

the RFAR Label Award Committee, composed of the Business

Ombudsman (French Ministry of Economy and Finance) and the

French National Purchasing Council, unanimously decided to

award the RFAR label to the Group. This label is valid for three

years.

This label recognizes the Group’s commitment to long-term,

balanced relationships with its suppliers⁽¹⁾.

(1) Excluding commercial purchasing.

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Resources

implemented

Risks

Preventive measures

Actions and performance 2021

n Fundamental freedoms and human rights:

infringements of freedom of association,

working hours, pay, forced labor, child labor,

discrimination

n Health and safety of employees in plants where

products are manufactured, e.g., in the event

of non-compliance of facilities and personal

protective equipment

n Health and safety of customers, e.g., in the

event of non-compliance of products with

European standards

n Environment, e.g., in the event of poor

environmental practices in the plants, or due

to the impact of the life cycle of products

distributed by the Marketplace

n A quality division n Business Code

n Strengthening of the

comprising

10 people

of Conduct,

procedures for using quality

indicators to assess vendors.

n Reinforcement and

documentation of product

recall procedures

n More than 1,800 tests

conducted (compared with

500 in 2019 and 1,054

in 2020) and 231 vendors

removed from the approved list

incorporated into

the General Terms

and Conditions

of Use of the

Marketplace

n Quality assessment

and monitoring

procedures

n Monitoring and

procedures when

recalling products

Operating in a highly regulated and constantly changing sector,

the Group ensures compliance with the regulations that govern the

Marketplace’s activities. A quality monitoring process has been set

up to optimize customer loyalty and ensure their safety. The quality

division therefore aims to monitor sellers and ensure they meet

compliance standards. A Vendor Monitoring Committee meets

once a month to monitor the indicators in use.

2021 Results

Post-clearance monitoring procedures (on the rate of complaints

in particular) have resulted in the Group launching approximately

1,800 tests (compared with 1,054 in 2020) and removing

231 vendors from the approved list in 2021.

Outlook for 2022

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.

However, due to the countries in which the products distributed

are manufactured, particularly Asian countries, the Group has

set demanding recruitment standards for vendors and quality

monitoring, particularly regarding complaints.

In accordance with the new obligations imposed by the AGEC law

(the “circular economy law”), since January 1, 2022, Marketplaces

have been jointly and severally liable in the event that vendors

do not comply with the EPR principle (Extended Producer

Responsibility), including the obligations to take back a used

device free of charge when a new device of the same type is

purchased and to pay an eco-tax on products they sell in France.

If failures are identiﬁed, and after a test period, the penalties set

out in the General Terms and Conditions of Use/General Terms

and Conditions of Sale may be imposed on the vendors. These

penalties may go as far as removing them from the approved list.

In 2021, the Group led several projects in direct collaboration

with recycling organizations to ensure compliance on its own

behalf and that of its partner vendors. The new procedures will be

implemented in 2022.

Actions/measures taken in 2021

D/ Area of risk: operations

In order to strengthen the product recall process, whether

originating from the authorities or suppliers, in 2021 the Group

strengthened its procedures by documenting its response

pathway, from monitoring, through liaising with vendor (s) and

customers, to withdrawing the speciﬁc products from sale.

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).

Assessment procedures were also strengthened, and a speciﬁc

process for new vendors was launched; as such, the Group now

imposes an upper limit on orders and increased quality monitoring

during this period.

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Resources

implemented

Risks

Preventive measures

Actions and performance 2021

Health and safety of workers:

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)

n A Training

Academy

with trainers

dedicated

to safety training n Regular training

n Investment in workstation

n List of mandatory training n Training all operations managers

courses (required by

regulations or deemed

essential by the Group)

in risk prevention

n Rollout of “safety representatives”

at each logistics site

n Investment in risk prevention tools

(wheel locks, electric trolleys, etc.)

n Introduction of warm-up sessions

n Introduction of monthly tire pressure

checks

ergonomics

n Eco-friendly driving

These risks, the associated mitigation policies and the results of

these policies are described in the social portion of this chapter

(section 2.1.3.).

Actions/measures taken in 2021

In 2021, Fnac Darty launched a comprehensive 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 Fnac Darty Academy. In

addition to regulatory training (gestures and posture, gas and

electricity certiﬁcation), all managers in the Operations Department

(after-sales service, delivery and logistics) have been trained in risk

management.

With regard to the risk inherent in handling lithium batteries, an

action plan focused on the various risk management measures

was rolled out in 2021; this speciﬁcally concerns the storage of

used batteries and raising risk awareness among the teams.

2021 Results

Scope: Group (excluding Nature & Découvertes)

2019

2020

2021

Frequency rate of workplace accidents with stoppage time

27.5

1.5

30.1

1.7

31.5

1.9

Training in risk prevention will also be extended to supervisors in

2022.

Outlook for 2022

In order to anchor risk management knowledge in day-to-day

practices and instill a culture of safety, specialist instructors will be

sent out into the ﬁeld in 2022 to work with teams on developing

concrete processes that “ritualize” risk prevention.

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2.5.6 / BEING A RESPONSIBLE TAXPAYER

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.

2.5.6.1 / Worldwide presence of Group

In 2021, the Group was composed of 53 legal entities, 35 of

which are located in France. Of these French entities, 29 entities

are members of a tax consolidated group within the meaning of

Article 223A of the French CGI (French Tax Code) in 2021. Other

French entities do not meet the legal conditions for being part of

the tax consolidation.

With the exception of the United Kingdom, China and Hong

Kong, the Group’s presence in a country is maintained 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, ﬁnances the retirement fund for employees of the British

company Comet, which was part of the same group, and for which

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.

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.

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);

2.5.6.2 / Key ﬁgures

Distribution consistent with business activity

n some activities require dedicated entities: after-sales service

operations (managed by MSS), home training that requires an

enhancement (A2I) and ticketing activities;

Fnac Darty is committed to paying taxes and contributions in

each country where it operates and does not participate in any

tax avoidance schemes. Through its subsidiaries, Fnac Darty has

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.

n purchases of companies do not necessarily entail a merger as

the banners are different (Nature & Découvertes, WeFix, Fnac,

Darty).

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.

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Corporation tax and corporate

(€ thousand)

value-added tax (CVAE)^(a)

Local taxes^(b)

Other taxes^(c)

Total

France

77,931

Deﬁcit in 2021

2,188

32,145

468

12,376

439

122,452

Spain

907

Portugal

2,256

Belgium

5,030

936

5,966

Luxembourg

Monaco

Deﬁcit in 2021

Germany

Switzerland

United Kingdom

China

Deﬁcit in 2021

Hong Kong

TOTAL

Deﬁcit in 2021

85,271

33,551

12,939

131,761

(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.

(c) In France, this includes: mutual aid social security contribution (contribution sociale de solidarité) and company vehicle tax.

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.

Streamlining of the effective tax rate

The effective tax rate for the Group is 33.9% for the 2021 ﬁnancial

year. The impact of the corporate value-added tax (CVAE) is 5%

(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%.

2.5.6.3 / Tax policy

The tax policy of Fnac Darty aims to:

The total corporate tax expense increased by €14.5 million in

2021, in line with an increase in pre-tax income. This increase in

the tax expense is offset by the reduction in the CVAE, the rate of

which was halved in 2021.

n make the tax costs associated with the operation of the Group’s

brands foreseeable;

n reduce its exposure to tax risks;

n preserve its reputation and image.

An important source of income

for French local authorities

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.

Fnac Darty has a particularly dense geographical coverage in

France. The Group’s stores and e-commerce sites generate a

total of €44 million in local taxes (including CVAE of €11 million).

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.

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 and the corporate value-added tax

(CVAE). These taxes directly benefit French local authorities,

enabling them to ﬁnance their activities.

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Acting ethically throughout our value chain

DAC 6

2.5.6.3.1 / Tax risk management

Governance

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.

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.

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.

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.

IFRIC 23

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.

The Group Tax Department advises and assists the operational

departments and subsidiaries speciﬁcally on the following:

n regulatory tax oversight and help with implementing new

tax rules. For example, in 2021 the Tax Department helped

the Group’s subsidiaries to implement the new rules of the

E-commerce Directive that applied from July 1, 2021;

To this end, the IFRIC 23 interpretation sets out a single uniform

method for recognizing tax risks.

From 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, 2021, uncertain tax positions were

assessed in accordance with these standards and, at the end of

this assessment, no new risks were detected.

n tax audit assistance;

n drafting of tax documentation such as transfer pricing

documentation;

n helping subsidiaries on the tax aspect of operational projects;

n the tax audit of companies within the Group’s scope, and tax

audits on ad hoc matters.

Transfer prices

Acceptable tax risks

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).

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.

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.

Fnac Darty ensures that all its entities comply with the tax

regulations applicable to it. No entity held by the Group is

located in a country listed on the French or European list of non-

cooperative tax jurisdictions.

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Acting ethically throughout our value chain

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.

However, the Group only has a limited number of tax disputes in

progress before the courts.

These limited and technical issues show that the Group has few

disputes with the tax authorities.

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.

From 2022, the Group is committed to a tax partnership with the

Major Corporations Division of the French Directorate-General

of Public Finances, the protocol for which was signed at the

beginning of the year. This provides access to a department

dedicated to addressing any tax issues that may arise, thereby

improving the legal security of the transactions carried out by the

Group.

2.5.6.3.2 / Relations with the tax authorities

Fnac Darty works in a transparent way with the tax authorities in

the various countries in which it operates.

Fnac Darty procedures for the tax authorities

with regard to third parties

Tax controls

The Group also receives numerous right-to-information requests

concerning other taxpayers, particularly as part of 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.

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 maintains an ofﬁcial, open

and constructive relationship with the tax authorities in order to

seek appropriate solutions to limit unnecessary litigation.

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.

Fnac Darty is subject to regular tax audits. In France, several

Group companies are continually under a tax audit. As such, in

2021, four companies in France were in the process of account

veriﬁcation and two tax audits were in progress on Fnac Belgium

and Fnac Switzerland.

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.

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. 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.

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.

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Summary table of non-financial indicators

2.6 / Summary table of non-ﬁnancial indicators

The ﬁgures shown are in current scope and Group scope (unless otherwise speciﬁed).

Risks:

Commitment 1: develop human capital

n Develop skills and employability

n Promote gender equality and quality of life

in the workplace

The development of business lines in a context of digital acceleration

n Guarantee employee health and safety

Indicators

Unit

2019

2020

2021

Section

EMPLOYEES AND ORGANIZATION OF WORK

Workforce as at 12/31

(ﬁxed-term + open-ended contracts, current scope)

Employees

24,046

24,886

25,585

Workforce in France

(ﬁxed-term + open-ended contracts)

Employees

17,676

21,454

88.3%

18,895

22,474

89.2%

19,270

22,927

87.8%

Average workforce

FTE

Percentage of open-ended contracts (Group)

Proportion of temporary workers

(from ﬁxed-term contract + open-ended contract

+ temporary employees)

13.4%

12.8

12.5%

12.3

13.1%

12.7

Average seniority of employees

on open-ended contracts

Years

Average age of employees

on open-ended contracts

Years

40.5

81.9%

22.8%

3,127

3,749

38.9

82.8%

23.8%

2,562

2,976

40.9

83.8%

24.3%

3,570

3,818

Proportion of full-time workers

(from employees on open-ended contracts)

Proportion of managers

(from employees on open-ended contracts)

Number of permanent employees recruited

(excluding acquisitions)

Employees

Number of departures of permanent employees

(excluding disposals)

TRAINING

Proportion of employees receiving training

in classroom over the year compared to total

number of employees

66.0%

82.9%

15.4

37.5%

75.9%

13.7

56.7%

93.7%

15.5

Percentage of total headcount trained via

classroom programs or remotely during the year

§ 2.1.2.1

Average number of training hours per employee

trained via classroom programs

Hours

KPI: Number of training hours (across

all formats) per employee trained

Hours

14.2

9.2

14.9

KPI: share of payroll allocated to training

ABSENTEEISM

2.5%

2.8%

3.2%

Overall absenteeism

5.0%

4.6%

5.9%

5.2%

7.5%

5.3%

Intro 2.1

KPI: absenteeism due to sickness

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Summary table of non-financial indicators

Indicators

Unit

2019

2020

2021

Section

HEALTH AND SAFETY

Number of employees trained in safety

Total number of hours of safety training

Employees

Hours

6,000

4,985

14,474

45,125

31,514

18,618

KPI: frequency rate of accidents with

stoppage time (excluding Nature & Découvertes)

Number

27.5

1.5

30.1

1.7

31.5

1.9

KPI: severity of accidents with stoppage

time (excluding Nature & Découvertes)

section 2.1.3

Frequency rate of workplace and travel-related

accidents with stoppage time

(excluding Nature & Découvertes)

Number

35.5

1.7

36.1

2.0

38.7

2.2

Severity of workplace and travel-related

accidents with stoppage time

(excluding Nature & Découvertes)

GENDER EQUALITY

Gender equality index (consolidated)

Percentage of women in the total workforce

Unit

39.0%

39.6%

39.1%

Percentage of manager-level women

in the workforce

35.7%

13.6%

37.0%

18.2%

37.2%

19.9%

Percentage of female store managers

Percentage of women on the Board of Directors

§ 2.1.1.1

(excluding employee Directors)

50%

KPI: percentage of women in Leadership

Group roles

24.3%

26.6%

KPI: percentage of women on the Executive

Committee

33.3%

33.2%

33.3%

22.9%

38.5%

22.3%

KPI: proportion of women who granted

least one individual raise during the year

% (29.5% for men) (23.5% for men) (25.2% for men)

Number of women newly recruited under

open-ended contracts

1,185

5.2%

1,068

4.9%

1,439

5.0%

Proportion of employees with disabilities

(on open-ended contracts, excluding Belgium

and Switzerland)

Percentage of people with disabilities newly

recruited under open-ended contracts

§ 2.1.1.2

(excluding Belgium and Switzerland)

1.2%

22.6%

10.8%

0.8%

23.2%

11.0%

1.7%

24.4%

11.6%

Proportion of employees on open-ended

contracts who are over 50 years of age

Percentage of employees on open-ended

contracts who are young people

COMMITMENT

NPS employees

(recommendation score out of 10)

Unit

7.5

6.7

§ 2.1.1.3.3

Staff turnover

16.2%

12.5%

16.4%

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Summary table of non-financial indicators

Risks:

Commitment 2: promote sustainable

consumption and an educated choice

n Help customers make an educated choice

n Develop the product range to offer more

sustainable products

Sustainability of the business model and new consumption patterns

n Encourage repairs

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

Unit

2019

2020

2021

Section

SUSTAINABILITY OF PRODUCTS SOLD

Percentage of products with an environmental

certiﬁcation in the offer^(a)

(Nature & Découvertes scope)

11%

12%

section 2.2.2

§ 2.2.1.2

Share of revenue generated by products with

a positive impact^(b)(Nature & Découvertes scope)

76%

105

70%

111

KPI: Sustainability Score^(c)(France scope)

Unit

100

REPAIR

KPI: number of products repaired

Number of products repaired at home

Number of products repaired in the workshop

Number of products repaired in-store

Number (thousand)

1,835

460

1,822

436

2,106

515

429

307

397

section 2.2.2

150

134

191

Number of products repaired by remote

customer service centers

Number (thousand)

Number

616

180

n.a.

755

190

798

205

Number of products repaired by WeFix

Number of Darty Max subscribers

200K

500K

§ 2.2.3.1

§ 2.2.3.3

Number of users in the sav.darty.com

community

Number

4 million

7 million

10 million

PURCHASING OF PACKAGING AND WASTE

KPI: volumes of packaging (cardboard

and plastic) consumed/revenue

Tons/€ million

Tons

0.6

51,489

46,373

0.8

49,943

44,898

0.7

51,766

46,778

§ 2.2.5.2.1

§ 2.2.5.1

KPI: volumes of electrical and electronic

waste collected (Group)

Volumes of electrical and electronic waste

collected in tons (France)

Tons

Volumes of recoverable waste generated and

sent to recycling providers

(France scope, excluding Nature & Découvertes)

Tons

7,607

4,322

Volumes of non-recoverable waste

(France scope, excluding Nature & Découvertes)

§ 2.2.5.2.2

KPI: waste recovery rate (cardboard, paper,

plastic, polystyrene, wood, metal, glass; excluding

waste brought in by customers and excluding

hazardous waste) (France scope, excluding

Nature & Découvertes)

64%

(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.

(c) Average of a reliability score and a reparability score, calculated on the basis of data collected by Fnac Darty’s After-Sales Service Department over

the last two years for each product listed, weighted by the volume of products sold by the Group in the year in question.

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Summary table of non-financial indicators

Indicators

Unit

2019

2020

2021

Section

SOCIAL AND CULTURAL DEVELOPMENT OF TERRITORIES

Number of stores opened

Number

§ 2.3.2.1

§ 2.3.1.1

Number of cultural events

1,300

5,700

DONATIONS AND SOCIALLY INCLUSIVE PROJECTS

Total raised by socially inclusive initiatives across

the Fnac Darty Group

€ thousands

3,856

3,258

598

4,520

3,669

851

10,987

10,178

809

of which ﬁnancial donations and donations

in kind

§ 2.3.3.2

of which donations collected in-store

and on commercial websites

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

Unit

2019

2020

2021

Section

CARBON FOOTPRINT

Total scope 1 emissions

Total scope 2 emissions

Total scope 3 emissions

Products and services purchased

Fixed assets

kt CO₂eq

19.4

8.4

18.6

2.1

20.6

1.7

4,381.1

2,323.0

51.7

not available

2,356.7

42.6

4,274.2

2,354.9

44.6

Fuel- and energy-related emissions

Upstream transportation of goods

Waste generated

16.4

14.4

17.6

38.6

34.8

36.3

124.4

1.1

not available

0.7

117.4

0.7

Business travel

§ 2.4.3.2

Work commutes

33.2

not available

0.6

30.6

Upstream leased assets

Downstream transportation of goods and retail

Use of products sold

0.6

6.1

10.1

9.3

1,166.6

27.8

975.0

998.6

29.3

End of life of products sold

Franchises

26.4

0.4

0.2

0.4

Customer travel

591.1

4,408.9

638.0

634.0

4,296.5

Total carbon footprint

not available

INDICATORS MONITORING TARGETS FOR REDUCING EMISSIONS RELATING TO ENERGY CONSUMPTION

AND TRANSPORTATION

CO₂emissions generated by site transportation

and energy

t CO₂eq

80,291

19,369

8,409

70,951

18,597

2,147

75,488

20,617

1,705

of which Scope 1

of which Scope 2 – market-based

of which Scope 3

§ 2.4.3.2

52,514

50,207

53,166

CO₂emissions from transportation and energy

from sites by revenue

t CO₂eq

10.9

9.5

9.4

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Summary table of non-financial indicators

Indicators

Unit

2019

2020

2021

Section

ENERGY

Energy consumed

MWh

liters

225,896

195,253

26,985

338

206,398

176,553

26,660

534

217,021

180,922

31,591

832

of which electricity

of which gas

of which heating network

of which cooling network

Fuel consumed

3,321

2,952

3,676

57,043

24%

57,973

36%

80,676

45%

Share of renewable energy in electricity purchases

Percentage of renewable energy in electricity

purchased in France

kWh/m²

t CO₂eq

138

14%

125

25%

133

Energy consumption of sites by surface area

Fugitive emissions (leakage of refrigerants)

§ 2.4.4.1

3,232

3,246

3,224

CO₂emissions generated by sites (including

fugitive emissions)/m²(market-based)

kg CO₂eq/m²

t CO₂eq

13.2

8.0

8.8

CO₂emissions generated by sites (including

fugitive emissions) (market-based)

