Mr.Bricolage: Project to simplify the Mr.Bricolage Group's shareholder structure

PRESS RELEASE

Project to simplify the Mr.Bricolage Group's shareholder structure

Signing of merger agreement

Orléans, France, October 31, 2025, 5:45pm CET – In accordance with the announcement made on September 10, Mr.Bricolage is considering a merger by absorption of S.I.M.B, which holds 54.13% of its capital as of the date of signing the merger agreement.

Prior to this transaction, S.I.M.B would absorb S.I.F.A., which itself holds 4.75% of Mr.Bricolage's capital. 

These transactions are part of the simplification of the Mr.Bricolage Group's shareholder structure.

S.I.F.A and S.I.M.B do not have any operational activities of their own and their assets consist essentially of the shares of Mr.Bricolage. This legal simplification therefore has no impact on the Group's strategic direction. 

The Manager of S.I.F.A, in agreement with its Supervisory Board, the Chairman of S.I.M.B as well as the Board of Directors of Mr.Bricolage, have therefore decided to submit these merger plans to their respective associates and shareholders. 

Accordingly, the merger by absorption of S.I.F.A by S.I.M.B will be submitted to the General Meeting of S.I.F.A shareholders and the sole shareholder of S.I.M.B on December 17, 2025. On the same day, the merger of S.I.M.B into Mr.Bricolage will be submitted to the sole shareholder of S.I.M.B and to the General Meeting of Shareholders of Mr.Bricolage, which will be held at the company's registered office at 2 p.m. The notice prior to the General Meeting of Mr.Bricolage will be published in the Official French Bulletin (BALO) on November 7, 2025.

In this context, the merger agreements were signed on October 29, 2025, and filed with the clerk of the Commercial Court of Orléans.

These merger plans will be published in the B.O.D.A.C.C. (Bulletin Officiel des Annonces Civiles et Commerciales), and the merger plan between S.I.M.B. and Mr.Bricolage will also be published in the BALO on November 7, 2025.

The President of the Orleans Commercial Court has appointed Mr. Olivier Courau of FINEXSI as merger commissioner. Mr. Courau will prepare his reports, which will be made available to shareholders within the regulatory deadlines.

Characteristics of the merger transactions:

The contribution transactions will be carried out at net book value.

The transactions will be carried out with retroactive accounting and tax effect as of January 1, 2025.

To enable the contributions to be released, the share capital of Mr.Bricolage will first be reduced by €24,930,612 by reducing the par value of the shares from €5.80 to €3.40.

The exchange ratio applied in the merger of S.I.F.A. into S.I.M.B. provides for the issue of four S.I.M.B. shares for each S.I.F.A. share.

The exchange ratio adopted for the merger by absorption of S.I.M.B (after the absorption of S.I.F.A) by Mr.Bricolage provides for the issue of 1.78 Mr.Bricolage shares for each S.I.M.B share.

Upon completion of the transactions, all of the assets of S.I.F.A. and S.I.M.B. will be transferred to Mr.Bricolage.

As such, Mr.Bricolage will receive net assets of €20,567,833. In return, it will carry out a capital increase with a nominal value of €20,307,703.60, accompanied by a merger premium of €260,129.40.

As part of the merger with S.I.M.B, Mr.Bricolage will receive 5,419,929 of its own shares, which will be immediately canceled, resulting in a capital reduction of €18,427,758.60.

Thus, following all of the planned transactions, Mr.Bricolage's share capital will amount to €37,198,312, represented by 10,940,680 ordinary shares with a par value of €3.40.

Impact of the merger on the shareholding structure of the Mr.Bricolage Group:

Breakdown of Mr.Bricolage's share capital  Breakdown of Mr.Bricolage's share capital  prior to the planned transactions   after to the planned transactions

* Number of shares at June 30, 2025  

** Others: these are the new shareholders entering the capital of Mr.Bricolage as a result of mergers.

Following these transactions, ANPF, which brings together the shareholder members of the

Mr.Bricolage Group, will directly control Mr.Bricolage, which it previously controlled through

S.I.M.B, S.I.F.I et S.I.F.A.

ABOUT THE MR.BRICOLAGE GROUP

The Mr.Bricolage Group, which develops the well-known banners Mr.Bricolage and Mr.Bricolage Relais, is the specialist for local independent home improvement retail in France. As of June 30, 2025, the Group has 1091 stores operating under the banners or through affiliates, including 77 international stores across eleven countries. Mr.Bricolage SA is listed on Euronext Growth Paris (ISIN: FR0004034320 - ALMRB).

CONTACTS

Corporate press - Pierre-François Jan, pierre-francois@eclectick.fr, +33 6 83 82 94 78 Financial press & investors - Marie Calleux, mrbricolage@actus.fr, +33 6 09 68 55 38