DIA Group Release

March 20, 2019

During the General Shareholders’ Meeting held today, the DIA shareholders agreed by a majority to support the proposal for a capital increase with pre-emptive subscription rights for an amount of EUR500m put forward by L1R Invest1 Holdings S.à r.l , a company that belongs to the LetterOne Group, DIA’s main shareholder, with more than 29% of its capital.

As is known, L1R Invest1 Holdings S.à r.l. has expressed its commitment (subject to the conditions indicated below) to (a) exercise the pre-emptive subscription right corresponding to the percentage of share capital that it holds; and (b) ensure the total capital increase, subscribing the part that has not been subscribed by the other shareholders, or obtaining the guarantee of one or more financial entities.

It is also known that the execution of the capital increase is subject to two conditions: (a) the effective prior liquidation of the VTO announced by L1R Invest1 Holdings S.à r.l., and the appointment of a majority of members of the Board of Directors proposed by L1R Invest1 Holdings S.à r.l.; and (b) once the previous condition has been complied with, reach (or ratify) an agreement between the Company and the creditors that hold the Company’s banking debt that allows a restricting or refinancing of the debt that guarantees the Company’s financial stability, based on the previously announced terms.

The Board is at the disposal of the parties and will continue working with the shareholder L1R Invest1 Holdings S.à r.l., the financial entities, and their respective advisors so that it can comply with the requirements that are within the Company’s control as soon as possible, in light of the demanding timeframes it is faced with. Similarly, the Board will continue to work actively on the corresponding measures to ensure that the company continues to meet its obligations.

Moreover, independently of the above, the Board will make an announcement at the appropriate time regarding the terms of the VTO, in accordance with existing legislation.

Once more, the Company wants to communicate its deepest gratitude to the customers, suppliers, franchisees and employees of the DIA Group for their continued support and votes of confidence, and the Company wants to reiterate the highest degree of commitment of the Board and Management team in relation to identifying solutions that ensure the Group’s long-term sustainability.