21,703

13,145

14,324

KPI: CO₂emissions generated by energy

consumption of sites (excluding fugitive

emissions)/m²(market-based)

kg CO₂eq/m²

t CO₂eq

11.26

5.9

6.7

CO₂emissions generated by sites (location-based)

32,160

28,813

31,664

CO₂emissions generated by sites/m²

(location-based)

kg CO₂eq/m²

19.6

17.5

19.4

TRANSPORTATION OF GOODS BETWEEN WAREHOUSES AND STORES

Emissions generated by transportation of goods

between warehouses and stores (Group scope)

t CO₂eq

26,621

21,365

23,160

18,201

24,048

18,317

Emissions generated by transportation of goods

between warehouses and stores

(Fnac France and Darty France scope)

KPI: CO₂emissions generated by

transportation of goods to stores/pallet

(Fnac France, Darty France and

§ 2.4.4.4.1

Nature & Découvertes scope)

kg CO₂eq/pallet

kg CO₂eq/km

16.7

0.97

13.9

0.97

KPI: CO₂emissions generated

by transportation of goods to stores/km

(Spain, Portugal, Switzerland, Belgium scope)

0.98

LAST-MILE DELIVERY

Number of deliveries

In thousands

t CO₂eq

2,019

1,749

2,270

1,960

2,218

1,930

Number of deliveries in France

CO₂emissions generated per last-mile delivery

§ 2.4.4.4.3

14,416

14,701

17,126

KPI: CO₂emissions generated by last-mile

delivery/delivery

kg CO₂eq/

delivery

7.1

6.5

7.7

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Summary table of non-financial indicators

Indicators

Unit

2019

2020

2021

Section

AFTER-SALES SERVICE CALLS

Number of service calls

In thousands

752

706

741

680

801

738

Number of service calls in France

CO₂emissions generated by home service calls

(including dispatch of spare parts)

t CO₂eq

4,881

6.48

863

4,716

6.37

744

5,715

7.14

715

CO₂emissions generated by after-sales service

travel/intervention

kg CO₂eq/

service call

section

2.4.4.4.4

and section

2.4.4.4.5

Number of products sent to the after-sales service

workshops

In thousands

t CO₂eq

Number of products sent to the after-sales service

workshops in France

693

611

655

CO₂emissions generated by products for repair

traveling to after-sales service workshops

2,305

2.7

1,851

2.5

1,533

2.1

CO₂emissions per product sent to the after-sales

service workshops

kg CO₂eq/

product

E-COMMERCE

CO₂emissions generated by “e-commerce” ﬂows

t CO₂eq

6,097

0.49

10,083

0.53

9,258

0.53

§ 2.4.4.4.2

§ 2.4.4.5.1

KPI: CO₂emissions generated by dispatch

of packages

PRODUCTS SOLD

Total Product Emissions

of which manufacturing

of which upstream transportation

of which use

kt CO₂eq

3,425.3

2,221.2

9.7

3,368.0

2,356.7

9.8

3,281.4

2,242.8

10.7

kt CO₂eq

1,166.6

27.8

975

999

of which product end of life

Carbon intensity by revenue

kt CO₂eq

26.4

29.3

t CO₂eq/€ million

464

450

409

Risks:

Commitment 5: ensure exemplary business

conduct

Ethics for all based on a model of development through partnership

n Protect the personal data of employees

and customers

n Prevent the risks of corruption

n Implement a vigilance plan

n Ensure ﬁscal responsibility

Indicators

Unit

2019

2020

2021

Section

WARNING MECHANISM

Number of ethical alerts received and handled

by the outsourced warning mechanism

§ 2.5.1.2

Number

SOURCING FROM ASIA

Number of active Fnac Darty plants

Number of plants audited

Number

200

105

192

195

Number of unannounced audits

§ 2.5.5.4

KPI: percentage of factory audits whose score

is deemed to be compliant or average (Fnac Darty)

91.7%

64.3%

91.5%

64.1%

KPI: percentage of Nature & Découvertes suppliers

that have signed the Responsible Purchasing Charter

MARKETPLACE

Number of Marketplace vendors tested as part

of quality monitoring

Number

500

1,054

1,800

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Methodology note

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 in which the Group

operates.

in train stations or airports are excluded. The scope of the

coverage corresponds to 99.51% of the workforce of the ﬁnancial

consolidation.

Consolidated into the Group in 2020, CTS Eventim and 123 Billets

joined the scope. Fnac Tourisme, liquidated in 2021, was taken

out of scope.

As they are independent, the workforce of franchises are also

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.

Methodological speciﬁcations

for environmental data

All published ﬁgures are subject to several consistency checks,

both in-house and external (by an independent third party).

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).

Reporting scope

Unless speciﬁed, the scope covers all subsidiaries of the Group.

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.

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.

As part of its process of continuous improvement, Fnac Darty

improves year on year its provision of comprehensive data on

the inventory of its direct and indirect greenhouse gas (GHG)

emissions. The table below shows the scope of the figures

published in the DPEF.

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

“Not applicable (n.a.)” refers to a transportation ﬂow or fuel that

is not used.

Fnac France

Fnac Belgium

Fnac

Nature &

Découvertes

Source of emissions

Sites’ power Electricity

and Darty France and Vanden Borre Fnac Spain

Portugal Switzerland

Natural gas

n.a.

Heating oil

n.a.

Refrigerant gas

Heating networks

Refrigeration networks

warehouse-stores

n.a.

Logistics

transportation transportation

E-commerce

Last-mile delivery

n.a.

After-sales visits

n.a.

After-sales workshop

ﬂows

n.a.

Business travel

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Methodology note

CO₂emissions were calculated by categorizing GHG emissions into three scopes (1, 2 and 3).

Category

Description

Scope 1

Scope 2

Scope 3

= direct emissions from ﬁxed and mobile sources

= indirect emissions related to consumption of electricity, heat and cooling from a network

= other indirect emissions

The selected unit is the equivalent CO₂.

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 suppliers. Failing that, AIB

emission factors are used.

Scope 1: 100% of emissions reported

Fnac Darty’s direct greenhouse gas emissions come from gas and oil consumption at the Group’s various sites, from the fuel consumption

of the Group’s ﬂeet vehicles, and from refrigerant gas leaks.

Source of emissions

Methodology

Direct emissions

from ﬁxed sources

of combustion

Emissions associated with the gas and oil consumption of the Group’s various sites are calculated on the

basis of speciﬁc data provided by suppliers. For each energy source, Fnac Darty multiplies the energy

consumption by the relevant emission factor (combustion phase – scope 1 – Base Carbone).

Direct emissions

from mobile sources

of combustion

Emissions associated with the fuel consumption of last-mile delivery vehicles, vehicles used by technicians

conducting home service calls, and service and company vehicles, are calculated on the basis of speciﬁc

data provided by suppliers. Fuel consumption is multiplied by the relevant emission factors for each type of

fuel used (combustion phase – scope 1 – Base Carbone database).

Direct fugitive

emissions

Emissions associated with reﬁlling refrigerant gas in relation to gas leaks are calculated on the basis of

speciﬁc data provided by suppliers. The volume in kilograms of refrigerant gas reﬁlled is multiplied by the

relevant emission factors (scope 1 – Base Carbone database).

Scope 2: 100% of emissions reported

Fnac Darty’s indirect greenhouse gas emissions come from electricity consumption and energy supplied by the heating and cooling

networks of the Group’s various sites. The calculations are based on speciﬁc data.

Source of emissions

Methodology

Electricity

Emissions associated with electricity consumption 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.

Emissions related to market-based electricity are calculated on the basis of the emission factors

provided by the Group’s various electricity suppliers. If 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 (combustion phase – scope 2 – Base Carbone

database). If neither the emission factors nor the supplier’s production capacity mix are available, Fnac

Darty calculates market-based emissions using the residual mix (source: AIB), in accordance with the

recommendations of the GHG Protocol.

Heating and cooling

networks

Some of the Group’s sites are connected to municipal heating and cooling networks. The associated

energy consumption is multiplied by the emission factors speciﬁc to these networks (scope 2 – Base

Carbone database).

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Methodology note

The transportation of products from warehouses to stores and

distribution are excluded, as the Group already evaluates and

monitors this as part of its target to reduce GHG emissions.

Scope 3: Other indirect emissions

Details regarding new products sold

The Group has commissioned a consultancy ﬁrm to assess the

carbon footprint of the products sold by the Group in 2020 and

to produce a bespoke Fnac Darty calculation tool specific to

track GHG emissions over time. This assessment uses the Bilan

Carbone methodology; the approach used was the complete

product life cycle approach. The calculations are performed using

a dedicated calculation tool.

Details regarding other items in Scope 3

The Group commissioned a consultancy firm to produce an

inventory of its GHG emissions for 2019, with a view to setting

science-based targets, which will be subject to SBTi approval in

2022. The methodology used to assess the carbon footprint is that

developed by the GHG Protocol.

Some categories have therefore been calculated for the ﬁrst time:

The following scope 3 items were included in the study:

n ﬁxed assets;

n product purchasing – i.e., the manufacture of products;

n franchises;

n upstream transportation of goods – i.e., transportation between

the supplier and Fnac Darty;

n indirect purchasing.

n use of products sold – i.e., the energy consumed by appliances;

Note: certain categories are not applicable or are deemed not to

be signiﬁcant for the Group. This is the case for upstream and

downstream leased assets, investments, process emissions and

product transformation.

n end of life of products sold – the processing of products as

waste;

n customer transport – estimated in addition to the product

footprint.

Source of

emissions

Methodology

Products

and services

purchased

The manufacture of new products sold was measured based on the volume of products sold by the Group

in 2021; assumptions made for each product category and per unit emission factors came from recognized

databases (Ademe, EcoInvent, IEA, etc.). In the absence of speciﬁc emission factors, the calculation is based

on the weight of the product and its main component.

In the absence of sales volumes for 2019 and 2021 for the editorial products of the Fnac Belgium, Fnac Spain,

Fnac Portugal and Fnac Switzerland subsidiaries, an extrapolation was conducted based on the ratio between

the volumes of editorial products in the total volumes sold by Fnac France in 2021.

Emissions associated with the manufacture of products sold by Nature & Découvertes in 2019 and 2021

have been estimated by extrapolation from revenue, based on the full carbon footprint in 2020, the calculation

methodology for which is identical to that of the Group.

Of which

indirect

purchasing

Based on the mapping of indirect purchasing in France, this was measured primarily on the basis of the monetary

ratios method (Base Carbone database) for 2019.

Each item was increased by 10% to cover GHG emissions from indirect purchasing carried out by the Group’s

European subsidiaries.

Emissions by Nature & Découvertes in 2019 and 2021 have been estimated by extrapolation from revenue, based

on the full carbon footprint in 2020, the calculation methodology for which is identical to that of the Group.

Fixed assets

Using actual data for 2020, this item was evaluated based on the emission factors of the Base Carbone database.

In accordance with the methodology of the GHG Protocol, only those ﬁxed assets purchased, acquired or leased

on long-term leases during the reporting year are recognized in the GHG Protocol and are not amortized.

Emissions by Nature & Découvertes in 2019 and 2021 have been estimated by extrapolation from revenue, based

on the full carbon footprint in 2020, the calculation methodology for which is identical to that of the Group.

Fuel- and

The methodology used is the same as for scopes 1 and 2, but the emission factors are speciﬁc to emissions

energy-related generated by other phases of the energy or fuel life cycle (source: Base Carbone database and AIB).

emissions

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Methodology note

Source of

emissions

Methodology

Upstream

transportation

of goods

Depending on the country of origin (based on actual data or assumptions), the distance between the

manufacturing country and France has been estimated for each product category. The associated emissions

are calculated based on the emission factors of the Base Carbone database.

Emissions associated with the upstream transportation of products sold by Nature & Découvertes in 2019 and

2021 have been estimated by extrapolation from revenue, based on the full carbon footprint in 2020,

the calculation methodology for which is identical to that of the Group.

Store transportation: the Group’s various subsidiaries use several methodologies to measure the carbon footprint

of goods transportation, based on the available input data:

n 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 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).

Dispatch of spare parts to service centers for use by after-sales technicians: the volumes of spare parts are

multiplied by the emission factors provided by the transport provider. They vary depending on the size of the part.

Dispatch of broken products to Group repair centers: for France, there is a courier stream (Fnac Darty relies on

either the CO₂footprint of providers, or on the volumes multiplied by a default emission factor) and a stream that

is transported through internal shuttles (sub-contracted). For the internal shuttle stream, 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 database). For the rest of the Group, volumes are

multiplied by a default emissions factor.

Waste

generated

For French sites with a waste monitoring tool, based on volumes entrusted to waste treatment providers,

associated GHG emissions have been calculated based on emission factors from the Base Carbone database.

For sites that do not have this tool (sites located in shopping malls or sites that depend on collections performed

by local authorities), the emissions were estimated by extrapolation (by ratio to revenue).

In other subsidiaries, emissions are estimated based on actual data and emission factors from the Base Carbone

database.

Waste-related emissions from Nature & Découvertes in 2019 have been estimated by extrapolation from revenue,

based on the full carbon footprint in 2020, the calculation methodology for which is identical to that of the Group.

Business travel The Group relies on the reporting conducted by travel agencies.

Employee

commutes

Commuting-related GHG emissions have been calculated based on data from a survey of 2,218 employees,

i.e., nearly 13% of the workforce of Fnac and Darty France. The answers were then extrapolated to all employees

in France. The Group cross-referenced the distance data with the theoretical number of days worked per

employee and the number of days reported as working from home, and then with the modes of transport

indicated by the respondents. The emission factors used come from the Base Carbone database.

Emissions related to travel by employees of European subsidiaries for 2019 and 2021, and by employees

of Nature & Découvertes for 2021, have been estimated by extrapolation (based on the average workforce

and the average theoretical days worked) for 2019 and 2021.

Downstream

transportation

of goods and

retail

Dispatch of packages: in order to reﬁne the calculation of its emissions, Fnac Darty has been using the GHG

balance of its various transport providers to calculate this emissions item since 2020. These footprints are

correlated to the number of packages shipped via these service providers 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 carrier with the most similar logistics and ﬂeet.

Dispatch of large products (mainly large TV sets) by the subsidiaries Fnac Spain, Fnac Portugal and Fnac

Switzerland: the default emissions factor used is for shipping a 20 kg TV set by the service provider used to ship

this type of product in France.

Use of

products sold

Based on actual data regarding products sold, emissions are calculated on the basis of assumptions regarding

the life span and annual consumption of products, and the relevant emission factors from the Base Carbone

database.

Emissions associated with the use of products sold by Nature & Découvertes in 2019 and 2021 have been

estimated by extrapolation from revenue, based on the full carbon footprint in 2020, the calculation methodology

for which is identical to that of the Group.

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Methodology note

Source of

emissions

Methodology

End of life of

products sold

Based on the type of waste associated with each product, emissions are calculated using the relevant emission

factors from the Base Carbone database.

Emissions associated with the end of life of products sold by Nature & Découvertes in 2019 and 2021 have been

estimated by extrapolation from revenue, based on the full carbon footprint in 2020, the calculation methodology

for which is identical to that of the Group.

Franchises

For franchises, only scope 1 and 2 emissions are taken into account: emissions related to electricity production

(exclusion of upstream and line losses) and emissions related to leakage of refrigerants. The data on the electricity

consumption of franchises has been extrapolated from the average consumption of Fnac sites in France for 2019.

The consumption of refrigerants has been extrapolated per square meter from the calculated scope.

Emissions from 2020 and 2021 have been estimated by extrapolation from the number of franchises opened.

Customer

travel

This item has been estimated based on actual data on the number of in-store visitors and on assumptions

regarding means of transport (source: INSEE) and travel distance depending on the location of the store

(5 km to 20 km). French data is deemed to represent the behavior of other countries.

Emissions related to travel by Nature & Découvertes customers in 2019 and 2021 have been estimated by

extrapolation from the number of visitors, based on the full carbon footprint in 2020, the calculation methodology

for which is identical to that of the Group.

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. For this reason, the CO₂data reported

in 2021 and 2020 for 2020 and 2019 may vary compared to

the data reported in the 2019 and 2020 DPEF. Any signiﬁcant

adjustments are shown under the data concerned.

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 2021 cannot always be compared with

2019, as the data is not available.

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).

Methodology concerning our response

to the DPEF

Following the consultations conducted by Fnac Darty for its

materiality analysis, some information required under the DPEF

was deemed to be insigniﬁcant. Therefore, in light of the Group’s

business sector, 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

2.2.4.3.

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.

This document has been audited by an independent third party

(ITP) whose conclusions are presented at the end of the chapter.

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.

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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, 2021

Limitations inherent in the preparation

of the Information

To the General Meeting,

As indicated in the Declaration, the Information may be subject to

In our professional capacity as an independent third party (“ITP”)

uncertainty inherent to the very nature of scientiﬁc or economic

appointed as Statutory Auditor of your company (hereinafter the

knowledge and to the quality of the external data used. Certain

“entity”), accredited by Cofrac under No. 3-1049 ⁽¹⁾, we have

data is sensitive to the methodological choices, assumptions and/

conducted work for the purpose of delivering a justiﬁed opinion

or estimates used in order to produce it and which are presented

in the Declaration.

expressing a conclusion of moderate assurance on the historical

information (recorded or extrapolated) within the Non-ﬁnancial

Performance Declaration, prepared in accordance with the

company procedure (hereinafter the “Guidelines”), for the year

ended December 31, 2021 (hereinafter the “Information” and

The entity’s responsibility

“Declaration”, respectively), presented in the Group’s Management

Report pursuant to the provisions of Articles L. 225-102-1,

It is the role of the Board of Directors:

R. 225-105 and R. 225-105-1 of the French Commercial Code.

n to draft a Declaration in accordance with the legal and

regulatory provisions, including an overview of the business

model, a description of the main non-ﬁnancial risks, an overview

of the policies in place with regard to these risks and the results

Conclusion

of these policies, including key performance indicators and

Based on the procedures we implemented, as described in

also the information required by Article 8 of Regulation (EU)

the “Nature and extent of the work” section, and the evidence

2020/852 (Green Taxonomy);

obtained, we have not identified any material anomalies likely

to call into question the conformity of the Declaration with the

n and to implement the internal controls it believes necessary

applicable regulatory provisions, and ﬁnd that the Information,

for the preparation of Information that is free of material

taken as a whole, is presented accurately and in accordance with

misstatement, whether as a result of fraud or error.

the Guidelines.

The Declaration has been produced by applying the entity’s

Guidelines, as mentioned above.

Preparing the Non-ﬁnancial Performance

Declaration

The responsibility of the independent

The absence of a generally accepted and commonly used

framework agreement or established practices upon which

to evaluate and measure the Information allows for the use of

different but acceptable measurement methods, which could affect

comparability between entities and over time.

third party appointed as Statutory Auditor

Our role, on the basis of our work, is to deliver a justiﬁed opinion

expressing a conclusion of moderate assurance on:

n the conformity of the Declaration with the provisions of Article

Consequently, the Information must be read and understood with

reference to the Guidelines, the key elements of which are included

in the Declaration.

R. 225-105 of the French Commercial Code; and

n the accuracy of the historical information (recorded or

extrapolated) provided pursuant to paragraph 3 of parts I and II

of Article R. 225-105 of the French Commercial Code, namely

the results of policies, including key performance indicators,

and actions relating to the main risks.

(1) Cofrac accreditation inspection, no. 3-1049, available from www.cofrac.fr.

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Independent Third-Party Report by one of the Statutory Auditors on the Consolidated Non-financial Performance Declaration

As it is our responsibility to deliver an independent conclusion

on the Information as prepared by the management, we are not

Nature and extent of the work

authorized to be involved in the preparation of this Information, as

this could compromise our independence.

We planned and performed our work giving due consideration to

the risk of material anomalies in the Information.

It is not our role to express an opinion on:

We believe that the procedures we conducted in applying our

professional judgment enable us to arrive at a conclusion of

moderate assurance:

n the entity’s compliance with other applicable legal and

regulatory provisions (in particular with regard to the information

required by Article 8 of Regulation (EU) 2020/852 (Green

Taxonomy), the vigilance plan, and measures to combat

corruption and tax evasion);

n we have been informed about the activities of the entity and the

main risks to which it is exposed;

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;

n the accuracy of the information required by Article 8 of

Regulation (EU) 2020/852 (Green Taxonomy);

n the conformity of products and services with applicable

regulations.

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, respect for human rights,

and combating corruption and tax evasion;

Applicable regulatory provisions

and professional standards

n we have veriﬁed that the Declaration presents 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;

Our work outlined below was carried out in accordance with the

provisions of Articles A. 225-1 et seq. of the French Commercial

Code and in accordance with the professional standards of

the French national auditing body (Compagnie Nationale des

Commissaires aux Comptes) relative to this assignment, providing

the basis for the verification program, as well as international

standard ISAE 3000⁽¹⁾.

n we have veriﬁed that the Declaration includes the business

model and the description of the main risks linked to the

activity of the entity, 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;

Independence and quality control

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 of the

Compagnie Nationale des Commissaires aux Comptes relative to

this assignment.

n we have consulted the documentary sources and conducted

interviews to:

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

Corroborate the qualitative information (actions and results)

that we considered the most important presented in the

Appendix. For certain risks⁽²⁾, our work has been carried out

at the level of the consolidating entity; for other risks, work

has been carried out at the level of the consolidating entity

and in a selection of entities⁽³⁾;

Means and resources

Our work used the skills of six people and took place between

December 2021 and March 2022 over a total period of around

four weeks.

To aid us in the execution of our tasks, we called upon our

sustainable development and Corporate Social Responsibility

specialists. We conducted dozens of interviews with the persons

responsible for the preparation of the Declaration.

(1) ISAE 3000 (Revised) – Assurance engagements other than audits or reviews of historical ﬁnancial information.

(2) Ethics for all based on a model of development through partnership.

(3) Fnac Darty France and Fnac Belgium & Vanden Borre.

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Independent Third-Party Report by one of the Statutory Auditors on the Consolidated Non-financial Performance Declaration

n we have veriﬁed that the Declaration covers the scope of the

detailed tests, based on surveys or other selection methods,

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 82% and 100%

of data chosen for these tests; and

entity;

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;

n we have assessed the overall consistency of the Declaration in

n for the key performance indicators and other quantitative results

we deemed most important presented in the Appendix, we

implemented:

relation to our knowledge of the entity.

The procedures implemented as part of a moderate assurance

assignment are less extensive than those required for a

reasonable assurance assignment carried out in accordance

with the professional standards of the Compagnie Nationale des

Commissaires aux Comptes; a higher level of assurance would

require more veriﬁcations.

analytical procedures to verify the correct consolidation of

data collected, as well as the consistency of developments,

and

Paris-La Défense, France, March 16, 2022

KPMG S.A.

Anne Garans

Partner

Éric Ropert

Partner

Sustainability Services

(1) Fnac Darty France and Fnac Belgium & Vanden Borre.

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APPENDIX

Qualitative information (actions and results) considered to be the most important

Collective agreements signed

Measures to promote well-being at work

Commitments and actions to reduce the environmental impact of activities

Actions to promote the circular economy and product sustainability

Actions to promote the social economy

Procedures implemented in the ﬁeld of good business conduct and to combat corruption

Key performance indicators and other quantitative results considered the most important

Absenteeism due to sickness

Proportion of women in Group Leadership roles

Proportion of women granted at least one individual raise during the year

Share of payroll allocated to training

Number of training hours per employee trained

Severity of workplace accidents

Frequency rate of workplace accidents with stoppage time

Sustainability score

Number of products repaired

Volumes of WEEE collected in tons

Waste recycling rate

CO₂emissions generated by site energy consumption/sq. m

CO₂emissions generated by transportation of goods to stores/km traveled

CO₂emissions generated by transportation of goods to stores/palette

CO₂emissions generated per last-mile delivery/delivery

CO₂emissions generated by “e-commerce” ﬂows/package

Percentage of factory audits whose score is deemed to be compliant or average (Fnac Darty)

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Corporate Governance

3.1

Organization of governance

168

3.3

Compensation and beneﬁts

for administrative

and executive bodies

3.1.1 / Composition of the Board of Directors

and its committees

210

168

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

3.1.2 / Composition of the Board of Directors:

proposals submitted to the General Meeting

of May 18, 2022

173

3.1.3 / Ofﬁces and positions held by the Directors

and the Chief Executive Ofﬁcer

210

174

188

189

190

191

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 217

3.1.5 / Succession plan

3.1.6 / Mode of exercising general 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

237

3.4.1 / Proﬁt-sharing agreements and incentive plans

3.1.9 / Gender diversity policy of management bodies

3.4.2 / Long-term incentives

238

3.1.10 / Ethical standards for Directors

and other information

192

3.5

Factors that could have

an impact during a public

offering period

3.2

Operation of administrative

and management bodies

239

193

3.2.1 / Committees of the Board of Directors

193

3.6

3.7

Other information

3.2.2 / Conditions for the preparation and organization

of the work of the Board of Directors

200

209

Special Auditors’ Report

on Related-Party Agreements

3.2.3 / Statement on corporate governance

3.2.4 / Share transactions by Directors

240

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CORPORATE GOVERNANCE

Organization of governance

Pursuant to Articles L. 225-37 et seq. of the French Commercial

Code, we are presenting you with the following Report on

Corporate 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, 2022 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 control of commercial or ﬁnancial companies,

and digital operations.

counted when calculating gender balance, in accordance with the

legal provisions (situation in force on December 31, 2021).

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 of two or three

years in order to implement or maintain the staggering of Board

members’ terms of ofﬁce.

As at December 31, 2021, 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, 2021 is set out in section 3.1.3 (including the

number of Fnac Darty shares held by each 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, 2021.

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CORPORATE GOVERNANCE

Organization of governance

Name

Nationality

Number of shares

held

Number of ofﬁces

held in other listed

companies

Expiration Years

Start of of current on the

1^stterm term

Board Board committees

Main position

held

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

2013

2023

Appointments and

Compensation Committee

Chairman

Strategy Committee

Member

Independent

Director

of the law ﬁrm

BDGS Associés

Daniela Weber-Rey

German

250

Independent

Director

Attorney

2017^(b)

2022

2025

2024

Corporate, Environmental

and Social Responsibility

Committee^(c)

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^(e)

French

258

Independent

Director

Independent

Consultant

2017^(b)

Corporate, Environmental

and Social Responsibility

Committee

Member

Nonce Paolini

Independent

Director

Corporate

Director

2013

2025

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

2025

2022

2023

Audit Committee^(d)

Member

Jean-Marc

Janaillac

French

250

Independent

Director

Chairman of

Hermina SAS

Corporate, Environmental

and Social Responsibility

Committee

Member

Javier Santiso

French

and Spanish

250

Independent

Director

Chairman and

Chief Executive

Ofﬁcer of Mundi

Ventures

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CORPORATE GOVERNANCE

Organization of governance

Name

Nationality

Number of shares

held

Number of ofﬁces

held in other listed

companies

Expiration Years

Start of of current on the

1^stterm term

Board Board committees

Main position

held

Gender Age^(a)Ofﬁce

Enrique Martinez

Chief

Executive

Ofﬁcer

Chief

Executive

Ofﬁcer

2019

2023

2024

Strategy Committee

Member

Spanish

85,189

Director

Fnac Darty

Franck Maurin

Director

representing

employees

Product

manager

2019

Appointments and

Compensation Committee

Member

French

724

Julien Ducreux

Director

representing

employees

Head of Digital 2020

Customer

French

557

Experience^(f)

(a) As of December 31, 2021.

(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.

(c) Member of the Corporate, Environmental and Social Responsibility Committee since February 23, 2021. Prior to this date, Daniela Weber-Rey

was a member of the Audit Committee.

(d) Member of the Audit Committee since February 23, 2021. Prior to this date, Caroline Grégoire Sainte Marie was a member of the Corporate,

Environmental and Social Responsibility Committee.

(e) Delphine Mousseau resigned as Director on January 26, 2022.

(f) Julien Ducreuxhas been Fnac Web Director since February 1, 2022.

territory. When two Directors are to be appointed, the appointment

is made by each of the two trade unions that obtained the highest

Directors representing employees

number of votes in the ﬁrst round of these elections.

At the General Meeting of May 28, 2020, shareholders voted in

favor of amending Article 12 of the bylaws of Fnac Darty in order

to change the threshold requiring the appointment of a second

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

May 22, 2019 known as the “Loi Pacte”. At the General Meeting

of May 23, 2019, the shareholders had already voted in favor of

amending Article 12 of the bylaws of Fnac Darty in order to allow

for, under the conditions prescribed by law, the appointment of

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”.

The term of ofﬁce of the Director representing the employees shall

be four years.

If the position of a Director representing the employees becomes

vacant for any reason, the vacant position shall be ﬁlled subject

to the conditions set out in Article L. 225-34 of the French

Commercial Code.

If the Company is no longer obliged to appoint a Director

representing employees, the term (s) of ofﬁce of the employee

representative (s) on the Board shall end six months after the

meeting at which the Board notes that the obligation has ceased

to apply.

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, 2020.

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

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CORPORATE GOVERNANCE

Organization of governance

Compliance with obligations and recommendations regarding the composition of the Board of Directors

and executive corporate ofﬁcers

▼

Legal and regulatory provisions, bylaws

and recommendations of the AFEP-MEDEF Code

Situation at Fnac Darty

as of December 31, 2021

Subject

Gender

balance

Article L. 22-10-3 of the French Commercial Code:

“The provisions of Article L. 225-18-1 relating to the minimum

proportion of directors of each sex are applicable without any

threshold requirement to companies whose shares are admitted

to trading on a regulated market.”

Women make up 50% and men 50%

of the members of the Board of Directors^(a).

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^(a).

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.

Average age of Directors: 57.4 years.

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 59 years old.

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 50 years old.

(a) The Directors representing the employees are not taken into account in this calculation, in accordance with the legal provisions. Following

the resignation of Delphine Mousseau from her term of ofﬁce as Director on January 26, 2022, the proportion of women on the Board of Directors

is 45% and the proportion of independent members is 91%.

In addition to seeking a balanced representation of women and

men and a high proportion of Independent Directors, the Board has

focused on maintaining the number of Directors with international

experience and Corporate Social Responsibility expertise.

Diversity policy applied to the Board

of Directors

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 annual assessment of the

Board and the Committees.

In 2021, the reappointments of Caroline Grégoire Sainte Marie,

Sandra Lagumina, and Nonce Paolini fulﬁlled these objectives.

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CORPORATE GOVERNANCE

Organization of governance

Changes in the membership of the Board of Directors and Committees in 2021 and early 2022

▼

Nature of change

Date of decision

Board of Directors

Caroline Grégoire Sainte Marie

Sandra Lagumina

Renewal of the Director’s term of ofﬁce AGM of May 27, 2021

Nonce Paolini

Delphine Mousseau

Resignation of the Director’s term of ofﬁce

Board meeting of

January 26, 2022

Appointments and

Compensation Committee

Franck Maurin

Appointment as Director representing

employees on the Appointments

and Compensation Committee

Board meeting of

October 20, 2021

Audit Committee

Caroline Grégoire Sainte Marie

Daniela Weber-Rey

Appointment as member to replace

Daniela Weber-Rey

Board meeting of

February 23, 2021

Corporate, Environmental

and Social Responsibility

Committee

Appointment as member to replace

Caroline Grégoire Sainte Marie

Board meeting of

February 23, 2021

The reappointments helped to maintain the representation of skills and diversity on the Board of Directors and its committees.

Diversity of expertise within the Board of Directors as of December 31, 2021

▼

Management/

Name

Retail International Finance

Governance

Strategy

CSR

Digital

Jacques Veyrat

Antoine Gosset-Grainville

Daniela Weber-Rey

Sandra Lagumina

Carole Ferrand

Delphine Mousseau

Nonce Paolini

Brigitte Taittinger-Jouyet

Caroline Grégoire Sainte Marie

Jean-Marc Janaillac

Javier Santiso

Enrique Martinez

Franck Maurin

Julien Ducreux

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CORPORATE GOVERNANCE

Organization of governance

3.1.2 / COMPOSITION OF THE BOARD OF DIRECTORS: PROPOSALS

SUBMITTED TO THE GENERAL MEETING OF MAY 18, 2022

The composition of the Board of Directors is updated on an ongoing

basis on the Company’s website (http://www.fnacdarty.com/

group/governance/).

n noted that the terms of ofﬁce of three Directors (out of a total

of 11, 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 2022 and called 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.

On the recommendation of the Appointments and Compensation

Committee:

n the Board of Directors proposes that the shareholders approve

the renewal of Jacques Veyrat’s term of ofﬁce as a Director,

which is set to expire, for three 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, 2013 and last updated

at its meeting of October 20, 2021, 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 of two or three years.

n the Board of Directors proposes that the shareholders approve

the renewal of Daniela Weber-Rey’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 2026 to approve the ﬁnancial statements

for the previous year;

At its meeting of February 23, 2022, the Board of Directors:

n the Board of Directors proposes that the shareholders approve

the renewal of Jean-Marc Janaillac’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 2026 to approve the ﬁnancial statements

for the previous year.

n first obtained an opinion from the Appointments and

Compensation Committee in preparation for the General

Meeting of Shareholders;

n noted the work to evaluate the functioning of the Board and

the specialized committees, and the recommendations made

by the Directors with regard to the skills the Board wishes to

see among its members;

These reappointments would maintain the level of both

international experience and Corporate Social Responsibility

expertise.

n reviewed the terms of ofﬁce of Directors set to expire at the 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

If these proposals for renewals are approved by the General

Meeting, the independence rate of the Board of Directors will be

91% and the share of women will be 45%.

Subject to the renewal of their terms of ofﬁce, Daniela Weber-Rey

and Jean-Marc Janaillac will be reappointed as members of the

Corporate, Environmental and Social Responsibility Committee.

The composition of the Board Committees would otherwise remain

unchanged.

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CORPORATE GOVERNANCE

Organization of governance

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 2021 and for the last ﬁve years. To the Company’s knowledge, the

Directors comply with the rules governing the accumulation of directorships.

Jacques Veyrat

59 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, 2021

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 General Secretary 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

Non-voting Director, Louis Dreyfus Armateurs

Director of GBL (Groupe Bruxelles Lambert)

Non-voting Director, Neoen^(a)

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

Director of Nexity^(a)

(a) Listed French companies.

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CORPORATE GOVERNANCE

Organization of governance

Antoine Gosset-Grainville

55 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, 2021

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 the Economic 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 ﬁnancial matters. 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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Organization of governance

Daniela Weber-Rey

64 years – German nationality

Independent Director

Member of the Corporate, Environmental and Social Responsibility 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, 2021

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 and an Ofﬁcer of the

Order of the Arts and Letters in 2021 for her commitment to cultural

collaboration between Germany and France.

Abroad:

Director and member of the Risk Committee and Audit

Committee of HSBC Trinkaus & Burkhardt AG (Düsseldorf)

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)

Board Member of the European Corporate Governance Institute

(Brussels)

(a) Listed French companies.

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Organization of governance

Sandra Lagumina

54 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 2025 to approve the ﬁnancial statements for the previous year

Number of shares held: 250

Positions and ofﬁces held outside the Group

at December 31, 2021

A graduate of the École nationale d’administration (ENA) and

the Institut d’études politiques de Paris (Sciences Po), Sandra

Lagumina 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, Sandra Lagumina

was named Deputy Chief Executive Ofﬁcer of Engie and, in 2017,

became Deputy CEO at Meridiam. She has been a member of the

Board of the French Competition Authority for seven years.

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

Elected to the Fondation pour la Comédie-Française’s Academy

of Qualiﬁed Professionals

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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CORPORATE GOVERNANCE

Organization of governance

Carole Ferrand

51 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, 2021

A graduate of the École des hautes études commerciales (1992),

Carole Ferrand started her career at PricewaterhouseCoopers,

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

Director of Altran Innovacion SIU, 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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CORPORATE GOVERNANCE

Organization of governance

Delphine Mousseau

50 years – French nationality

Independent Director until January 26, 2022

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^(a)

Number of shares held: 258

Positions and ofﬁces held outside the Group

at December 31, 2021

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 group Primondo.

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 Camaieu (Modacin)

(a) Delphine Mousseau resigned as Director on January 26, 2022.

2021 UNIVERSAL REGISTRATION DOCUMENT

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CORPORATE GOVERNANCE

Organization of governance

Nonce Paolini

72 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 2025 to approve the ﬁnancial statements for the previous year

Number of shares held: 250

Positions and ofﬁces held as of December 31, 2021

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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CORPORATE GOVERNANCE

Organization of governance

Brigitte Taittinger-Jouyet

62 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, 2021

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)

Director of Baron Philippe de Rothschild (wine production)

Chair of ARSEP, the French Foundation for Research

into Multiple Sclerosis

Ofﬁces and positions held over the past ﬁve years

that are no longer held

None.

(a) Listed French companies.

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CORPORATE GOVERNANCE

Organization of governance

Caroline Grégoire Sainte Marie

Independent Director

64 years – French nationality

Member of the Audit Committee

36, avenue Duquesne

75007 Paris, France

Date of ﬁrst appointment: May 18, 2018

Term expiration date: Ordinary General Meeting called in 2025 to approve the ﬁnancial statements for the previous year

Number of shares held: 500

Positions and ofﬁces held outside the Group

at December 31, 2021

A graduate of the Institut d’études politiques de Paris, Caroline

Grégoire Sainte Marie also holds a degree in Commercial Law from

Paris I University. 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 is a 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 (Norway)/Bluestar (China) until April 2021

Director and Chair of the Compensation Committee

and Member of the Audit Committee of Bluestar Adisseo

Corporation (Shanghai) since October 28, 2021

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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CORPORATE GOVERNANCE

Organization of governance

Jean-Marc Janaillac

68 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, 2021

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)

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

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.

Member of the Supervisory Commission of the Caisse

des Dépôts

Director of Getlink^(a)

Member of the Supervisory Board of Navya^(a)

Director of the Association Article 1

Senior Advisor at Antin Infrastructures

Ofﬁces and positions held over the past ﬁve years

that are no longer held

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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CORPORATE GOVERNANCE

Organization of governance

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, 2021

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.

In France:

Member of the Board of Directors of Le Monde

Abroad:

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 Economic Forum

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, and in 2022, he became a member of

the Board of Directors of the newspaper Le Monde in Paris.

Chairman and Chief Executive Ofﬁcer of Mundi Ventures, Spain

Member of the Board of Directors of Prisa, Spain

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 of Khazanah, Malaysia

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CORPORATE GOVERNANCE

Organization of governance

Enrique Martinez

Chief Executive Ofﬁcer

Director

50 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, 2021

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 generation of the ﬁrst synergies between

the two brands. He has served as Chief Executive 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, 2021

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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CORPORATE GOVERNANCE

Organization of governance

Franck Maurin

66 years – French nationality

Director representing employees

Member of the Appointments and Compensation Committee

9, rue des Bateaux-Lavoirs

94200 Ivry-sur-Seine, France

Date of ﬁrst appointment: October 08, 2019

Term expiration date: October 08, 2023

Number of shares held: 724^(a)

Positions and ofﬁces held as of December 31, 2021

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. Since

2021, Franck Maurin has been responsible for the management

of spare parts, working in partnership with a leading company in

the spare parts purchasing and inventory sector in order to make

appliances manufactured by Fnac Darty brands and imported from

China both repairable and sustainable.

Not applicable.

Ofﬁces and positions held over the past ﬁve years

that are no longer held

Not applicable.

(a) No minimum shareholding requirement due to his capacity as employee representative.

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CORPORATE GOVERNANCE

Organization of governance

Julien Ducreux

37 years – French nationality

Director representing employees

9, rue des Bateaux-Lavoirs

94200 Ivry-sur-Seine, France

Date of ﬁrst appointment: October 14, 2020

Term expiration date: October 14, 2024

Number of shares held: 557^(a)

Positions and ofﬁces held as of December 31, 2021

Julien Ducreux holds a Master’s degree in Management of

Innovation in Communication. He started his career within the

SNCF group where he successively held the positions of Project

Manager, Digital Brand Manager and then Digital Customer

Experience Manager for the SNCF stations. During his career within

the SNCF group, he participated in the group’s digitalization and

transformation projects. He joined Fnac Darty in 2018 as Head of

Digital Customer Experience and Customer Insight. Julien is also

in charge of the Group’s mobile applications and the international

coordination of digital projects. On February 1, 2022, he was

appointed “FNAC Web Director”, while retaining responsibility for

the Group’s digital customer experience.

Not applicable.

Ofﬁces and positions held over the past ﬁve years

that are no longer held

Not applicable.

(a) No minimum shareholding requirement due to his capacity as employee representative.

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CORPORATE GOVERNANCE

Organization of governance

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 consultant that is material

to the Company or its Group, or for which the Company or its Group represents a signiﬁcant share

of its business.

The evaluation of the signiﬁcance or otherwise of the relationship with the company or its group

must be debated by the Board, and the quantitative and qualitative criteria that led to this

evaluation (continuity, economic dependence, exclusivity, etc.) must be explicitly stated

in the Report on Corporate Governance.

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 shareholder

n Directors representing major shareholders of the company or its parent company may be

considered independent, provided these shareholders do not take part in the control

of the corporation. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board,

upon a report from the Nominations Committee, should systematically review the qualiﬁcation

of a director as independent in the light of the make-up of the corporation’s capital and the

existence of a potential conﬂict of interest.

Declarations regarding conﬂicts of interest, regulated agreements and convictions are included in section 3.1.10, “Ethical standards for

Directors and other information”.

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CORPORATE GOVERNANCE

Organization of governance

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^(a)

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

(a) Delphine Mousseau resigned as Director on January 26, 2022.

As such, as of December 31, 2021, 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 Compensation Committee periodically

reviews the succession plan for Executive Directors, members of

the Executive Committee, and key managers.

The Appointments and Compensation Committee met on

November 16, 2021 in the presence of the Company’s Chairman

and Chief Executive Ofﬁcer to review the succession plans for

Executive Directors, members of the Executive Committee,

and key managers. In particular, the Committee reviewed the

succession process, the procedure for selecting Board members

and the diversity policy. It worked on renewing the terms of ofﬁces

of Directors expiring in 2022.

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.).

As regards the members of the Executive Committee and key

managers, the work carried out relied in particular on the results

of the development reviews carried out during the year by the

Company’s managers in line with the processes drawn up by the

Group’s senior management and Human Resources department.

These plans are developed jointly with senior management. The

Committee may also be assisted by an independent ﬁrm.

The Committee reported on its work to the Board of Directors at

its meeting of January 26, 2022.

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CORPORATE GOVERNANCE

Organization of governance

3.1.6 / MODE OF EXERCISING GENERAL MANAGEMENT

Under the terms of Article 16 of the Company’s bylaws, and in

line with the opinion of the Appointments and Compensation

Committee, 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 Board of Directors considers the full

participation of the Chief Executive Ofﬁcer in his capacity as a

Director to be an essential part of the discussions of the Board

of Directors.

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 the Board 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 to consolidate

its market position and operational performance.

The Chairman of the Board chairs the meetings of the Board of

Directors, and organizes and directs its 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.

During 2021, he actively participated in monitoring the roll-out of

the strategic plan Everyday, particularly by holding regular meetings

with senior management. 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 Vincent Gufﬂet, Director of Services and Operations;

n Samuel Loiseau, Customer, Marketing and Business

Development Director;

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 took effect on March 30, 2021. As of

March 1, 2022, the Group’s Executive Committee consists of the

following:

n Jean-Brieuc Le Tinier, Group Chief Financial Ofﬁcer;

n Charles-Henri de Maleissye, Chief Executive Officer, Fnac

Vanden Borre in Belgium;

n Julien Peyraﬁtte, Commercial Director France;

n Enrique Martinez, Chief Executive Ofﬁcer;

n Cécile Trunet-Favre, Communications and Public Affairs

Director;

n Annabel Chaussat, Chief Executive Ofﬁcer, Fnac Spain;

n Olivier Theulle, Director of E-commerce and Digital.

n Anne-Laure Feldkircher, Executive Director of Group

Transformation and Strategy;

The Group Executive Committee meets weekly to discuss the

Group’s operational and ﬁnancial performance, strategic plans

and the management of the Company.

n Tiffany Foucault, Director of Human Resources;

n François Gazuit, Operations Director;

n Frédérique Giavarini, General Secretary in charge of Corporate

Social Responsibility and Governance of the Group and Chief

Executive Ofﬁcer of Nature & Découvertes;

3.1.9 / GENDER DIVERSITY POLICY OF MANAGEMENT BODIES

Gender balance, development and diversity were identiﬁed as

priority issues for the Group. With 39.1% of women in the total

workforce, but only 26.6% 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.

At the end of 2021, the percentage of women in the Leadership

Group was 26.60% compared to 24.34% at the end of 2020, i.e. a

result in line with our objectives.

In order to achieve these objectives, four major action plans were

set out in a Group agreement signed in March 2021:

1. recruitment: to ensure non-discriminatory recruitment

procedures;

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:

2. training: to facilitate access to training for women;

3. promotion: to ensure that HR and career management

n for the Executive Committee, in line with rules applicable to the

Board of Directors, to achieve and maintain a percentage of at

least 40% of the under-represented gender by 2025 – currently

the percentage of women is 38% compared to 33% at the end

of December 2020;

procedures are neutral and objective;

4. compensation: to ensure Group-wide pay equity. These

elements are further detailed in section 2.1.1 of this document,

entitled “Develop gender equality, quality of life at work and

commitment”.

n for the Leadership Group, to achieve female representation of

35% by 2025, i.e. more than 10 points higher than in 2019

and 2020, 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 this regard, Senior Management informs the Board of Directors

annually of the results obtained.

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Organization of governance

3.1.10 / ETHICAL STANDARDS FOR DIRECTORS AND OTHER INFORMATION

n To the Company’s knowledge, as of December 31, 2021,

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

securities they hold, with the exception of the rules governing

the prevention of insider trading and the rules governing the

obligation of executive corporate ofﬁcers to hold in registered

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 the date of this Universal

Registration Document, there were no family ties between the

members of the Board of Directors and the Company’s senior

management.

n To the Company’s knowledge, as of December 31, 2021, 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 20, 2021 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, 2021, 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, 2021, 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 bodies or as a member of senior

management.

n To the Company’s knowledge, as of December 31, 2021, 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 (5) 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 recommendations 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 2021 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, December 15, 2017, and February 23, 2021. The Audit

Committee is composed of three members: its Chair – Carole

Ferrand (Independent Director), Caroline Grégoire Sainte Marie

(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 reclassiﬁed as regulated

agreements. Individuals that have a direct or indirect interest 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 conclusions

of 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

Statutory Auditors 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 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, 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 revenue 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

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 four members, one of whom is a member representing the

Company’s employees, and three further members, none of whom

is an executive ofﬁcer in the Company and the majority of whom

are independent in terms of the independence criteria adopted

by the Company, it being speciﬁed that the member representing

employees is not included in this calculation.

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.

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.

The Chairman of the Appointments and Compensation

Committee is appointed by the Board of Directors from among

the Independent Directors.

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Operation of administrative and management bodies

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 2021, in

accordance with the recommendation of Article 18.1 of the AFEP-

MEDEF Code, which recommends that one of the members of the

Committee should be an employee Director. In a decision dated

October 20, 2021, the Board of Directors appointed Franck Maurin

as the Director representing employees on the Appointments and

Compensation Committee.

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 Appointments and Compensation Committee is composed of

four members: its Chair – Antoine Gosset-Grainville (Independent

Director), Brigitte Taittinger-Jouyet (Independent Director), Nonce

Paolini (Independent Director), and Franck Maurin (Director

representing employees).

Process for selecting Directors: 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 the Board, 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 case of appointing a new Director, whether or

not to propose the appointment of said candidate (s) to the

General Meeting.

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.

Accordingly, it performs the following duties:

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.

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.

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;

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.

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;

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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 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 to some

of its members; and

n reviewing and advising the Board of Directors regarding any

negative vote on the compensation policy for corporate ofﬁcers

(ex-ante Say on Pay) or on the information regarding the

compensation policy for corporate ofﬁcers (ex-post total voting) –

When the Ordinary General Meeting issues a negative vote on

the compensation policy for corporate ofﬁcers (ex-ante Say on

Pay) or on the information regarding the compensation policy

for all corporate ofﬁcers (ex-post total voting), the Committee

proposes to the Board a revised compensation policy, which

takes into account shareholder voting and, if applicable, any

opinions expressed at the General Meeting, for the Board to

discuss the matter at a later meeting and submit this revised

compensation policy for the approval of the next General

Meeting.

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;

Practices

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.

Executive corporate ofﬁcers may get involved with the work of the

Appointments and Compensation Committee from time to time,

particularly when reviewing succession plans for corporate ofﬁcers,

members of the Executive Committee, or managers.

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.

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;

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Accordingly, the Corporate, Environmental and Social

Responsibility Committee’s internal regulations deﬁne its main

duties as follows:

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 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. The Committee 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, partners, and subcontractors of the

Group.

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.

Once a year, the Committee also examines a summary of

ratings awarded to the Company and its subsidiaries by the

non-ﬁnancial rating agencies.

The composition of this committee was modiﬁed by the Company’s

Board of Directors at its meeting on February 23, 2021. The

Corporate, Environmental and Social Responsibility Committee is

composed of four members: its Chair – Brigitte Taittinger-Jouyet

(Independent Director), Jean-Marc Janaillac (Independent Director),

and Daniela Weber-Rey (Independent Director). It should be noted

that Delphine Mousseau (Independent Director) was a member of

this committee until she resigned on January 26, 2022.

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;

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 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 reviews the

reporting, assessment and control systems annually, to enable

the Group to produce reliable information for these areas;

It covers such topics as social dialogue, equal treatment, gender

balance, employment of young people and older workers, diversity,

environmental impact management, cultural initiatives, and social

inclusion.

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 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;

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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;

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.

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.

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.);

The Executive Corporate Ofﬁcer (if not a Director) and the Group’s

Chief Financial Officer attend the meetings of the Strategy

Committee.

The Committee is chaired by the Chairman of the Board of

Directors, unless this role is combined with that of CEO.

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

The Chairman of the Committee may invite certain Directors who

are not members of the Committee to attend the meetings.

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),

Brigitte Taittinger-Jouyet (Chair of the Corporate, Environmental

and Social Responsibility Committee and Independent Director)

and Enrique Martinez (CEO and Director).

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 examines and makes proposals to

the Board speciﬁcally on issues relating to the prevention and

detection of corruption and inﬂuence peddling.

Duties

The Strategy Committee has two main tasks:

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;

Practices

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.

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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.

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.

Practices

In this context, the Strategy Committee carries out the following

main tasks:

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.

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

M&A or any person designated by them; and

3.2.2 / CONDITIONS FOR THE PREPARATION AND ORGANIZATION

OF THE WORK OF THE BOARD OF DIRECTORS

The internal regulations deﬁne the frequency and conditions for

3.2.2.1 / Internal regulations of the Board,

Market Ethics Charter and the

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.

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 Governance pages of

the Group’s website (https://www.fnacdarty.com/en/group/

governance/).

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.

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.

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 the General Meetings

and within the limits of the corporate purpose, it handles all issues

affecting the Company’s operations and regulates the Company’s

affairs by its deliberations.

A Market Ethics Charter, updated at the meeting of October 17,

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.

The Board carries out the audits and verifications it deems

necessary.

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.

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.

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Operation of administrative and management bodies

In this context and at its meeting of July 29, 2021, the Board

of Directors decided to submit for prior authorizations any

transactions which exceed the following thresholds:

3.2.2.2 / Limitations imposed by the

Board of Directors on the powers

of the Chief Executive Ofﬁcer

n any surety, endorsement, or guarantee issued in excess of an

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.

annual overall limit of €50 million;

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

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.

n any borrowing (or series of borrowings) or lending of money

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, 2023.

At the same meeting, the Board of Directors granted the Chief

Executive Ofﬁcer the authority to:

In its decision of July 17, 2017, the Board of Directors maintained

the limitations of powers that had been set out in Article 3.3 of the

version of the internal regulations of the Board of Directors dated

January 26, 2017, which are as follows:

n guarantee the commitments made by Fnac Darty’s subsidiaries

(“controlled companies within the meaning of section II of Article

L. 233-16” of the French Commercial Code), up to an annual

overall limit of €50 million, provided that the Chief Executive

Ofﬁcer reports this to the Board at least once a year; and

“The Chief Executive Ofﬁcer must obtain the Board’s prior consent

for any of the following transactions:

n provide sureties, endorsements, or guarantees to the tax

and customs authorities on behalf of the Company, with no

maximum amount.

a) issues and transactions that materially affect the Group’s

strategy, ﬁnancial structure or scope of business;

This authorization was granted for a period expiring at the Board

meeting held in 2022 to approve the annual ﬁnancial statements.

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:

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 to these

matters.

(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,

(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

3.2.2.3 / Work of the Board

and its specialized committees

(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.

Assessment of the Board of Directors

and the specialized committees

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.

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.”

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Operation of administrative and management bodies

At its meeting of February 23, 2022, 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 questionnaires sent were

drafted in advance and contained the latest amendments in this

area, as recommended by the AFEP-MEDEF in 2021. 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.

Board of Directors

Work of the Board of Directors in 2021

The Board met seven times in 2021, 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).

At its meeting of January 19, 2021,

the Board of Directors:

Attendance

rate: 92%

The composition of the Board, its gender balance, the diversity of

proﬁles, and the skills represented are deemed to be satisfactory.

In addition to governance expertise, the Group’s international

position, the markets in which it operates, and the ramp-up of

digital technology will always be taken into account when future

appointments are made.

n examined the initial revenue and results trends for 2020; and

n established the budget priorities for 2021.

At its meeting of January 26, 2021,

the Board of Directors:

Attendance

rate: 100%

Individual skills on the Board are valued and give no cause for

concern.

n reviewed the business performance in the fourth quarter of

2020 and the preliminary results for 2020;

The Directors assessed the extent to which the comments and

recommendations made last year were taken into account, in

particular:

n approved the Group’s strategic plan Everyday;

n discussed the new provisions of the French Civil Code and the

French Commercial Code relating to including a raison d’être

in the bylaws and the status of a social purpose corporation

(société à mission);

n improving the timescale for receipt of the documents required

for the Board and committees to conduct their work;

n allocating more time for discussion at meetings;

n conducted the annual review of regulated agreements; and

n better access to various sources of information and to

n conducted the annual evaluation of current agreements

consultants;

concluded under normal conditions.

n access to more information about the Group’s life outside of

At its meeting of February 23, 2021,

the Board of Directors:

Attendance

rate: 100%

meetings.

This year, the Board wishes to further enhance the integration of

new Directors by having them meet management staff and existing

Directors so closer bonds are forged, and to play an even greater

role in implementing the strategic plan.

n approved the annual ﬁnancial statements and reports for 2020,

after taking into account the work undertaken by the Audit

Committee in 2020, the 2021 audit plan and the 2020 risk

mapping;

In accordance with the internal regulations of the Board, the last

three-year assessment of the Board by an independent third

party took place in 2020 and focused on its functioning during

the year ended December 31, 2019. The next assessment by an

independent third party is scheduled for 2023 and will focus on its

functioning during the ﬁnancial year ended December 31, 2022.

n reviewed and approved the 2021 budget;

n conducted a review of ﬁnancing and feedback to shareholders;

n reviewed the work of the Appointments and Compensation

Committee meeting of February 19, 2021 and:

approved the variable compensation for 2020 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,

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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 2021 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;

At its two meetings of October 20, 2021,

the Board of Directors, initially meeting

as the full Board and then in the absence

of the Chief Executive Ofﬁcer:

Attendance

rate: 92%

n reviewed the business performance in the third quarter of 2021;

n approved the Company’s management planning documents;

n reviewed the assessment of the functioning of the Board of

Directors, in accordance with its internal regulations and the

AFEP-MEDEF Corporate Governance Code;

n examined the work of the Audit Committee meeting of

October 18, 2021 and the CSR Committee meeting of

September 21, 2021, with particular focus on the Group’s

climate roadmap (see section 2.4 of Chapter 2 “Reducing

environmental impacts” of this Universal Registration

Document);

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 appointed a Director representing employees to the

Appointments and Compensation Committee and updated

the internal regulations of this committee.

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. Discussions lasting 60

minutes took place in the presence of the Directors only. The Chief

Executive Ofﬁcer was not in attendance. The discussions focused

on the composition and functioning of the Board of Directors and

the conduct of the Group’s business activities. This meeting was

attended by: Jacques Veyrat, Chairman of the Board, Antoine

Gosset-Grainville, Vice-Chairman of the Board, Carole Ferrand,

Delphine Mousseau, Sandra Lagumina, Daniela Weber-Rey,

Brigitte Taittinger-Jouyet, Jean-Marc Janaillac, Javier Santiso,

Nonce Paolini, Franck Maurin, and Julien Ducreux.

n approved the Report on Corporate Governance; and

n approved the draft resolutions and the agenda for the General

Meeting of Shareholders of May 27, 2021.

At its meeting of April 06, 2021,

the Board of Directors:

Attendance

rate: 100%

n amended the agenda of the Combined General Meeting

of May 27, 2021;

n gave an update.

Work of the Board of Directors from January 1

to February 26, 2022

At its meeting prior to the General Meeting

of May 27, 2021, the Board of Directors:

Attendance

rate: 100%

At its meeting of January 26, 2022,

the Board of Directors:

Attendance

rate: 100%

n approved the implementation of the stock buyback program,

subject to approval of this program by the Combined General

Meeting of May 27, 2021;

n noted the resignation of Delphine Mousseau as a Director;

n reviewed business performance for the fourth quarter of 2021

and the preliminary results for 2021;

n approved the long-term incentive plan for certain senior

executives of the Group; and

n examined the budget priorities for 2022;

n prepared for the Combined Ordinary and Extraordinary General

n reviewed the work of the Audit Committee meetings of

November 25, 2021, December 6, 2021, January 18 and

January 26, 2022, and of the Appointments and Compensation

Committee meeting of November 16, 2021;

Meeting of May 27, 2021.

At its meeting of July 29, 2021,

the Board of Directors:

Attendance

rate: 100%

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 reviewed the work of the Audit Committee meeting of July 27,

2021 on the approval of the half-year ﬁnancial statement;

n examined and approved the half-year ﬁnancial statements as

of June 30, 2021; and

n adopted a procedure for authorizing guarantees, pledges and

endorsements.

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At its meeting of February 23, 2022,

the Board of Directors:

The Committee meeting of April 15, 2021

focused solely on:

Attendance

rate: 92%

Attendance

rate: 100%

n reviewed the work of the Audit Committee, meeting on

February 21, 2022 for 2021, the 2022 audit plan approved

by the Audit Committee, and approved the annual ﬁnancial

statements and reports for ﬁnancial year 2021;

n reviewing the follow-up work on services other than the

certiﬁcation of the ﬁnancial statements, as of March 31, 2021;

n reviewing revenue for the first quarter of 2021, including

reviewing business activity and examining the draft press

release on revenue for the ﬁrst quarter of 2021;

n reviewed and approved the 2022 budget;

n reviewed the work of the Appointments and Compensation

Committee meeting of February 16, 2022, and approved the

variable compensation for 2021 of the Chief Executive Ofﬁcer

and the amount and terms of the Chief Executive Officer’s

ﬁxed and variable compensation for 2022. The Chief Executive

Ofﬁcer was not in attendance when this decision was made

by the Directors;

n follow-up monitoring of financing operations conducted in

March 2021;

n an update on internal audit activities and assignments for the

ﬁrst quarter;

n reviewing the crisis management process.

The Committee meeting of July 27, 2021

mainly focused on:

Attendance

rate: 100%

n established the distribution of Directors’ fees (formerly

“attendance fees”) for 2021;

n a presentation of the Fnac Darty ﬁnancial statements as of

n reviewed the work of the Corporate, Environmental and Social

Responsibility Committee meeting of February 15, 2022, and

approved the corporate and environmental information to be

published in the Management Report;

June 30, 2021 and a review of the Half-Year Financial Report;

n reviewing the work to close the half-year ﬁnancial statements

for the period ended June 30, 2020;

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.

n a meeting held with the Statutory Auditors on their limited

review of the half-year ﬁnancial statements;

n reviewing the internal audit work for the ﬁrst half of 2021;

n reviewing the draft press release on the half-year results; and

Audit Committee

n reviewing the follow-up work on services other than the

certiﬁcation of the ﬁnancial statements, as of June 30, 2021;

Work of the Audit Committee in 2021

and up to February 21, 2022

n reviewing the cyber security risk monitoring and remediation

plan and the duty of care.

Work of the Audit Committee in 2021

The Committee meeting

of October 18, 2021 mainly focused on:

Attendance

rate: 100%

In 2021, the Audit Committee met six times, with an average

attendance rate of 100%.

n reviewing the follow-up work on services other than the

The ﬁrst meeting was held on

February 19, 2021 and mainly focused on:

Attendance

rate: 100%

certiﬁcation of the ﬁnancial statements, as of October 12, 2021;

n a presentation of the approach taken by the statutory auditors

n a presentation of the results for 2020 (company and

to the revenue audit;

consolidated ﬁnancial statements);

n a presentation of the GDPR compliance risk monitoring and

n a presentation of the work of the statutory auditors on the Fnac

remediation plan: GDPR;

Darty company and consolidated results for 2020;

n reviewing the 2021 ﬁnancing strategy.

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n reviewing the main legal and tax disputes underway within the

The Committee meeting

of February 21, 2022 mainly focused on:

Attendance

rate: 100%

Group’s scope of consolidation;

n reviewing internal audit activities and the plan to the end of

n reviewing the work to close the parent company and

consolidated financial statements and their notes as of

December 31, 2021;

September 2021.

The Committee meeting

of November 25, 2021 mainly focused on:

Attendance

rate: 100%

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;

n reviewing the cyber security system;

n reviewing the mapping of the Group’s major risks (method and

outcome).

n reviewing the Statutory Auditor’s Supplementary Report;

The Committee meeting

of December 6, 2021 mainly focused on:

Attendance

rate: 100%

n reviewing the collection process and the quality of information

provided in the non-ﬁnancial performance declaration;

n reviewing the follow-up work on services other than the

certiﬁcation of the ﬁnancial statements, as of November 30,

2020;

n reviewing the progress of the recommendations made by

Internal Audit Department.

n reviewing the plan to set up a captive insurance company;

n examining the business plan and reviewing impairments;

n examining end-of-year work and reviewing impairments;

The Audit Committee reported on its work and made

recommendations to the Board of Directors.

Appointments and Compensation Committee

n a presentation of changes to the regulations on UK pension

Work of the Appointments and Compensation

Committee in 2021 and up to February 16, 2022

funds;

n reviewing liquidity and ﬁnancing;

Work of the Appointments and Compensation

Committee in 2021

n examining the internal audit plan for 2022.

In 2021, the Appointments and Compensation Committee met

three times, with an average attendance rate of 100%.

Work of the Audit Committee from January 1

to February 21, 2022

The ﬁrst meeting was held on

February 19, 2021 and mainly focused on:

Attendance

rate: 100%

The Committee meeting of January 18

mainly focused on:

Attendance

rate: 100%

n reviewing analysis and recommendations on short-term

n PwC’s Report on the maturity assessment of the risk

compensation;

management structure;

n reviewing the components of the 2020 variable compensation

n the internal audit of the Group.

for the Chief Executive Ofﬁcer;

The Committee meeting of January 26, 2022

mainly focused on:

Attendance

rate: 100%

n reviewing and proposing a compensation policy for corporate

ofﬁcers, in particular:

n a presentation of the Annual Summary Report on the ethics and

reviewing and proposing the conditions and components

of compensation for 2021 for the Group’s main executives,

compliance alert line;

n a summary report on the maturity assessment of the control,

reviewing and proposing a structure for the 2021 ﬁxed and

variable compensation of the Chief Executive Ofﬁcer,

internal audit and risk management structure;

n the presentation of the proposed audit plan for 2022.

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Operation of administrative and management bodies

reviewing and proposing 2021 ﬁxed compensation for the

Chairman of the Board,

The Committee meeting

of November 16, 2021 mainly focused on:

Attendance

rate: 100%

reviewing and making proposals to the Board regarding

how to distribute the compensation allocated to Directors

for 2020 and reviewing the proposed rules for 2021;

n reviewing succession plans for the executive corporate ofﬁcers;

n a presentation of the questionnaire for assessing the Board and

the specialized committees;

n reviewing the ex-ante and ex-post Say on Pay draft resolutions

to be submitted to the vote of the 2021 General Meeting;

n examining the development reviews of Leadership Group

members;

n reviewing succession plans for the executive corporate ofﬁcers;

n reviewing succession plans for the Executive Committee;

n the composition of the Board of Directors and the specialized

committees:

n reviewing the assessment of the roles and compensation of

members of the Executive Committee.

an update on the proportion of men and women on the

Board of Directors and the diversity thereof,

Work of the Appointments and Compensation

Committee in 2022, up to February 16

the selection procedure for Board members,

proposal for renewal,

The Committee meeting

of February 16, 2022 mainly focused on:

Attendance

rate: 100%

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,

n the composition of the Board of Directors and the specialized

committees:

an update on the proportion of men and women on the

Board of Directors and the diversity thereof,

Audit Committee: reviewing the speciﬁc ﬁnancial, accounting

or statutory audit expertise of the members of the Audit

Committee,

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

gender balance in governing bodies;

n assessing the work of the Board and the specialized

committees;

Audit Committee: reviewing the speciﬁc ﬁnancial, accounting

or statutory audit expertise of the members of the Audit

Committee;

n reviewing the draft Report on Corporate Governance;

n reviewing the policy of the Company (Fnac Darty SA) on equal

opportunities and equal pay;

n assessing the work of the Board and the specialized

n reviewing and proposing that the adjustment to the method of

calculating performance based on free cash-ﬂow for the long-

term incentive plan awarded in 2019 be abandoned;

committees;

n reviewing the components of the 2021 variable compensation

for the Chief Executive Ofﬁcer;

n the Group’s total compensation policy.

n reviewing and proposing a compensation policy for corporate

ofﬁcers, in particular:

The Committee meeting of April 27, 2021

mainly focused on:

Attendance

rate: 100%

reviewing and proposing the conditions and components

of compensation for 2022 for the Group’s main executives,

n reviewing analysis and recommendations on long-term

compensation;

reviewing and proposing a structure for the 2022 ﬁxed and

variable compensation of the Chief Executive Ofﬁcer,

n reviewing and proposing a draft long-term incentive plan for

2021;

n reiterating the obligation for corporate ofﬁcers to hold shares

received from bonus share awards and the exercise of stock

options.

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Operation of administrative and management bodies

reviewing and proposing 2022 ﬁxed compensation for the

Chairman of the Board,

On September 21, 2021,

Attendance

rate: 100%

the Committee reviewed:

n the Group’s climate roadmap;

n the subject of raison d’être.

deﬁning the method for distributing Directors’ fees 2022;

n reviewing the distribution of Directors’ fees for 2021;

n reviewing and proposing the ex-ante and ex-post Say on Pay,

and any other draft resolution to be submitted to the vote of

the 2022 General Meeting;

On February 15, 2022,

the Committee reviewed:

Attendance

rate: 100%

n the presentation of the 2021 non-financial performance

n reviewing the draft Report on Corporate Governance;

declaration and approval of it;

n reviewing the policy of the Company (Fnac Darty SA) on equal

n the management roadmaps for the various CSR pillars.

opportunities and equal pay.

All information relating to the Group’s CSR policies and

performance is disclosed in Chapter 2 “Non-ﬁnancial Performance

Declaration” of this document.

The Appointments and Compensation Committee reported on its

work and made recommendations to the Board of Directors.

The Corporate, Environmental and Social Responsibility Committee

reported on its work and made recommendations to the Board of

Directors.

Corporate, Environmental and Social

Responsibility Committee

Work of the Corporate, Environmental

and Social Responsibility Committee in 2021

and up to February 15, 2022

Strategy Committee

Work of the Strategy Committee in 2021

The Corporate, Environmental and Social Responsibility

Committee met twice in 2021, with all members of the Committee

in attendance.

The Strategy Committee met twice in 2021 and continued its

work on the strategic plan. It invited all members of the Board of

Directors to a meeting on November 3, 2021, which was preceded

by a visit to the Fnac Logistique warehouse in Wissous. At this

meeting, the Committee:

On February 22, 2021,

the Committee reviewed:

Attendance

rate: 100%

n gave an update on the implementation of the strategic plan

n the Group’s compliance with the obligations of the Non-ﬁnancial

Performance Declaration and the 2021 drafts, as well as a

summary of the ratings obtained by the Group from the main

non-ﬁnancial rating agencies.

Everyday during the course of 2021;

n discussed the new provisions of the French Civil Code and the

French Commercial Code relating to including a raison d’être

in the bylaws and the status of a social purpose corporation

(société à mission).

The Strategy Committee also met on September 20, 2021, to

discuss new ways of working and the associated spaces for head

ofﬁce employees.

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Operation of administrative and management bodies

Attendance of Directors at meetings of the Board of Directors and specialized committees

▼

Corporate,

Environmental

and Social

Appointments

and

Board of

Directors Audit Committee

Compensation

Committee

Responsibility

Committee

Strategy

Committee

Director

Jacques Veyrat

7/7

6/7

7/7

6/7

7/7

n.a.

1/1

6/6

n.a.

5/5

6/6

n.a.

3/3

n.a.

3/3

n.a.

1/1

n.a.

2/2

1/1

n.a.

1/1

n.a.

2/2

n.a.

1/1

n.a.

1/1

n.a.

1/1

n.a.

Brigitte Taittinger-Jouyet

Delphine Mousseau^(d)

Daniela Weber-Rey^(a)

Sandra Lagumina

Antoine Gosset-Grainville

Nonce Paolini

Caroline Grégoire Sainte Marie^(b)

Carole Ferrand

Enrique Martinez

Javier Santiso

Jean-Marc Janaillac

Franck Maurin^(c)

Julien Ducreux

(a) Member of the Audit Committee until February 23, 2021 – Member of the Corporate, Environmental and Social Responsibility Committee since

February 23, 2021.

(b) Member of the Corporate, Environmental and Social Responsibility Committee until February 23, 2021 – Member of the Audit Committee since

February 23, 2021.

(c) The Board of Directors decided to appoint Franck Maurin as a member of the Appointments and Compensation Committee at its meeting of

October 20, 2021.

(d) Delphine Mousseau resigned as Director on January 26, 2022.

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.

3.2.2.4 / Procedure for the regular

evaluation of current agreements

concluded on normal terms

The procedure stipulates that the Group’s Legal and Financial

In accordance with the provisions of Article L. 22-10-12 of the

Departments conduct an annual evaluation of the current

French Commercial Code, at its meeting of October 17, 2019,

agreements concluded under normal conditions, on the basis of

the Board of Directors implemented a procedure to evaluate, on a

the deﬁnitions of “current transactions” and “normal conditions” set

regular basis, whether agreements relating to current transactions

out in the guidance on regulated and current agreements issued in

concluded under normal conditions, entered into directly or

2014 by the French national auditing body (Compagnie Nationale

through an intermediary, between Fnac Darty SA and any of its

des Commissaires aux Comptes). If necessary, they may engage

corporate ofﬁcers or shareholders holding more than 10% of the

the Statutory Auditors in order to identify any agreements that

voting rights, or in which any such person has an indirect interest,

might be reclassiﬁed as regulated agreements.

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

Individuals that have a direct or indirect interest in any such

agreements are not involved in their evaluation.

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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.

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 2021

at the Board meeting of January 26, 2022. The Board of Directors

has concluded that there are no current agreements concluded

under normal conditions as described in the 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.

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 2021 period and until

March 1, 2022 and notiﬁed to the Company were as follows.

Franck Maurin, Director representing employees

Full vesting of bonus shares (June 16, 2021)

Total amount

Number of shares

Unit price

€0

724

€0

Julien Ducreux, Director representing employees

Full vesting of bonus shares (May 22, 2021)

Total amount

Number of shares

Unit price

€0

Full vesting of bonus shares (June 16, 2021)

Total amount

Number of shares

Unit price

€0

480

€0

(1) https://afep.com/wp-content/uploads/2020/01/Code-Afep_Medef-r%C3%A9vision-janvier-2020_-002.pdf.

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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

General prior notice

long-term, is subject to the achievement of objectives established

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 shareholder vote, where applicable the

opinions expressed during the General Meeting, and dialogue with

investors, the Board of Directors has established a compensation

policy for each of the Company’s corporate ofﬁcers in accordance

with its corporate interest, contributing to its sustainability and

forming part of its business strategy as presented in Chapter 1

of 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.

No element of compensation, of any type whatsoever, can

be determined, allocated or paid by the Company, and no

commitment made by the Company if it does not comply with the

approved compensation policy or, in the absence thereof, with the

compensation or practices existing within the Company.

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.

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 Chairman’s compensation may consist of ﬁxed compensation,

compensation in respect of Directors’ duties and benefits

adapted to his role within the Company. In accordance with the

recommendations of the AFEP-MEDEF Code, there is no provision

for variable compensation.

The compensation of the Chief Executive Officer and/or any

other executive corporate ofﬁcer is assessed in a comprehensive

and exhaustive manner and is structured so as to have a

balance between fixed annual compensation, annual variable

compensation and long-term compensation in order to adapt

to the various challenges faced by the Company. The executive

corporate officer also receives benefits tailored to his role

within the Company. Where applicable, and under very speciﬁc

circumstances, exceptional compensation may be submitted to

the vote of the General Meeting. If he is a Director, he may receive

compensation in respect of these functions.

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 executive 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.

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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 62% of the €515,000 representing the total annual amount

of compensation is allocated to members of the Board of

Directors, i.e. €320,000;

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.

n this amount is comprised 30% of a ﬁxed component and 70%

of a variable component, which reﬂects Directors’ attendance

at Board meetings;

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:

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 and €36,000 to the Corporate,

Environmental and Social Responsibility Committee. These

portions are allocated based on attendance at committee

meetings;

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 the Chairman of the Board of Directors and the committee

chairs receive a 50% higher fee for their attendance at each

meeting;

n revenue, 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 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.

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.

For information purposes, it is speciﬁed that, in accordance with

the decision of the Board of Directors of July 17, 2017, Jacques

Veyrat no longer receives any compensation for his role as Director,

since he was appointed Chairman of the Board of Directors on

that date.

It is specified that, for information purposes, at its meeting of

February 23, 2022, on the recommendation of the Appointments

and Compensation Committee, the Board of Directors decided

to maintain the ﬁxed compensation of its Chairman for 2022 at

€200,000.

Other beneﬁts

The Chairman of the Board may have a company car consistent

with the Company’s current vehicle policy and market practices;

for information purposes, it is speciﬁed that Jacques Veyrat has

never had one.

Annual variable and long-term compensation,

stock options and performance shares

In accordance with the recommendations of the AFEP-MEDEF

Code, the Board of Directors is not planning to grant variable

compensation, long-term compensation, stock options or allot

bonus performance shares to the Chairman of the Board.

3.3.1.3 / Compensation policy of the Chief

Executive Ofﬁcer and/or any other

executive corporate ofﬁcer

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.

Directors’ fees

The Chairman may receive compensation for his role as a Director,

the amount of which is set, distributed and allotted according to

rules applicable to all members of the Board.

The elements comprising the total compensation and beneﬁts of

any kind that may be granted to the Chief Executive Ofﬁcer and/

or any other executive corporate ofﬁcer in respect of the mandate

concerned are as follows:

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Compensation and benefits for administrative and executive bodies

An objective linked to customer experience, a historical hallmark of

Fnac Darty, was included in 2021 and this is further strengthened

by the ambition of the Group’s brands to embody the new

standards of omnichannel 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.

This analysis takes into account the key aspects of the Company

and the scope of the executive’s ﬁeld of action, such as:

As social and environmental commitments lie at the heart of the

strategic plan Everyday, objectives associated with Corporate

Social Responsibility have been retained.

n revenue, 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

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.

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.

The speciﬁc criteria and the structure of the current short-term

variable compensation are described below.

The business and ﬁnancial targets set by the Board of Directors

for the variable portion are as follows:

For information purposes, it is speciﬁed that the gross annual

ﬁxed compensation of Enrique Martinez for 2022 is €750,000.

This amount has not changed since 2019.

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;

Annual variable compensation

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;

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 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.

The targets for these three criteria are the same as in the Group’s

budget for 2022.

The structure of annual variable compensation is unchanged in

2022 compared to 2021 and remains in line with the guidelines

of the strategic plan Everyday introduced in February 2021.

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.

The customer experience target set by the Board of Directors for

the variable portion is as follows:

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.

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:

The weight of the various economic and financial criteria is

balanced in order to emphasize:

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

n free cash-ﬂow, the recurring generation of which is a major

objective of the strategic plan Everyday;

n revenue, with ambitious growth targets, in particular through

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.

accelerated growth in online sales;

n current operating income, which remains a fundamental

indicator of the Company’s economic performance.

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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CORPORATE GOVERNANCE

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 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.

n a trigger threshold below which no compensation is payable for

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.

the target concerned; and

n an achievement level above which the compensation is capped

for the objective concerned.

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.

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

(to reach 100%). The same applies when the result observed is

between the target and the cap (to achieve 166.7% for ﬁnancial

criteria and 150% for customer experience or corporate, social

and environmental responsibility criteria).

The Net Promoter Score, 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.

With regard to qualitative criteria, the Board of Directors has set

the following objectives for 2022:

n implement the plan Everyday:

Since 2019, the measurement of social and environmental

responsibility criteria has provided for alignment with the mission

of the Group, i.e. “committing to providing an educated choice and

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.

develop the Services Policy,

realize Fnac’s digital ambitions,

ensure Fnac’s sustainability objectives are achieved,

fulﬁll the performance plan,

design and implement a new structure that strengthens risk

control and cybersecurity, corresponding to 15% of the total

bonus for an achievement rate of 100%;

n strengthen the quality of management and the social climate,

corresponding to 5% of the total bonus for an achievement

rate of 100%.

These objectives have been pre-determined by the Board of

Directors using a speciﬁc methodology, and correspond for the

most part with a quantiﬁed ambition.

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. For 2022, these goals have been adapted to reﬂect

the aims for the year in terms of executing the strategic plan

Everyday. The weighting of these strategic objectives, most of

which are quantitative, has been increased compared with 2021.

Management quality and social climate objectives have also been

adjusted compared with 2021, and their weighting has been

decreased in order to take account of the views expressed during

the Company’s dialogue with shareholders.

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.

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.

The weight of revenue reﬂects the Company’s business ambitions

set out in its strategic plan Everyday, 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.

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.

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CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

% of ﬁxed compensation

Minimum

Target

Maximum

Economic and ﬁnancial targets

(60% of total variable

compensation)

Group current operating income (COI)

Group free cash ﬂow (FCF)

Group revenue

0.0%

20.0%

33.3%

Customer experience target

(10% of total variable

compensation)

Net Promoter Score (NPS)

0.0%

10.0%

5.0%

15.0%

7.5%

Corporate Social Responsibility

objectives

(10% of total variable

compensation)

Group non-ﬁnancial rating

Employee engagement

Qualitative goals

(20% of total variable

compensation)

Execution of the plan Everyday: developing the

Services Policy, realizing digital ambitions, achieving

sustainability objectives, fulﬁlling the performance

plan, designing and implementing a new structure

that strengthens risk control and cybersecurity

0.0%

15.0%

5.0%

15.0%

5.0%

Quality of management and the social climate

TOTAL VARIABLE COMPENSATION AS A % OF FIXED COMPENSATION

100.0%

150.0%

Vesting in these plans is subject to:

Long-term compensation, stock options

and performance shares

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;

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.

n satisfying several performance conditions set by the Board of

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.

Directors, of which:

at least one will be associated with the Company’s

Corporate Social Responsibility objective,

at least one will be associated with one of the Company’s

economic criteria (an indicator linked to the balance sheet

and/or the income statement),

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).

at least one will be associated with the Company’s share

price, except in the case of stock option allocations for

which the implementation of a condition associated with the

Company’s share price will be possible, but not necessary,

insofar as this condition exists intrinsically, as stock options

require an absolute increase in the share price in order to

be exercised.

These plans do not include a vesting period less than three years.

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Compensation and benefits for administrative and executive bodies

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.

Exceptional compensation

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

The rules for the allotment of Directors’ fees are currently as

follows:

n 62% of the €515,000 representing the total annual amount

of compensation is allocated to members of the Board of

Directors, i.e. €320,000;

n this amount is comprised 30% of a ﬁxed component and 70%

of a variable component, which reﬂects Directors’ attendance

at Board meetings;

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.

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 and €36,000 to the Corporate,

Environmental and Social Responsibility Committee. These

portions are allocated based on attendance at committee

meetings;

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.

n the Chairman of the Board of Directors and the committee

chairs receive a 50% higher fee for their attendance at each

meeting;

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.

By aligning the long-term interests of the executives and

shareholders, establishing performance conditions based on

market performance, whether or not this is intrinsic to the

vehicle allotted, 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.

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.

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.

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CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

Executive corporate ofﬁcers have company cars consistent with

the Company’s current vehicle policy and market practices.

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.

In accordance with the provisions of Article L. 22-10-34 II 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

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.

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.

Supplementary pension plan

Commitments

The executive corporate ofﬁcers may beneﬁt from a supplementary

deﬁned-contribution pension plan.

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 and variable) on the

package.

Accordingly, Enrique Martinez is a member of the supplementary

deﬁned-contribution pension plan recognized under Article 83 of

the French General Tax Code, which beneﬁts all executives 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.

Provident insurance plan

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.

Executive corporate ofﬁcers may beneﬁt from participation in a

provident insurance plan.

Accordingly, Enrique Martinez is a member of the provident

insurance plan (medical expenses, incapacity and disability, death

benefits) covering all employees of Fnac Darty companies in

France included in this policy, all on the same terms.

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.

This agreement was approved by the Shareholders’ Meeting held

on May 18, 2018 as part of resolution ﬁve.

Non-compete agreement

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, they would be entitled to an

employment contract as provided by the law.

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.

3.3.1.4 / Compensation policy of members

of the Board of Directors

The non-compete agreement falls within the recommendations

of the AFEP-MEDEF Code, which provides a cap of two years’

compensation (annual fixed and variable), together with any

severance pay.

Compensation allocated to members

of the Board of Directors

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.

The General Meeting determines the total amount of compensation

to be paid 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

Directors’ fees according to the actual attendance of members at

meetings of the Board and the specialized committees held during

the year concerned.

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

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CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

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:

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.

n 62% of the €515,000 representing the total annual amount

of compensation is allocated to members of the Board of

Directors, i.e. €320,000;

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.

n this amount is comprised 30% of a ﬁxed component and 70%

of a variable component, which reﬂects Directors’ attendance

at Board meetings;

In accordance with Article 7 of its internal regulations, the Board

of Directors may allocate exceptional compensation to some of its

members for missions or mandates entrusted to them and which

will therefore be subject to the regulated agreements regime.

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 and €36,000 to the Corporate,

Environmental and Social Responsibility Committee. These

portions are allocated based on attendance at committee

meetings;

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.

n the Chairman of the Board of Directors and the committee

chairs receive a 50% higher fee for their attendance at each

meeting;

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

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 27, 2021 under the

Eleventh and Twelfth Resolutions.

Jacques Veyrat does not have an employment contract.

At its meeting of February 23, 2021, 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 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 2021 or allocated for 2021 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.

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.

These components were determined in accordance with the

compensation policy approved by the General Meeting of May 27,

2021 in its eleventh resolution.

3.3.2.1 / Compensation and beneﬁts paid

to the Chairman of the Board

of Directors

Fixed compensation

The Chairman’s 2021 gross annual ﬁxed compensation was set

at €200,000 and has not changed since 2017. The gross amount

paid and allocated for 2021 was €200,000.

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

For reference, the amount allocated for 2020 was €200,000

gross and the amount paid for that year was €193,033 gross in

accordance with the decision of the Board of Directors of April 18,

2020, which was announced at the General Meeting of May 28,

2020, to reduce the ﬁxed annual compensation paid in 2020 to

the Chairman by 25%, for the period during which the Group’s

employees were consistently furloughed as a result of the Covid-19

health crisis.

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 2021.

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

2020

2021

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 2020 or 2021.

(b) No performance shares were awarded in 2020 or 2021.

Table 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

2020

Amounts allocated

2021

Amounts paid Amounts allocated

Jacques VEYRAT

Chairman of the Board of Directors

Amounts paid

Fixed compensation^(a)

€200,000

n.a.

€193,033

n.a.

€200,000

n.a.

Annual variable compensation

Multi-year variable compensation

Exceptional compensation

n.a.

Compensation awarded in respect

of the ofﬁce of Director

n.a.

Beneﬁts in kind

Supplementary pension plans

Provident insurance plans

TOTAL

n.a.

€200,000

€193,033

€200,000

(a) The amount paid during 2020 was reduced in accordance with the Board of Directors’ decision of April 18, 2020.

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Compensation and benefits for administrative and executive bodies

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 or

change of position

Compensation

associated

with a non-compete

clause

Supplementary

pension plan

Employment contract

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

2020, which was announced at the General Meeting of May 28,

2020, to reduce the ﬁxed annual compensation paid in 2020 to

the Chief Executive Ofﬁcer by 25%, for the period during which

the Group’s employees were consistently furloughed as a result of

the Covid-19 health crisis.

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.

Annual variable compensation

For 2021, 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 February 23, 2021, 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.

To take account of the priorities of the new strategic plan Everyday

presented on February 23, 2021, the Board of Directors, on

the recommendation of the Appointments and Compensation

Committee, resolved to make changes to its structure. Economic

and ﬁnancial criteria remain the predominant considerations when

structuring annual variable compensation. It 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.

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.

These components were determined in accordance with the

compensation policy approved by the General Meeting of May 27,

2021 in its twelfth resolution.

The weight of the various economic and financial criteria was

rebalanced in order to:

This section presents the compensation and beneﬁts paid and

allocated for the previous period to Enrique Martinez as Chief

Executive Ofﬁcer.

n place greater emphasis on free cash-flow, the recurring

generation of which is a major objective of the strategic plan

Everyday;

Fixed compensation

n increase the share of revenue, with ambitious growth targets, in

particular through accelerated growth in online sales;

Chief Executive Ofﬁcer’s 2021 gross annual ﬁxed compensation

was set at €750,000 and has not changed since 2019.

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 of omnichannel retail, placing

advice, sustainability, and service at the heart of its customers’

daily lives.

The gross amount paid and allocated for 2021 was €750,000.

For reference, the amount allocated for 2020 was €750,000

gross and the amount paid for that year was €723,873 gross in

accordance with the decision of the Board of Directors of April 18,

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Compensation and benefits for administrative and executive bodies

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.

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 percentage for the target or goal concerned is

determined on a straight-line basis between the two (to reach

100%). The same applies when the result observed is between

the target and the cap (to achieve 166.7% for ﬁnancial criteria

and 150% for customer experience or corporate, social and

environmental responsibility criteria).

The 2021 economic and financial targets set for the variable

portion of the remuneration 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;

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 2021. The qualitative criteria are

assessed at the same meeting on the basis of the Appointments

and Compensation Committee’s evaluation.

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;

The current operating income target in 2021 was significantly

exceeded. The result, up sharply compared to 2020, falls between

the target objective and the cap. As such, the objective was met at

117.7%, and the percentage of compensation under this criterion

is 95.39% of the maximum compensation.

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.

The targets for these three criteria are the same as in the Group’s

budget for 2021.

The free cash ﬂow target in 2021 was signiﬁcantly exceeded. The

result is above the maximum objective. As such, the objective was

met at 129.85%, and the percentage of compensation under this

criterion is 100% of the maximum compensation.

The customer experience objective set for the variable

compensation is as follows:

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.

The revenue target in 2021 was exceeded and was also up

signiﬁcantly compared to the previous year. The result falls between

the target set and the maximum objective. As such, the objective

was met at 103.67%, and the percentage of compensation under

this criterion is 89.35% of the maximum compensation.

The objectives related to the Company’s corporate, social and

environmental responsibility for 2021 set for the variable portion

of the remuneration are as follows:

Also experiencing a sharp upturn compared with 2020, the Net

Promoter Score objective was signiﬁcantly exceeded. The result is

above the maximum objective. As such, the objective was met at

104.58%, and the percentage of compensation under this criterion

is 100% of the maximum compensation.

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

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.

The social and environmental responsibility objective as measured

by the Group’s non-ﬁnancial rating was again exceeded, with a

further signiﬁcant improvement in the social and environmental

responsibility rating in 2021, in excess of the cap. As such, the

objective was met at 108%, and the percentage of compensation

under this criterion is 100% of the maximum compensation.

The level of attainment of the above criteria has been precisely

established for each one. Every business, financial, customer

experience target, and corporate, social and environmental

responsibility objective is subject to:

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

for the objective concerned.

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Compensation and benefits for administrative and executive bodies

The employee engagement objective was exceeded, with a further

increase seen in the indicator measured from the employees’ own

responses. 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 falls between the target set and

the cap. As such, the objective was met at 100.56%, and the

percentage of compensation under this criterion is 73.33% of the

maximum compensation.

Among the initial action points implemented under the first

ambition are the following:

n rolling out a nationwide video service for the Fnac and Darty

brands, which enables customers to receive the same quality

advice as from in-store salespeople, even remotely, with

more than 150,000 customers already helped via video/chat

exchanges;

n consolidating digital sales to a level well above that recorded

The qualitative goals were assessed by the Board of Directors’

meeting on February 23, 2022. The 2021 qualitative goals set for

the variable portion of the remuneration are as follows:

before the Covid-19 health crisis;

n developing the store network in order to optimize it and, as

an extension of this, the partnership agreement with Manor in

Switzerland.

n for a weighting corresponding to 10% of the total bonus;

quality of management, social climate, quality of financial

communication, quality of shareholder reporting, relations with

Directors;

Among the initial action points implemented under the second

ambition are the following:

n for a weighting corresponding to 10% of the total bonus; the

launch and deployment of the new strategic plan Everyday and

the achievement of the objectives set for the ﬁrst year for the

three goals that the Group has set itself for 2025.

n enhancing the information provided on product sustainability

and improving sustainability index scores or expanding

refurbished product offerings;

n accelerating product repair, with 2.1 million products repaired

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.

in 2021;

n gaining the recognition of non-ﬁnancial rating agencies.

On the recommendation of the Appointments and Compensation

Committee, the Board of Directors acknowledged the excellent

quality of the work carried out by Enrique Martinez with regard

to all the various component factors required to fulfill the first

qualitative criterion measuring management quality, social climate,

quality of ﬁnancial communication, quality of shareholder reporting,

and relations with Directors, but also noted that there was room

for improvement over the past year as far as this objective is

concerned.

Among the initial action points implemented under the third

ambition are the following:

n accelerating the increase in the number of subscribers to

service offerings, whether through Darty Max or the Serenity

Pack;

n expanding technician training, with 18 training groups in 2021

With regard to these component factors, on the recommendation

of the Appointments and Compensation Committee, the Board of

Directors evaluated the qualitative criteria at an achievement rate

of 90% (40% for the ﬁrst criterion and 50% for the second).

With regard to this ﬁrst criterion, on the recommendation of the

Appointments and Compensation Committee, the Board of

Directors noted the positive social climate developed in 2021,

which resulted in the unprecedented signing of a Quality of Life

at Work – Gender Equality agreement that encompasses all

employees. In addition, it noted the positive development of the

e-NPS (monthly measure of employee satisfaction), which was

up over 2021.

The total achievement rate of the 2021 variable portion was

93.94% of the maximum, and the gross amount allocated for 2021

is €1,056,782.

Pursuant to Article L. 22-10-34 II 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 2021 or awarded for 2021 to Enrique Martinez being approved

by the General Meeting on May 18, 2022.

With regard to the second qualitative criterion, on the

recommendation of the Appointments and Compensation

Committee, the Board of Directors reviewed the initial results

following the launch of the strategic plan Everyday, based on the

Group’s three ambitions for 2025:

As a reminder, the total achievement rate of the variable

compensation awarded for 2020 was 66.09% of the maximum,

and the gross amount allocated for the service of the Chief

Executive Ofﬁcer in 2020 was €743,530.

1) embodying new standards for successful digital and human

omnichannel retail in the future;

2) helping consumers adopt sustainable practices;

The amount of €743,530 was paid in June 2021, after the approval

of the General Meeting of May 27, 2021, in accordance with the

provisions of Article L. 22-10-34 II of the French Commercial Code.

3) rolling out the reference subscription-based home assistance

service.

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Compensation and benefits for administrative and executive bodies

Assessment

Economic and

ﬁnancial targets

(60% of total

variable

Group current operating

income (COI)

(20% of total variable

compensation)

The current operating income target in 2021 was signiﬁcantly exceeded. The result, up sharply

compared to 2020, falls between the target objective and the cap. As such, the objective

was met at 117.7%, and the percentage of compensation under this criterion is 95.39%

of the maximum compensation.

compensation)

Group free cash ﬂow (FCF)

(20% of total variable

compensation)

The free cash ﬂow target in 2021 was signiﬁcantly exceeded. The result is above the maximum

objective. As such, the objective was met at 129.85%, and the percentage of compensation

under this criterion is 100% of the maximum compensation.

Group revenue

(20% of total variable

compensation)

The revenue target in 2021 was exceeded and was also up signiﬁcantly compared to the

previous year. The result falls between the target set and the maximum objective. As such,

the objective was met at 103.67%, and the percentage of compensation under this criterion

is 89.35% of the maximum compensation.

Customer

Net Promoter Score (NPS)

(10% of total variable

compensation)

Also experiencing a sharp upturn compared with 2020, the Net Promoter Score objective

was signiﬁcantly exceeded. The result is above the maximum objective. As such, the objective

was met at 104.58%, and the percentage of compensation under this criterion is 100%

of the maximum compensation.

experience target

(10% of total

variable

compensation)

Corporate Social

Responsibility

objectives

(10% of total

variable

Group non-ﬁnancial rating

(5% of total variable

compensation)

The social and environmental responsibility objective as measured by the Group’s non-ﬁnancial

rating was again exceeded, with a further signiﬁcant improvement in the social and environmental

responsibility rating in 2021, in excess of the cap. As such, the objective was met at 108%, and

the percentage of compensation under this criterion is 100% of the maximum compensation.

Employee engagement

(5% of total variable

compensation)

The employee engagement objective was exceeded, with a further increase seen in the indicator

measured from the employees’ own responses. 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 falls between the target set and the cap. As such, the objective was met at 100.56%, and

the percentage of compensation under this criterion is 73.33% of the maximum compensation.

compensation)

Qualitative goals

(20% of total

variable

Quality of management, social

climate, quality of ﬁnancial

communication, quality

of shareholder reporting,

relations with Directors

(10% of total variable

On the recommendation of the Appointments and Compensation Committee, the Board of

Directors acknowledged the excellent quality of the work carried out by Enrique Martinez with

regard to all the various component factors required to fulﬁll the ﬁrst qualitative criterion, but

also noted that there was room for improvement over the past year as far as this objective is

concerned.

With regard to this ﬁrst criterion, the Committee noted the positive social climate developed in

2021, which resulted in the unprecedented signing of a Quality of Life at Work – Gender Equality

agreement that encompasses all employees. In addition, it noted the positive development of the

e-NPS (monthly measure of employee satisfaction), which was up over 2021.

compensation)

The launch and deployment of

With regard to the second qualitative criterion, the Committee reviewed the initial results following

the new strategic plan Everyday the launch of the strategic plan Everyday, based on the Group’s three ambitions for 2025:

and the achievement of the

objectives set for the ﬁrst year.

Performance on this second

criterion should be assessed

in relation to the results

for the Group’s three

1. embody new standards for successful digital and human omnichannel retail in the future;

2. help consumers adopt sustainable practices;

3. roll out the reference subscription-based home assistance service.

Among the initial action points implemented under the ﬁrst ambition are the following:

n rolling out a nationwide video service for the Fnac and Darty brands, which enables customers

to receive the same quality advice as from in-store salespeople, even remotely, with more than

150,000 customers already helped via video/chat exchanges;

ambitions for 2025:

1. embody new standards

for successful digital

and human omnichannel

retail in the future;

2. help consumers adopt

sustainable practices;

3. roll out the reference

subscription-based home

assistance service.

n consolidating digital sales to a level well above that recorded before the Covid-19 health crisis;

n developing the store network in order to optimize it and, as an extension of this, the

partnership agreement with Manor in Switzerland.

Among the initial action points implemented under the second ambition are the following:

n enhancing the information provided on product sustainability and improving sustainability index

scores or expanding refurbished product offerings;

n accelerating product repair, with 2.1 million products repaired in 2021;

n gaining the recognition of non-ﬁnancial rating agencies.

Among the initial action points implemented under the third ambition are the following:

n accelerating the increase in the number of subscribers to service offerings, whether through

Darty Max or the Serenity Pack;

(10% of total variable

compensation)

n expanding technician training, with 18 training groups in 2021.

TOTAL VARIABLE COMPENSATION AS A % OF FIXED COMPENSATION

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Compensation and benefits for administrative and executive bodies

Weighting of criteria as a % of ﬁxed compensation

Achieved

Compensation as a % of

the Maximum

Minimum

Target

Maximum

Achieved

for the criterion

Amount (€)

0.0%

20.0%

33.3%

€270.7 million

€170.1 million

95.39%

100.0%

238,456

249,975

0.0%

20.0%

33.3%

€8,042.6 million

89.35%

223,351

0.0%

10.0%

5.0%

15.0%

7.5%

58.0

54.0

100.0%

112,500

56,250

0.0%

5.0%

7.5%

72.4%

73.33%

41,250

0.0%

10.0%

80.0%

60,000

0.0%

10.0%

100.0%

75,000

0.0%

100.0%

150.0%

93.94%

€1,056,782

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Compensation and benefits for administrative and executive bodies

equivalent in bonus shares granted in 2021, was €1,600,032.

This valuation, for market items, was calculated using the Black &

Scholes method based on the following parameters: a reference

share price equal to €57.75 per share (price on the ﬁrst day of

vesting, May 27, 2021), 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, also subject to performance

conditions.

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

compensation, and is capped at up to 50% of total compensation

(this being the sum of ﬁxed annual compensation, the maximum

variable compensation, and the long-term compensation) in

accordance with the compensation policy approved by the General

Meeting of May 27, 2021 in its twelfth resolution. It is determined

by the Board of Directors in light of market practices in accordance

with the compensation policy approved by the General Meeting.

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 SBF 120 during the

period measured, no shares will vest.

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 on May 27, 2021, on the recommendation of the

Appointments and Compensation Committee, and in accordance

with the authorization granted to it by the extraordinary twentieth

resolution of the General Meeting of May 28, 2020, the Board of

Directors decided to implement a long-term compensation system

in the form of free performance shares.

The full vesting of each tranche of these bonus shares 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 SBF 120; and

These shares will be vested upon expiration of a three-year vesting

period (May 27, 2021 to May 26, 2024), 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 70%, achievement of a performance condition linked to a

level of current operating income.

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 SBF 120, measured in 2024 for the

2021-2023 period, for the entire period;

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 2024

following publication of the Group’s annual results for 2023,

taking into account the cash flow generated by the Group

during 2021, 2022 and 2023, for the entire period; and

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.

n for 20%, on the Company’s corporate, social and environmental

responsibility performance, measured in 2024, taking into

account the Group’s non-ﬁnancial ratings for 2021, 2022 and

2023, for the entire period.

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.

On May 27, 2024, when the vesting period ends, 39,911

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

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Compensation and benefits for administrative and executive bodies

The second tranche of the bonus shares awarded in 2018 expired

on May 17, 2021.

n The level of current operating income was measured in 2021

following the publication of the Group’s annual results for 2020.

It should be noted that the current operating income for 2018

and 2019 has previously been evaluated under the ﬁrst tranche

of this plan. With current operating income of €215.3 million,

the objective measured in 2021 was not achieved. The result

falls below the trigger threshold. Therefore, the vesting rate is

0% for this criterion.

n The total shareholder return (TSR) was measured in 2021

for the period 2018-2020. With a ranking of 95^thplace, the

objective for this period was not achieved. The Company’s

target objective was to be placed within the top 35 companies.

The result falls below the trigger threshold. Therefore, the

vesting rate is 0% for this criterion.

The total vesting rate for this second tranche is 0%. Consequently,

no shares were vested for Enrique Martinez.

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. 2 2018

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.

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.

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.

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 SBF 120; and

The second tranche of the performance options awarded in 2018

expired on May 18, 2021.

n for 70%, achievement of a performance condition linked to a

n The total shareholder return (TSR) was measured in 2021

for the period 2018-2020. With a ranking of 95^thplace, the

objective for this period was not achieved. The Company’s

target objective was to be placed within the top 35 companies.

The result falls below the trigger threshold. Therefore, the

vesting rate is 0% for this criterion.

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 The level of current operating income was measured in 2021

following the publication of the Group’s annual results for 2020.

It should be noted that the current operating income for 2018

and 2019 has previously been evaluated under the ﬁrst tranche

of this plan. With current operating income of €215.3 million,

the objective measured in 2021 was not achieved. The result

falls below the trigger threshold. Therefore, the vesting rate is

0% for this criterion.

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 total vesting rate for this second tranche is 0%. As a result,

no performance options were vested and therefore could not be

exercised by Enrique Martinez.

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Compensation and benefits for administrative and executive bodies

In addition, the 9,838 options vested under the ﬁrst tranche could

be exercised between May 18, 2020 and May 17, 2021 at an

exercise price of €89.43. Given the price of Fnac Darty shares

during this period, Enrique Martinez was unable to exercise any

options.

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.

All options have now expired.

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.

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,

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 12/31/2021

Cumulative number of share subscription or purchase

options canceled or expired

97,438

Share subscription or purchase options outstanding

at the end of the period

(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, but were

unable to be exercised during the period as a result of the Fnac Darty share price. No options were vested in respect of the second tranche.

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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^(c)

Plan No. 4 2019

Plan No. 5 2020

Plan No. 6 2021

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

05/27/2021

Date of Board of

Directors’ meeting

Total number of

shares awarded

to all beneﬁciaries,

of which the number

awarded to:

92,500

109,817

9,983

214,449

31,752

616,496

244,660

Enrique Martinez

15,391

31,752

76,997

39,911

Vesting date

of shares

3 February 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

05/26/2024

05/17/2021 for the 05/22/2022 for the

econd tranche

(33.33%)

(66.67%)

End date of the

holding period

3 February 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

05/26/2024

05/17/2021 for the 05/22/2022 for the

econd tranche

(33.33%)

(66.67%)

Performance

conditions

For 20% of shares, For 30% of shares, For 30% of shares,

For 30% of shares, For 30% of shares, For 30% of shares,

the performance

condition is based

on the market

the performance

condition is based

on the market

the performance

condition is based

on the market

the performance

condition is based

on the market

the performance

condition is based

on the market

the performance

condition is based

on the market

performance

performance performance of the

performance of the performance of the performance of the

of the Fnac Darty

share (TSR)

of the Fnac Darty

share (TSR)

Fnac Darty share

(TSR)

Fnac Darty shar

Fnac Darty share

(TSR)

For 50% of shares, For 50% of shares,

the performance

condition is based

on achieving a Free on achieving a Free

Cash Flow (CFL)

target

For 20% of shares, For 20% of shares,

the performance

condition is based

on achieving

Fnac Darty share

(TSR)

For 50% of shares,

the performance

condition is based

on achieving a Free

Cash Flow (CFL)

target

For 40%

For 70% For 50% of shares,

of the shares,

the performance

condition is based on achieving a Free

on achieving

speciﬁc income

goals (Current For 20% of shares,

operating income)

the performance

condition is based

the performance

condition is based

the performance

condition is based

on the achievement

of synergy goals

For 40%

Cash Flow (CFL)

target

Cash Flow (CFL)

target

For 20% of shares,

the performance

condition is based

on achieving

of the shares,

the performance

condition is based

on achieving

the performance

condition is based

on achieving

the performance

condition is based

on speciﬁc income

goals (current

a CSR criterion

(improvement

in the Vigeo

a CSR criterion

(improvement

in the Vigeo

a CSR criterion

(improvement

in the Vigeo

a CSR criterion

(improvement

operating income)

in the Vigeo

non-ﬁnancial rating) non-ﬁnancial rating) non-ﬁnancial rating) non-ﬁnancial rating)

Number of shares

purchased

50,580

41,920

32,432

77,385

46,624

4,767

as of 12/31/2021

Cumulative number

of shares canceled

or expired

45,916

58,890

Performance

121,909

31,752

557,606

239,893

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 and no shares

were vested under the second tranche.

(c) In view of the performance conditions, 70% of the shares initially awarded under the ﬁrst tranche of the 2019 plan were fully vested.

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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 2021 represented an in-kind beneﬁt of €4,612 (accounting

valuation). This beneﬁt amounted to €4,607 in 2020.

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 2021.

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 2021. These contributions

are subject to social security and employer taxes and are therefore

treated as beneﬁts in kind. In 2020, the contributions paid for

unemployment insurance amounted to €13,347.

Total compensation

The amounts paid in 2021 and 2020 in total compensation and

its components, as detailed above, totaled €1,532,500 and

€1,423,300 respectively, broken down as follows, respectively:

ﬁxed compensation of €750,000 and €723,873; annual variable

compensation of €743,530 (for 2020) and €660,461 (for 2019,

following reduction of this amount after a decision by the Board of

Directors on April 18, 2020); in-kind beneﬁts and other beneﬁts of

€17,958 and €17,953; supplementary pension plan contributions

of €11,325 for each year; and, finally, Company provident

insurance plan contributions of €9,687 and €9,688. In addition,

the amount allocated for 2021 and to be paid in 2022 as annual

variable compensation, subject to the approval of the General

Meeting, was €1,056,782.

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 amounted to €11,325 in both 2021 and in 2020.

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.

Pursuant to Article L. 22-10-34 II of the French Commercial Code,

the payment of the annual variable compensation allocated in

respect of 2021 is subject to the approval of the elements of the

compensation and beneﬁts of any kind paid in 2021 or awarded for

2021 to Enrique Martinez by the General Meeting of May 18, 2022.

Contributions paid by the Company in 2021 and 2020 amounted

to €9,687 and €9,688, respectively.

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Compensation and benefits for administrative and executive bodies

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

2020

2021

Gross compensation allocated for the period

€1,532,496

n.a.

€1,845,752

n.a.

SUB-TOTAL GROSS MONETARY COMPENSATION ALLOTTED 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

€1,599,536

n.a.

€1,600,032

n.a.

TOTAL GROSS MONETARY COMPENSATION AND ALLOTMENT OF SECURITIES

SUBJECT TO PERFORMANCE AND ATTENDANCE CONDITIONS

€3,132,032

€3,445,784

(a) No options were awarded in 2020 or 2021.

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

2020 2021

Amounts

allocated

Enrique MARTINEZ

allocated

Amounts paid

Chief Executive Ofﬁcer

Fixed compensation^(a)

€750,000

€743,530

n.a.

€723,873

€660,461

n.a.

€750,000

€1,056,782

n.a.

€750,000

€743,530

n.a.

Annual variable compensation^(b)

Multi-year variable compensation

Exceptional compensation

n.a.

Compensation awarded in respect

of the ofﬁce of Director

In-kind beneﬁts^(c)

n.a.

€17,953

n.a.

€17,953

n.a.

€17,958

n.a.

€17,958

Supplementary pension plans

Provident insurance plans

TOTAL

€11,325

€9,688

€9,687

€1,532,496

€1,423,300

€1,845,752

€1,532,500

(a) The amount paid during 2020 was reduced in accordance with the Board of Directors’ decision of April 18, 2020.

(b) The amount paid in 2020 for 2019 was reduced in accordance with the Board of Directors’ decision of April 18, 2020.

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.

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 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. The payment of compensation under the non-compete

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.

No amount was due for either 2021 or 2020.

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CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

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

Employment

contract^(a)

Supplementary

pension plan

or change of position non-compete clause

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.

In order to take into account the appointment of a Director

representing employees to the Appointments and Compensation

Committee in 2021, in accordance with the recommendations

of the AFEP-MEDEF Code, the Board considered it appropriate,

on the recommendation of the Appointments and Compensation

Committee, to propose increasing the overall annual compensation

allocated to Directors to €515,000. The General Meeting of

May 27, 2021 set this amount at €515,000 for 2021, to be

maintained until decided otherwise.

3.3.2.3 / Compensation of corporate

ofﬁcers

Compensation paid to members

of the Board of Directors

Compensation to be paid in 2021 for 2020

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, on February 23, 2021 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 2020.

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.

64% of this amount of €500,000 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 of May 18, 2018 set this amount at €450,000

for 2018, to be maintained until decided otherwise.

The balance, i.e., 36% of this amount, or €180,000, was divided in

the following way: €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.

This amount is allocated based on members’ attendance at

committee meetings.

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. 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.

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CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

Of the €500,000 total annual allocation for Directors’ fees for 2020, a total amount of €407,560 was paid in 2021, broken down as follows:

Amounts paid

in 2020 for 2019

(in euros)

Amounts paid

in 2021 for 2020

(in euros)

Amounts allocated

in 2021 (to be paid

in 2022) (in euros)

Name

Jacques Veyrat

Enrique Martinez

PatriciaBarbizet^(a)

Carole Ferrand

25,766

60,441

45,013

37,299

33,870

58,756

43,865

36,419

48,001

60,877

45,305

37,639

47,432

Antoine Gosset-Grainville

Nonce Paolini

Brigitte Taittinger-Jouyet

Stéphane Roussel^(a)

(permanent representative of Vivendi)

10,337

Simon Gillham^(a)(permanent representative

of Compagnie Financière du 42 avenue de Friedland)

8,177

29,870

25,550

47,584

43,264

13,373

9,373

29,250

46,347

43,365

29,250

21,528

30,305

45,527

30,591

48,020

30,305

22,305

27,417

22,305

448,029

Delphine Mousseau

Caroline Grégoire Sainte Marie

Daniela Weber-Rey

Sandra Lagumina

Jean-Marc Janaillac

Javier Santiso

Franck Maurin

3,124

Julien Ducreux

TOTAL

393,041

407,560

(a) 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.

n Franck Maurin, Director representing employees, who receives

compensation under the terms of his employment contract.

In 2021, the amounts paid to Franck Maurin amounted to

€101,259, including ﬁxed compensation of €80,109, annual

variable compensation of €13,953, 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 €2,462, Company

provident insurance plan contributions of €2,836, exceptional

compensation of €1,194, and ﬁnally, €705 in proﬁt-sharing and

incentive bonuses.

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 since his

appointment as Chairman, as indicated in section 3.3.2.1 of the

Universal Registration Document;

To be noted, the amount allocated in 2021 and paid in 2022 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;

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Compensation and benefits for administrative and executive bodies

n Julien Ducreux, Director representing employees, who receives

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.

compensation under the terms of his employment contract.

In 2021, the amounts paid to Julien Ducreux amounted to

€110,813, including ﬁxed compensation of €91,194, annual

variable compensation of €9,396, 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 €2,801, Company

provident insurance plan contributions of €3,098, exceptional

compensation of €3,610, and ﬁnally, €714 in proﬁt-sharing and

incentive bonuses.

The Chairman of the Board of Directors and the committee chairs

receive a 50% higher fee for their attendance at each meeting.

The Board of Directors meeting of February 23, 2022 allocated a

total of €448,029 to members of the Board of Directors and its

committees to be paid in 2022 for 2021.

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 2021 and paid in 2022 as

part of the annual variable compensation is not yet determined

on the date of publication of this document.

Lastly, on May 27, 2021, the Board of Directors, acting on

the recommendation of the Appointments and Compensation

Committee, decided to award Julien Ducreux 712 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 175 beneﬁciaries of this plan.

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.

In correspondence dated October 14, 2020, before he

officially took a seat on the Fnac Darty Board of Directors,

Julien Ducreux informed the Chairman of the Board that he

wished for all compensation amounts due to be allotted to him

as a Director for his entire term of ofﬁce to instead be paid

to the union that nominated him as a Director representing

employees. Julien Ducreux therefore received no compensation

for his directorship for 2021.

It also presents the annual change:

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 corporate ofﬁcers;

Compensation to be paid in 2022 for 2021

n in equity ratios;

Of the total amount of €515,000 in Directors’ fees allocated in

2022 for 2021, on February 23, 2021 the Board of Directors

allocated 62.14%, that is €320,000, to the Board members and

37.86%, that is €195,000, to the members of the specialized

committees.

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 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.

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.

The remaining €195,000 allocated to the specialized committees

was distributed as follows: €90,000 to the Audit Committee,

€69,000 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 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.

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.

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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

▼

2018 or

change

2018/

2019 or

change

2019/

2020 or

change

2020/

2021 or

change

2021/

Change

2019/

2017

Change

2020/

2017

Change

2021/

2017

2018

2019

2020

Change (in %) in the compensation

of Alexandre Bompard, Chairman

and Chief Executive Ofﬁcer

until July 17, 2017

Change (in %) in the compensation

of Enrique Martinez, Chief Executive

Ofﬁcer since July 18, 2017

13%

32%

49%

52%

10%

68%

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

-10%

-11%

-19%

21%

-3%

Ratio of the Chairman and CEO

to average employee compensation

5.64

2.94

0.29

Ratio of the Chief Executive Ofﬁcer

to average employee compensation

3.69

0.32

4.86

0.32

5.53

0.36

5.05

0.29

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 %)

26%

11%

32%

-1%

65%

11%

14%

12%

88%

24%

-9%

72%

Change in the Chairman’s ratio (in %)

-17%

Ratio of the Chairman and Chief

Executive Ofﬁcer to median employee

compensation

6.09

3.17

0.31

Ratio of the Chief Executive Ofﬁcer

to median employee compensation

3.42

0.30

4.27

0.28

5.77

0.37

4.78

0.28

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 %)

25%

-6%

35%

33%

82%

20%

-17%

-25%

51%

Change in the Chairman’s ratio (in %)

-5%

-10%

Additional information

on registered ofﬁce functions

Change (in %) in average employee

compensation

-1%

Ratio of the Chairman and CEO

to average employee compensation

63.48

33.06

Ratio of the Chief Executive Ofﬁcer

to average employee compensation

35.72

47.38

49.00

51.58

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Compensation and benefits for administrative and executive bodies

2018 or

change

2018/

2019 or

change

2019/

2020 or

change

2020/

2021 or

change

2021/

Change

2019/

2017

Change

2020/

2017

Change

2021/

2017

2018

2019

2020

Ratio of the Chairman to average

employee compensation

3.23

3.10

3.15

3.01

Change in the Chairman and Chief

Executive Ofﬁcer’s ratio (in %)

Change in the Chief Executive Ofﬁcer’s

ratio (in %)

33%

43%

-4%

48%

-3%

56%

-7%

Change in the Chairman’s ratio (in %)

-4%

Ratio of the Chairman and Chief

Executive Ofﬁcer to median employee

compensation

79.21

41.25

4.04

Ratio of the Chief Executive Ofﬁcer

to median employee compensation

43.47

3.77

57.88

3.79

59.10

3.80

61.88

3.61

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 %)

33%

40%

-6%

43%

-6%

50%

Change in the Chairman’s ratio (in %)

-7%

-5%

-10%

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

83.87

5.39

87.89

5.13

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%

-5%

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

102.35

6.58

107.42

6.27

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%

-5%

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Compensation and benefits for administrative and executive bodies

2018 or

change

2018/

2019 or

change

2019/

2020 or

change

2020/

2021 or

change

2021/

Change

2019/

2017

Change

2020/

2017

Change

2021/

2017

2018

2019

2020

Company performance

Free cash-ﬂow from operations,

excluding IFRS 16

199.2

3.6%

152.7

4.0%

172.9

4.0%

192.4

2.9%

170.1

3.4%

Current operating income/revenue

TSR vs SBF 120 ranking (base 2016)

Total Net Income

37.5

149.9

103.9

-6

159.8

Vigeo non-ﬁnancial rating

Change (in %) in free cash-ﬂow

from operations

-23%

11%

13%

-13%

11%

-3%

-19%

-55

-12%

16%

-15%

-7%

Change (in %) in current operating

income/revenue

-28%

Change in TSR vs SBF 120 ranking

(base 2016)

-1

-31

-31%

-32

-23

-106%

-42

Change (in %) in total net income

300%

177%

-116% -2,763%

326%

Change in Vigeo non-ﬁnancial rating

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 calculated on a full-time

equivalent basis.

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. These accounting valuations performed

on the allotment date are not the amounts that might be

received by the beneﬁciaries upon vesting of the shares, subject

to performance and continued employment conditions;

For each year, the employees taken into account were those who

were present throughout the year.

In accordance with the AFEP’s guidelines on multiple

compensation, the items owed or allocated for an accounting

period take into account, for both the corporate ofﬁcers and the

employees:

n beneﬁts in kind.

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.

n the ﬁxed portion;

n the annual variable portion owed in respect of the year and

therefore paid the following year. Since it is not deﬁnitive at the

date of publication of this document, the variable compensation

payable in 2022 for 2021 has been estimated for employees,

while for the Chief Executive Ofﬁcer it is the amount established

by the Board of Directors at its meeting on February 23, 2022,

payment of which is subject to approval by the General Meeting

of May 18, 2022;

Through the performance criteria presented above, Fnac Darty

demonstrates its ability to deliver solid results over time thanks

to the strength of its model and the successful execution of the

strategic plans Conﬁance+ and now Everyday.

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;

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CORPORATE GOVERNANCE

Compensation and benefits for administrative and executive bodies

The cash generation essential to ensure the development and

sustainability of the Group is regular and significant, with an

average volume of €177.5 million over the period as a whole,

in line with the cash generation ambitions of the plan Everyday.

The growth in free cash-flow from operations is steady and,

with the exception of 2018, lies in a range between €170 million

and €199 million. 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%, was logically

down on the previous year, but remained higher than the 2015

rate of 2.2% and very close to the 3% observed in 2016. 2021

was characterized by a return to growth in current operating

proﬁtability, up to 3.4%, combined with signiﬁcant revenue growth,

which exceeded €8 billion. The trend in this rate over the period

as a whole demonstrates the Group’s ability to seize opportunities

for proﬁtable growth, and, following the successful integration

of Darty, to develop its business model, gearing its focus more

toward services and sustainable and responsible offerings, and

combining a human touch with digital technology even more than

before in order to deliver a best-in-class customer experience.

Fnac Darty has also demonstrated its high level of resilience over

recent ﬁnancial years.

to the Group by Vigéo Eiris, from 35 in 2018 to 54 in 2021, which

places it ﬁrmly within the top 10 companies in the specialized retail

market in Europe as deﬁned by Vigéo Eiris, the CDP and MSCI

have also awarded the Group top ratings.

The compensation policy structured with a short-term

compensation portion and a long-term compensation portion

supports this performance. The economic and ﬁnancial indicators,

and the criteria related to corporate, social and environmental

responsibility that are used to measure short-term performance

during these years (revenue, change in market share, free cash-

ﬂow generation, current operating income, non-ﬁnancial ratings,

and employee recommendation rates) have allowed the Group

to steadily achieve these ambitious objectives, encouraged the

preservation of operating income during the health crisis, and

more recently, enabled the Group to quickly deploy the strategic

plan Everyday, where it has already been able to measure

initial successes in terms of the three goals it has set itself for

2025 (embody new standards for successful digital and human

omnichannel retail in the future; help consumers adopt sustainable

practices; roll out the reference subscription-based home

assistance service). 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 put Fnac

Darty’s mission at the heart of its strategy and the actions of its

employees.

The Company’s TSR is measured by comparing Fnac Darty’s stock

market performance each year with the market performance of

the SBF 120 companies from 2016, the reference year preceding

the ﬁve-year period presented. With an increase in the average

annual closing price of 36.1% between 2016 and 2018, Fnac

Darty remained in the upper third of the SBF 120 securities over

this period. After two unusual 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 returned to an

average of €54.74 over 2021, close to that of early 2016 (€54.94).

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

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 pursue the

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 to fully 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.

Beyond its long-term ﬁnancial performance, Fnac Darty’s non-

ﬁnancial performance is continuously recognized by the major

rating agencies. In addition to the increase in the score assigned

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CORPORATE GOVERNANCE

Profit-sharing, collective incentive plans and long-term incentive plans

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 and successful 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 SBF 120

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.

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 and 2017.

Furthermore, excluding the noria effect, the average growth in the

compensation of employees working at a registered ofﬁce present

over the entire period between 2017 and 2021 was 15.1%. Still

excluding the noria effect, the average growth in the compensation

of Fnac Darty company employees present over the entire period

between 2019 and 2021 (including those working at a registered

office), representative of more than 90% of the employees in

France, was 7.5%.

3.4 / Proﬁt-sharing, collective incentive plans

and long-term incentive plans

3.4.1 / PROFIT-SHARING AGREEMENTS AND INCENTIVE PLANS

3.4.1.1 / Proﬁt-sharing agreements

3.4.1.3 / Group savings plans

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. 3322-2 and

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 paying bonuses 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.

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CORPORATE GOVERNANCE

Profit-sharing, collective incentive plans and 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 26,

2024.

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 SBF 120, as measured in 2024 for the 2021-2023 period

in respect of the entire period, and to performance conditions

associated with achieving a target level of free cash ﬂow assessed

in 2024 upon publication of the Group’s annual results for 2023,

taking into account the cash ﬂow generated by the Group during

the years 2021, 2022 and 2023 for the entire period as well as to

performance conditions associated with the Company’s corporate,

social and environmental responsibility assessed in 2024 by taking

into account the Group’s non-ﬁnancial ratings for 2021, 2022 and

2023 for the entire period.

During 2021, on the recommendation of the Appointments

and Compensation Committee, on May 27, 2021 the Board

of Directors decided to award bonus shares to certain Group

employees (176 beneﬁciaries) in order to make them partners in

the Company’s performance through an increase in the value of

its stock. Settlement will be in equity instruments. This ﬁrst plan

awarded in 2021 applies to French residents only.

The duration of this plan is three years (May 27, 2021 – May 26,

2024). These shares will be vested upon expiration of a vesting

period (May 27, 2021 to May 26, 2024), 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 SBF 120, as measured in 2024 for the 2021-2023 period

in respect of the entire period, and to performance conditions

associated with achieving a target level of free cash ﬂow assessed

in 2024 upon publication of the Group’s annual results for 2023,

taking into account the cash ﬂow generated by the Group during

the years 2021, 2022 and 2023 for the entire period as well as to

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.

These two 2021 bonus share plans (detailed in section 7.2.4 of

this Universal Registration Document), as with the 2019 and 2020

bonus share plans, provide 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.

performance conditions associated with the Company’s corporate,

social and environmental responsibility assessed in 2024 by taking

into account the Group’s non-ﬁnancial ratings for 2021, 2022 and

2023 for the entire period.

During 2021, on the recommendation of the Appointments and

Compensation Committee, on May 27, 2021 the Board of Directors

decided to award bonus shares to certain Group employees other

than the Executive Corporate Ofﬁcer (49 beneﬁciaries). Settlement

will be in equity instruments. This third, speciﬁc plan awarded in

2021 applies to French residents only.

During 2021, on the recommendation of the Appointments and

Compensation Committee, on May 27, 2021 the Board of Directors

decided to award bonus shares to certain Group employees other

than the Executive Corporate Ofﬁcer (51 beneﬁciaries) in order

to make them partners in the Company’s performance through

an increase in the value of its stock. Settlement will be in equity

instruments. This second plan awarded in 2021 applies primarily

to non-French residents.

The duration of this plan is three years (May 27, 2021 – May 26,

2024).

This plan is not subject to performance conditions and aims to

recognize the commitment of managers who have not yet been

awarded Fnac Darty bonus shares in the past (or on an exceptional

basis). The vesting of the shares is subject to the beneﬁciary’s

continued employment within the Group on the maturity date of

this plan.

The duration of this plan is three years (May 27, 2021 – May 26,

2024). These shares will be vested upon expiration of a vesting

period (May 27, 2021 to May 26, 2024), subject to the beneﬁciary’s

continued employment within the Group at the end of the vesting

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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 4.2.2.2 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 7.1.2.4.

The table of ﬁnancial delegations for capital increases is given in section 7.2.1.

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CORPORATE GOVERNANCE

Special Auditors’ Report on 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, 2021

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 SA,

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 to be 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, 2022

Statutory Auditors

KPMG Audit

Deloitte & Associés

A department of KPMG SA

Éric Ropert

Guillaume Crunelle

Partner

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Comments on the period

4.1

Analysis of business activities

and consolidated results

4.2

Group cash and equity

264

268

242

244

4.2.1 / General presentation

4.2.2 / Financial resources

4.2.3 / Analysis of cash ﬂows

4.1.1 / Key ﬁnancial information

4.1.2 / General presentation

246

4.1.3 / Comparison of the Group’s annual

results for 2020 and 2021

254

4.3

Recent events and outlook

273

4.1.4 / Analysis of revenue and current

operating income by geographical region

for 2020 and 2021

261

263

4.1.5 / Use of estimates and assumptions

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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” revenue (or income from ordinary activities)

corresponds to its reported revenue.

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 revenue at a constant exchange rate:

Change in revenue 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 revenue at a comparable scope of consolidation:

Change in revenue at a comparable scope of consolidation

means that the impact of changes in the scope 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 = Earnings (current operating income) Before Interest,

Tax, Depreciation, Amortization and provisions on ﬁxed operational

assets.

3. Change in revenue on a same-store basis:

Deﬁnition of free cash ﬂow from operations

The change in revenue 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 16 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.

“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.

Deﬁnition of net cash

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”.

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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 has applied 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.

With the application of IFRS 16

IFRS 16 restatement

Without the application of IFRS 16

EBITDA

EBITDA excluding IFRS 16

Current operating income before

depreciation, amortization and provisions

on ﬁxed operational assets

Rents within the scope of IFRS 16

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

cash impacts relating to rent within the

scope of application of IFRS 16

Net cash-ﬂow from operating activities,

less net operating investments

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 ﬁnancial debt excluding IFRS 16

Leasing debt

Gross ﬁnancial debt less gross cash

and cash equivalents

Net ﬁnancial debt excluding leasing debt

Net ﬁnancial income excluding

ﬁnancial interest on leasing debt

Net ﬁnancial income

Financial interest on leasing debt

Rounding

The following tables contain individually rounded data. The arithmetical calculations based on rounded data may present some differences

with the aggregates or subtotals reported.

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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, 2020 and 2021, 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, 2021 and

2020” 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 2021, to Fnac Darty’s audited IFRS consolidated

ﬁnancial statements for the year ended December 31, 2021,

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, 2020 and 2021, set forth in section 5.1 “Group

consolidated ﬁnancial statements as of December 31, 2021

and 2020” of this Universal Registration Document;

n for 2020, to 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.

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)

2021

2020

Change

Revenue

8,042.6

2,373.5

270.7

260.4

144.5

145.0

159.8

160.3

7,490.7

2,185.8

215.3

199.4

88.4

7.4%

8.6%

Gross margin

Current operating income

Operating income

25.7%

30.6%

Net income from continuing operations

Net income from continuing operations, Group share

Consolidated net income

Consolidated net income, Group share

(as % of revenue)

63.5%

95.6

51.7%

(6.0)

2,763.3%

13,258.3%

1.2

Gross margin rate

29.5%

3.4%

29.2%

2.9%

0.3 pt

0.5 pt

Current operating margin

Data not derived from the ﬁnancial statements

EBITDA^(a)

620.8

373.9

566.8

321.8

9.5%

EBITDA excluding IFRS 16^(b)

16.2%

(a) EBITDA is deﬁned as current operating income before 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.

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Selected segment information

▼

2021

2020

(€ million)

(as % of the total)

(€ million)

(as % of the total)

Revenue

France-Switzerland

Iberian Peninsula

Belgium and Luxembourg

TOTAL

6,700.9

701.5

83.3%

8.7%

6,228.0

653.8

83.2%

8.7%

640.2

8.0%

608.9

8.1%

8,042.6

100.0%

7,490.7

100.0%

Current operating income

France-Switzerland

Iberian Peninsula

Belgium and Luxembourg

TOTAL

244.6

10.8

90.4%

4.0%

193.8

8.4

90.0%

3.9%

15.3

5.6%

13.1

215.3

6.1%

270.7

100.0%

Key balance sheet data for the Group

▼

(€ million)

2021

2020

Change

Non-current assets

3,981.9

1,115.2

2,978.0

1,563.6

2,254.8

891.1

3,963.5

1,109.4

3,185.8

1,373.4

2,280.9

884.1

18.4

5.8

of which non-current assets related to IFRS 16

Current assets

(207.8)

190.2

(26.1)

7.0

Shareholders’ equity

Non-current liabilities

of which non-current liabilities related to IFRS 16

Current liabilities

3,141.5

238.9

3,495.0

229.7

(353.5)

9.2

of which current liabilities related to IFRS 16

Net cash excluding IFRS 16

246.7

113.9

132.8

(387.6)

(520.4)

(116.6)

(387.6)

(520.4)

16.2

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

1,181.1

934.4

1,568.7

1,454.8

999.9

883.3

1,181.1

934.4

1,568.7

1,454.8

1,113.8

1,130.0

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Key data from the Group cash ﬂow statement

▼

(€ million)

2021

2020

Change

Cash ﬂow before tax, dividends and interest

Change in working capital requirement

Net cash ﬂows from operating activities

Operating investments

637.4

(39.7)

528.3

(116.8)

(0.4)

544.5

67.2

92.9

(106.9)

(17.9)

(17.4)

9.8

546.2

(99.4)

(10.2)

(24.9)

(247.1)

113.9

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

(36.1)

(249.2)

246.7

(11.2)

(2.1)

132.8

4.1.2 / GENERAL PRESENTATION

4.1.2.1 / Introduction

The following table provides a breakdown of the Group’s 2021 revenue by geographical region and by category of products and services.

Consumer

electronics

Editorial

products

Domestic

appliances

Other products

and services

Total

(as %

of the

region’s

revenue)

(as %

of the

region’s

revenue)

(as %

of the

region’s

revenue)

(as %

(as % of

revenue

from all

regions)

of the

region’s

revenue)

(€ million)

France-

Switzerland

3,173.3

409.5

47.4%

58.4%

1,048.1

202.5

15.6%

28.9%

1,539.5

0.0

23.0%

0.0%

940.0

89.5

14.0%

12.8%

6,700.9

701.5

83.3%

8.7%

Iberian

Peninsula

Belgium and

Luxembourg

327.9

51.2%

54.5

8.5%

215.6

33.7%

42.2

6.6%

640.2

8.0%

REVENUE

3,910.7

48.6%

1,305.1

16.2%

1,755.1

21.8%

1,071.7

13.3%

8,042.6

100.0%

The Group manages its operations on the basis of the following

geographical segments:

As at the end of 2021, the Group’s activity in France-

Switzerland is therefore driven by:

n France-Switzerland (83.3% of Group revenue in 2021, 90.4%

of Group current operating income in 2021). The “France-

Switzerland” region makes the largest contribution to Group

revenue, with €6,700.9 million in 2021.

the network of directly operated stores (404 in France and

9 in Switzerland),

13 Fnac shop-in-shops within Manor stores in Switzerland,

the 385 stores operated under franchise in France (including

stores in Switzerland, Morocco, Tunisia, Qatar, Ivory Coast,

Congo, Cameroon, and Senegal), and

Nature & Découvertes and its subsidiaries are managed from

France. At the end of 2021, there were 90 directly operated

Nature & Découvertes stores (including 4 stores in Belgium

and 1 in Luxembourg), plus a network of 11 franchises (7

in Switzerland, 1 in Portugal, and 3 in the French overseas

territories).

its websites, primarily fnac.com, darty.com, fnac.ch, and

natureetdecouvertes.com;

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n Iberian Peninsula (8.7% of Group revenue in 2021, and

4.0% of Group current operating income in 2021). The Iberian

Peninsula region covers the Group’s operations in Spain and

Portugal and posted revenue of €701.5 million in 2021. The

Group conducts its business in the Iberian Peninsula through

networks of directly operated stores (36 in Spain and 33 in

Portugal at the end of 2021), franchise stores (4 in Spain and

1 in Portugal) and through the fnac.es and fnac.pt websites;

n domestic appliances (21.8% of Group revenue in 2021). The

domestic appliances category generated €1,755.1 million in

revenue in 2021. It includes two sub-categories of products:

“Large domestic appliances” are refrigerators/freezers,

cooking equipment, dishwashers and washing machines/

dryers,

“Small domestic appliances” includes vacuum cleaners,

food processors, body care and water/air treatment

appliances;

n Belgium and Luxembourg (8.0% of Group revenue in 2021,

5.6% of Group current operating income in 2021). The Belgium

and Luxembourg region covers the Group’s activities managed

from Belgium and recorded revenue of €640.2 million in 2021.

At year-end 2021, 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 (13.3% of Group revenue

in 2021). This category includes, firstly, products in the

development phase, which generated revenue of €474.4 million

in 2021, speciﬁcally:

kitchen units,

Product and service categories

Home & Design products,

Games & Toys,

Urban Mobility,

Stationery,

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 (48.6% of Group revenue in 2021).

The consumer electronics category generated revenue of

€3,910.7 million in 2021. It includes two sub-categories of

products:

Wellbeing,

and secondly, “services” and “other income” items, both of

which generated €597.3 million in revenue in 2021 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 audio items and

accessories (headphones, docking stations and related

accessories);

rental services for consumer electronics and delivery

services,

ticketing,

n editorial products (16.2% of Group revenue in 2021).

The editorial products category generated revenue of

€1,305.1 million in 2021. It includes two sub-categories of

products:

gift boxes,

sales of membership cards for the Group’s loyalty program,

invoicing of shipping costs to online customers,

“Books” covers hard copy and digital books,

commissions received through Marketplace, and

partnerships with suppliers, and

“Discs and Gaming” includes discs comprising music (CDs

and vinyl) 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);

royalties from stores operated under franchise.

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Number of stores as of December 31, 2021

The following table shows the growth in the number of stores over the period:

2021

2020

Owned

Franchise

Total

Owned

Franchise

Total

Number of stores

France-Switzerland^(a)

Iberian Peninsula

Belgium and Luxembourg

TOTAL

413

385

798

412

339

751

567

390

957

564

344

908

(a) Excluding 13 Fnac shop-in-shops within Manor stores in 2021.

The Group opened 8 directly owned stores and 47 stores under

franchise in 2021. At the same time, the Group closed 5 directly

owned stores and 1 franchise stores. The Nature & Découvertes

store network includes 90 directly owned stores and 11 franchises.

The number of Group loyalty program members rose by 0.9% to

a total of 9.9 million at the end of 2021.

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 2021, the

Group generated 33.9% of its consolidated revenue for the year

during the fourth quarter, slightly down on 2020 due to exceptional

circumstances related to the health crisis but with a notable upturn

in the last month of the year.

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

Unless otherwise indicated, all ﬁnancial data in this chapter include

the full scope of consolidation and are presented on a current

exchange rate basis.

The impact of ﬂuctuations in foreign exchange rates 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.

Trafﬁc, average checkout value, checkout

transactions and number of loyalty program

members

In 2021, the Group recorded growth of 7.4% in reported revenue.

At a constant exchange rate, the change in revenue is also 7.4%.

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.

The foreign exchange risk incurred on purchases made by the

Group is relatively low as the Group’s subsidiaries make the vast

bulk of their sales and generate the vast bulk of their costs in the

local currency, i.e. primarily in euros.

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Current operating income amounted to €271 million, versus

€215 million the previous year. The operating margin in 2021, at

3.4%, is up 50 basis points compared to 2020.

4.1.2.2 / Key highlights and analysis

of 2021 ﬁnancial results